0.14625 Kimberly-Clark shares plus US$3.50 offered for each Kenvue share

The Kenvue Inc. (NYSE:KVUE) investment case has reached its closing bell. Kimberly-Clark completed its acquisition of the consumer health company on November 2, 2026, converting each eligible Kenvue share into 0.14625 Kimberly-Clark shares plus US$3.50 in cash.

That exchange ratio is the practical headline for shareholders, but the larger consequence is structural: Kenvue is no longer an independent public company. It became a wholly owned subsidiary of Kimberly-Clark, and its existing shareholders ceased to have shareholder rights apart from receiving the merger consideration.

Kenvue stock heads for NYSE delisting

Kenvue notified the New York Stock Exchange that the merger had closed and requested suspension of trading before the market opened on the closing date. It also asked the exchange to file a Form 25 with the US Securities and Exchange Commission, a step that would make the delisting effective 10 days after filing.

The filing does not state that the Form 25 has already taken effect. Kenvue LLC intends to follow it with a Form 15 to deregister the shares and suspend the company’s separate reporting obligations. For holders, the key remaining practical questions are the timing of the final trading halt, the settlement of fractional shares in cash and the final amount of Kimberly-Clark stock received across their accounts.

Credit facility ends while US$7.0 billion of notes transfer

Kenvue repaid all outstanding fees, expenses and other obligations under its five-year US$4.0 billion unsecured revolving credit facility and terminated the commitments. There were no borrowings outstanding when the merger closed, so the filing records the facility’s disposal rather than a debt repayment funded by the transaction.

By contrast, Kenvue’s existing bond obligations remain in place under the new ownership structure. Kenvue LLC assumed seven series of senior notes with aggregate principal of about US$7.0 billion, ranging from notes due in 2028 to those due in 2063. The transfer preserves the obligations under the indenture, while moving them from the former listed company into the merger survivor.

Board replaced and executive arrangements reset

All 12 Kenvue directors resigned at the first merger effective time. Directors of Kimberly-Clark’s merger subsidiary replaced them temporarily, before the second merger ended the separate corporate existence of the intermediate surviving company. Its officers continued in their roles at Kenvue LLC, including Nelson Urdaneta as president and chief executive officer.

The company also terminated its long-term incentive plan and deferred fee plan for directors. Separately, General Counsel Matthew Orlando received a tax-neutral arrangement tied to merger-related payments. Any payment under that agreement is unknown, depends on several factors and is capped at US$8 million, although Kenvue said it expects the amount to be substantially lower.