Material Event (Form 8-K)

As previously disclosed, on November 2, 2025, Kimberly-Clark Corporation, a Delaware corporation (NASDAQ: KMB) ("K-C"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Kenvue Inc., a Delaware corporation ("Kenvue"), Vesta Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of K-C ("First Merger Sub"), and Vesta Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of K-C ("Second Merger Sub"), pursuant to which, among other things, (i) First Merger Sub will merge with and into Kenvue (the "First Merger"), with Kenvue surviving as a direct wholly owned subsidiary of K-C (the "Initial Surviving Company"), and (ii) immediately following the First Merger, and as part of the same overall transaction as the First Merger, the Initial Surviving Company will merge with and into Second Merger Sub (the "Second Merger" and, together with the First Merger, the "Mergers"), with Second Merger Sub surviving the Second Merger as a direct wholly owned subsidiary of K-C.

In connection with the Mergers, on December 4, 2025, K-C filed a registration statement on Form S-4 (File No. 333-291928) (as amended on December 12, 2025, the "Registration Statement") with the Securities and Exchange Commission (the "SEC"). On December 16, 2025, the Registration Statement was declared effective by the SEC. Also on December 16, 2025, Kenvue and K-C each filed a definitive joint proxy statement/prospectus (the "Joint Proxy Statement/Prospectus") with the SEC for the solicitation of proxies in connection with (i) the special meeting of Kenvue stockholders to be held on January 29, 2026 and (ii) the special meeting of K-C stockholders to be held on January 29, 2026, in each case, to vote upon matters necessary to complete the Mergers and the other transactions contemplated by the Merger Agreement.

A complaint has been filed in the United States District Court Eastern District of Wisconsin (the "Wisconsin Stockholder Litigation") by a purported Kenvue stockholder styled Steinbrecher v. Kenvue Inc. et al., Case No. 25-cv-1923 (filed December 8, 2025), against Kenvue and members of the Kenvue board of directors (the "Kenvue board") relating to the Mergers, alleging, among other things, that the preliminary joint proxy statement/prospectus filed by K-C with the SEC on December 4, 2025 omitted certain material information and asserting claims for violation of Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act. In addition, a complaint has been filed in the Superior Court of New Jersey, Union County (the "New Jersey Stockholder Litigation") by a purported Kenvue stockholder styled Bass v. Allison, Jr., et al., UNNC000001-26 (filed January 1, 2026), against Kenvue, members of the Kenvue board and K-C relating to the Mergers, alleging, among other things, that the Joint Proxy Statement/Prospectus omitted certain material information and asserting claims for violation of the New Jersey Uniform Securities Law and negligent misrepresentation and concealment and negligence in violation of New Jersey common law. Further, two complaints have been filed in the Supreme Court of the State of New York (together with the Wisconsin Stockholder Litigation and the New Jersey Stockholder Litigation, the "Kenvue Complaints") by purported Kenvue stockholders styled Jones v. Kenvue Inc. et al., Index No. 650124/2026 (filed January 7, 2026) and Kent v. Kenvue Inc. et al., Index No. 650178/2026 (filed January 8, 2026), against Kenvue and members of the Kenvue board relating to the Mergers, alleging, among other things, that the Joint Proxy Statement/Prospectus omitted certain material information and asserting claims for negligent misrepresentation and concealment and negligence in violation of New York law. The Kenvue Complaints generally seek, among other things, (i) to enjoin the Kenvue stockholder vote or the Mergers until defendants make corrective disclosures and (ii) attorneys' fees and other litigation costs. Additionally, Kenvue has received certain demand letters from purported Kenvue stockholders generally alleging material omissions or misstatements in the disclosures in the preliminary joint proxy statement/prospectus filed by K-C with the SEC on December 4, 2025 or the Joint Proxy Statement/Prospectus and demanding that Kenvue file corrective disclosures prior to the special meeting of Kenvue stockholders.

Separately, a complaint has been filed in the Court of Chancery of the State of Delaware by a purported stockholder of K-C (the "K-C Complaint"), on behalf of himself and a class of all similarly situated stockholders of K-C, styled Reese v. Burwell, et al., Case No. 2025-1493 (filed December 29, 2025), against members of the board of directors of K-C, with K-C as nominal defendant. The K-C Complaint alleges, among other things, that the defendants breached their fiduciary duties by failing to disclose all material information necessary to allow K-C stockholders to make a fully informed decision whether to vote in favor of the Mergers. The K-C Complaint seeks, among other things, (i) to enjoin K-C's stockholder meeting to consider the Mergers unless and until the defendants have acted in accordance with their fiduciary duties, (ii) to find the defendants liable for breaching their fiduciary duties owed to the class, (iii) to certify the proposed class and (iv) attorneys' fees and other litigation costs. In addition, K-C has received certain demand letters from purported K-C stockholders generally alleging material omissions or misstatements in the disclosures in the Joint Proxy Statement/Prospectus and demanding that K-C file corrective disclosures prior to the special meeting of K-C stockholders.