KVUEKenvue
At Kenvue, our purpose is to realize the extraordinary power of everyday care. 10-K, Item 1
- Employees
- 22,000
- Headquarters
- Summit, NJ
- CEO
- Kirk Perry
- Next results
- around Feb 16, 2027
82 paragraphs in Risk Factors of the 10-K filed Feb 20, 2026 with nothing like them in the 10-K filed Feb 24, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 31 Consumer staples companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
•If the Proposed Transaction is consummated, the combined company may not perform as expected and may fail to realize the projected benefits and cost savings of the Proposed Transaction, which could adversely affect the value of K-C common stock, which our current shareholders will own following the completion of the Proposed Transaction.
Similar paragraph at 1 of 31 other Consumer staples companies: KMB•Failure to consummate, or a delay in the consummation of, the Proposed Transaction.
•Uncertainties associated with the Proposed Transaction may cause a loss of management and other key employees.
•Our shareholders will have a significantly reduced ownership and voting interest in the combined company.
Similar paragraph at 1 of 31 other Consumer staples companies: SYY•Litigation against us or K-C, or the members of our or K-C’s board of directors.
•The Merger Agreement restricts our ability to pursue alternatives to the Proposed Transaction.
•Regulatory approvals may delay the Proposed Transaction or may diminish its benefits.
•The number of shares of K-C common stock issuable in the First Merger in respect of one share of our common stock is fixed and will not be adjusted. Because the market price of K-C common stock may fluctuate, our shareholders cannot be sure of the market value of the stock consideration they will receive in exchange for their shares.
•If the Proposed Transaction fails to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), our shareholders may pay additional U.S. federal income taxes.
Similar paragraph at 1 of 31 other Consumer staples companies: SYY•Uncertainties associated with the Proposed Transaction may disrupt our business.
•The Proposed Transaction’s consummation is expected to trigger change-in-control or other provisions.
•Failure to integrate our and K-C’s businesses and operations successfully in the expected time frame.
Similar paragraph at 1 of 31 other Consumer staples companies: KMB•The Merger Agreement restricts certain business activities prior to the effective time of the Proposed Transaction.
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•The Proposed Transaction may result in a loss of customers, distributors, service providers, suppliers, vendors, joint venture participants, and other business counterparties and may result in the termination of existing contracts.
Similar paragraph at 1 of 31 other Consumer staples companies: KMBRead in the 10-K ↗
•We are subject to potential tax-related liabilities to J&J for taxes attributable to our business.
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If the Proposed Transaction is consummated, the combined company may not perform as we or the market expects and may fail to realize the projected benefits and cost savings of the Proposed Transaction, which could adversely affect the value of K-C common stock, which our shareholders will own following the completion of the Proposed Transaction.
Similar paragraph at 1 of 31 other Consumer staples companies: KMBThe success of the Proposed Transaction will depend, in part, on K-C’s ability to realize the anticipated benefits and cost savings from combining our and K-C’s respective businesses, including operational and other synergies that we believe the combined company will be able to achieve. The anticipated benefits and cost savings of the Proposed Transaction may not be realized fully or at all, may take longer to realize than expected, or could have other adverse effects that we do not currently foresee. Risks associated with the combined company following the Proposed Transaction include:
Similar paragraph at 1 of 31 other Consumer staples companies: KMB•the integration process will require significant time and focus from management following the Proposed Transaction and may, for the combined company, result in the loss of key employees, the disruption of ongoing businesses, or inconsistencies in standards, controls, procedures, and policies;
•key employees might decide not to remain with the combined company after the Proposed Transaction is completed, and the loss of key personnel could adversely affect the combined company’s results of operations, financial condition, and growth prospects;
•the results of operations of the combined company and the market price of the combined company’s common stock after the completion of the Proposed Transaction may be affected by factors different from those currently affecting each of our and K-C’s independent results of operations;
•there could be potential unknown liabilities and unforeseen expenses associated with the Proposed Transaction that were not discovered in the course of performing due diligence; and
•the issuance of shares of the K-C common stock in the Proposed Transaction could depress the market price for the combined company’s common stock.
In addition, in connection with the Proposed Transaction, K-C is expected to incur significant additional indebtedness to finance the Cash Consideration (as defined in Note 1, “Description of the Company and Summary of Significant Accounting Policies—Proposed Transaction with Kimberly-Clark” to the Consolidated Financial Statements included herein) and pay fees and expenses relating to the Proposed Transaction. This increased indebtedness will reduce the amount of cash flow available to service K-C’s debt, including any of our debt assumed by K-C in connection with the Proposed Transaction, in future periods. If the combined company’s cash flows and capital resources are insufficient to fund debt service obligations, it could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital, or restructure or refinance its indebtedness.
Failure to consummate the Proposed Transaction, or a delay in the consummation of the Proposed Transaction, could negatively impact our business, results of operations, financial condition, and stock price.
The Merger Agreement is subject to a number of conditions that must be fulfilled to complete the Proposed Transaction. Those conditions include, among others, certain regulatory approvals, the absence of government restraints or prohibitions preventing the completion of the Proposed Transaction, the approval of the stock portion of the Merger Consideration (as defined in Note 1, “Description of the Company and Summary of Significant Accounting Policies—Proposed Transaction with Kimberly-Clark,” to the Consolidated Financial Statements included herein) for listing on Nasdaq, the continued accuracy of the representations and warranties by both parties, and the performance in all material respects by both parties of their obligations under the Merger Agreement. A number of the conditions are not within our control and may prevent, delay, or otherwise materially adversely affect the consummation of the Proposed Transaction. We cannot predict with certainty whether and when any of the required closing conditions will be satisfied or if another uncertainty may arise and cannot assure you that we will be able to timely consummate the Proposed Transaction as currently contemplated under the Merger Agreement or at all. Our business, results of operations, financial condition, or stock price could be adversely affected, potentially in a material way, by
Similar paragraph at 1 of 31 other Consumer staples companies: KMBthe failure to complete the Proposed Transaction or by a delay in the completion of the Proposed Transaction, including as a result of the following:
•the combined company may not realize any or all of the potential benefits of the Proposed Transaction, including any synergies that could result from combining our financial and business resources with those of K-C;
Similar paragraph at 1 of 31 other Consumer staples companies: KMB•matters relating to the Proposed Transaction will require substantial commitments of time and resources by our management which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company;
•we have incurred and will incur further substantial expenses in connection with the Proposed Transaction, including legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, and other costs relating to the Proposed Transaction regardless of whether the Proposed Transaction is consummated;
Similar paragraph at 1 of 31 other Consumer staples companies: KMB•we may be subject to legal proceedings related to the potential delay of, or failure to consummate, the Proposed Transaction;
Similar paragraph at 1 of 31 other Consumer staples companies: KMB•we may experience disruptions to our business resulting from the announcement and pendency of the Proposed Transaction, including adverse changes in our relationships with, or loss of, our customers, business partners, and employees, which may not be reversible and may continue or even intensify in the event the Proposed Transaction is delayed or not consummated;
Similar paragraph at 1 of 31 other Consumer staples companies: KMB•under the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Proposed Transaction, which restrictions could adversely affect our ability to conduct our business as we otherwise would have done if we were not subject to these restrictions;
Similar paragraph at 1 of 31 other Consumer staples companies: KMB•we may experience negative reactions to the Proposed Transaction from the financial markets, including negative impacts on the market price of our common stock; and
Similar paragraph at 1 of 31 other Consumer staples companies: KMB•if the Proposed Transaction is not consummated, we may suffer from negative publicity and a negative impression of us in the investment community, and a failure to close the Proposed Transaction may have a negative impact on the market price of our common stock.
Uncertainties associated with the Proposed Transaction may cause a loss of our or K-C’s management and other key employees, which could adversely affect the future business and operations of the combined company following the Proposed Transaction.
We depend on the experience and industry knowledge of our management personnel and other key employees to execute our business plans. The success of the combined company after the Proposed Transaction will depend, in part, on its ability to retain or attract key management personnel and other key employees. During the pendency or following the consummation of the Proposed Transaction, our current and prospective employees may experience uncertainty or have concerns regarding their roles within the combined company, the timing and consummation of the Proposed Transaction, or the operations of the combined company, any of which may have an adverse effect on our ability to retain or attract key management and other key personnel. If we are unable to retain personnel, including our key management, who are critical to the future operations of the combined company, we or the combined company could face disruptions in our operations, loss of existing customers, loss of key information, expertise, or know-how, and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Proposed Transaction. No assurance can be given that the combined company, following the Proposed Transaction, will be able to retain or attract our key management personnel and other key employees to the same extent that we have previously been able to retain or attract our own employees.
Holders of our common stock will have a significantly reduced ownership and voting interest in the combined company after the Proposed Transaction and will therefore have less voting influence over the combined company.
Similar paragraph at 1 of 31 other Consumer staples companies: KMBIn the Proposed Transaction, each of our shareholders will become a holder of common stock of the combined company which will continue operations as K-C. Upon completion of the Proposed Transaction, our current shareholders are expected to own approximately 46% and current K-C shareholders are expected to own approximately 54% of the combined company on a fully
diluted basis. As a result, our shareholders will have less voting influence on the combined company and may have less influence on its management and policies than they now have over us.
Litigation against us or K-C, or the members of our or K-C’s board of directors, could prevent or delay the completion of the Proposed Transaction.
Since the announcement of the Proposed Transaction, certain of our shareholders and K-C’s shareholders have filed lawsuits against us, K-C, and/or the board of directors of both companies in connection with the Proposed Transaction, and such lawsuits may continue to be filed. These legal proceedings could delay or prevent the Proposed Transaction from being completed in a timely manner. The existence of litigation related to the Proposed Transaction could affect the likelihood of obtaining the required regulatory approvals. Moreover, any litigation could be time-consuming and expensive and could divert our and K-C’s management’s attention away from their regular business and their focus on successful integration planning for the two companies. Any lawsuit adversely resolved against us, K-C, or members of our respective boards of directors could adversely affect each company’s business, financial condition, and results of operations.
The Merger Agreement restricts our ability to pursue alternatives to the Proposed Transaction.
The Merger Agreement contains “no shop” covenants that restrict our ability to, directly or indirectly, among other things, solicit proposals relating to any alternative business combination or acquisition transactions and enter into any discussions concerning, or provide confidential information in connection with, any such alternative business combination or acquisition transactions. These provisions prevent us from engaging with a potential third-party acquirer that might have an interest in acquiring all or a significant part of the Company.
The need for regulatory approvals may delay the date of completion of the Proposed Transaction or may diminish the benefits of the Proposed Transaction.
The parties to the Merger Agreement are required to obtain the approvals of certain regulatory agencies before completing the Proposed Transaction. Satisfying any requirements of these regulatory agencies may delay the date of completion of the Proposed Transaction. The requisite regulatory approvals may not be received on a timely basis, or at all (in which case the Proposed Transaction could not be completed), or may contain conditions or restrictions on completion of the Proposed Transaction that cannot be satisfied. In addition, any conditions or restrictions imposed could have the effect of imposing additional costs on or limiting the revenues of the combined company following the Proposed Transaction, which might have an adverse effect on the combined company following the Proposed Transaction. Further, it is possible that, among other things, restrictions on the combined operations of the two companies, including divestitures, may be sought by governmental agencies as a condition to obtaining the required regulatory approvals. This may diminish the benefits of the Proposed Transaction to the combined company or otherwise have an adverse effect on the combined company following the Proposed Transaction.
The number of shares of K-C common stock issuable in the First Merger in respect of one share of our common stock is fixed and will not be adjusted. Because the market price of K-C common stock may fluctuate, our shareholders cannot be sure of the market value of the stock consideration they will receive in exchange for their shares in connection with the Proposed Transaction.
At the time the First Merger is completed, each issued and outstanding share of our common stock will be converted into the right to receive the Merger Consideration, which consists of 1) 0.14625 shares of K-C common stock and 2) $3.50 in cash. The exchange ratio is fixed and will not be adjusted to reflect stock price changes of either our common stock or K-C common stock prior to the closing of the First Merger. Accordingly, the market value of the stock consideration that our shareholders will receive in the First Merger will vary based on the price of K-C common stock at the time our shareholders receive the Merger Consideration, and our shareholders cannot be sure of the market value of the share component of the Merger Consideration they will receive upon completion of the First Merger. The market price of K-C common stock is expected to fluctuate through and after the consummation of the Proposed Transaction, which may not occur for a considerable amount of time. Changes in the price of K-C common stock may result from a variety of factors, including general market and economic conditions, changes in K-C’s and our businesses, operations and prospects, changes in market assessments of the likelihood that the Proposed Transaction will be completed and/or the value that may be generated by the Proposed Transaction, changes with respect to expectations regarding the timing of the Proposed Transaction, and regulatory considerations. Many of these factors are beyond our and K-C’s control. In addition, the use of cash and incurrence of indebtedness by K-C in connection with the financing of the Proposed Transaction may have an adverse impact on K-C’s liquidity, limit K-C’s flexibility in responding to other business opportunities, and increase K-C’s vulnerability to adverse economic and industry conditions, each of which
could adversely affect the market price of K-C’s common stock prior to closing and that of the combined company following closing.
Similar paragraph at 1 of 31 other Consumer staples companies: COSTIf the Proposed Transaction fails to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, our shareholders may be required to pay additional U.S. federal income taxes.
Similar paragraph at 1 of 31 other Consumer staples companies: SYYThe Proposed Transaction is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and we and K-C intend to report the Proposed Transaction consistent with such qualification. However, the closing is not conditioned upon the receipt of an opinion of counsel or a ruling from the Internal Revenue Service (the “IRS”) that the Proposed Transaction will so qualify, and neither we nor K-C intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the Proposed Transaction. Consequently, no assurance can be given that the Proposed Transaction will so qualify, that the IRS will not challenge such qualification, or that a court would not sustain such a challenge. If the Proposed Transaction were to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a holder of our common stock generally would recognize gain or loss for U.S. federal income tax purposes upon the exchange of our common stock for K-C common stock in the Proposed Transaction. This would be in addition to income with respect to the Cash Consideration (as defined in Note 1, “Description of the Company and Summary of Significant Accounting Policies—Proposed Transaction with Kimberly-Clark” to the Consolidated Financial Statements included herein), which generally would constitute taxable income to a holder of our common stock in an amount equal to the lesser of the amount of such cash and the holder’s realized gain in its K-C common stock if the Proposed Transaction qualified as a “reorganization” within the meaning of Section 368(a) of the Code.
Our business operations may be subject to disruption due to uncertainties associated with the Proposed Transaction, which could adversely affect our or the combined company’s business, financial condition, cash flows, and results of operations pending and following the Proposed Transaction.
Similar paragraph at 1 of 31 other Consumer staples companies: SYYParties with which we do business may experience uncertainty associated with the Proposed Transaction, including with respect to current or future business relationships with us or the combined company following the Proposed Transaction. Our business relationships may be subject to disruption as customers, distributors, suppliers, vendors, landlords, and other third parties with whom they do business may attempt to delay or defer entering into new business relationships, negotiate changes in existing business relationships or consider entering into business relationships with parties other than us or the combined company following the Proposed Transaction. These disruptions could adversely affect our business, financial condition, cash flows, and results of operations regardless of whether the Proposed Transaction is completed and could adversely affect the combined company’s ability to realize the expected cost savings and other benefits of the Proposed Transaction. The risk and adverse effects of any disruption could be exacerbated by a delay in the closing of the Proposed Transaction or termination of the Merger Agreement.
If the Proposed Transaction is consummated, its completion is expected to trigger change-in-control or other provisions in certain agreements to which we or K-C is a party.
The consummation of the Proposed Transaction is expected to trigger change-in-control or other provisions in certain agreements to which we or K-C or our respective subsidiaries are a party. If we and K-C are unable to obtain the counterparties’ consents or waivers of those provisions, the counterparties may exercise their rights and remedies under the applicable agreements, including in some instances potentially terminating the agreements or seeking monetary damages. Even if we and K-C are able to negotiate consents or waivers, the counterparties may require a fee for such consents or waivers or seek to renegotiate the agreements on terms less favorable to the combined company.
In addition, in connection with the Proposed Transaction, we and K-C have agreed that the Proposed Transaction will constitute a “change in control,” or term of similar import, under certain Company compensation and benefit arrangements and K-C compensation and benefit arrangements, as applicable, which may result in additional payments and benefits to directors and executive officers.
Failure to integrate our and K-C’s businesses and operations successfully in the expected time frame may adversely affect the future results of the combined company.
Similar paragraph at 1 of 31 other Consumer staples companies: KMBWe and K-C have operated and, until the consummation of the Proposed Transaction, will continue to operate independently. Following the closing of the Proposed Transaction, our respective businesses may not be integrated successfully. It is possible that the integration process could result in the loss of key Company employees or key K-C employees, the loss of customers, service providers, vendors or other business counterparties, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, potential unknown liabilities and unforeseen
Similar paragraph at 1 of 31 other Consumer staples companies: KMBexpenses, delays, or regulatory conditions associated with and following the closing of the mergers or higher-than-expected integration costs, and an overall post-closing integration process that takes longer than originally anticipated. Specifically, the following challenges, among others, must be addressed in integrating our and K-C’s operations in order to realize the anticipated benefits of the Proposed Transaction:
•combining the companies’ operations and corporate functions and the resulting difficulties associated with managing a larger, more complex, diversified business and a larger portfolio of products;
Similar paragraph at 1 of 31 other Consumer staples companies: KMB•combining our and K-C’s businesses in a manner that permits the combined company to achieve the cost savings and operating synergies anticipated to result from the Proposed Transaction;
Similar paragraph at 1 of 31 other Consumer staples companies: KMB•avoiding delays in connection with the Proposed Transaction or the integration process;
•integrating personnel from the two companies and minimizing the loss of key employees;
Similar paragraph at 1 of 31 other Consumer staples companies: KMB•harmonizing the companies’ operating practices, employee development and compensation programs, internal controls, compliance and other policies, procedures, and processes;
Similar paragraph at 1 of 31 other Consumer staples companies: KMB•maintaining existing agreements with customers, service providers, vendors, and other business counterparties and avoiding delays in entering into new agreements with prospective customers, service providers, vendors, and other business counterparties;
•addressing possible differences in business backgrounds, corporate cultures, and management philosophies; and
•consolidating the companies’ operating, administrative, and information technology infrastructure and financial systems.
Similar paragraph at 1 of 31 other Consumer staples companies: KMBThe Merger Agreement subjects us to restrictions on our business activities prior to the effective time of the Proposed Transaction.
The Merger Agreement restricts us from entering into certain corporate transactions and from taking other specified actions without the consent of K-C until the closing of the Proposed Transaction. These restrictions could be in place for an extended period of time if the closing of the Proposed Transaction is delayed and could prevent us from pursuing attractive business opportunities that may arise prior to the closing of the Proposed Transaction.
We have incurred, and will continue to incur, significant costs in connection with the Proposed Transaction, which may be in excess of those we anticipated.
We have incurred, and expect to continue to incur, a number of non-recurring costs associated with negotiating and consummating the Proposed Transaction and combining our and K-C’s operations. These expenses have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will consist of costs related to the Proposed Transaction including, among other things, fees paid to financial, legal, and accounting advisors, employee retention, severance and benefits costs, filing fees, and debt restructuring costs. Many of these costs will be borne by us even if the Proposed Transaction is not completed. Additional unanticipated costs may be incurred in connection with the Proposed Transaction and the integration of the two companies’ businesses.
The Proposed Transaction may result in a loss of customers, distributors, service providers, suppliers, vendors, joint venture participants, and other business counterparties and may result in the termination of existing contracts.
Similar paragraph at 1 of 31 other Consumer staples companies: KMBFollowing the Proposed Transaction, some of our or K-C’s customers, distributors, service providers, suppliers, vendors, joint venture participants, and other business counterparties may terminate or scale back their current or prospective business relationships with the combined company. In addition, we and K-C have contracts with customers, distributors, service providers, suppliers, vendors, joint venture participants, and other business counterparties that may require us or K-C to obtain consents from these other parties in connection with the Proposed Transaction, which may not be obtained on favorable terms or at all. If relationships with customers, distributors, service providers, suppliers, vendors, joint venture participants, or other business counterparties are adversely affected by the Proposed Transaction, or if the combined company loses the benefits of our or K-C’s contracts, it could adversely affect our or the combined company’s business, results of operations, or financial condition.
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Pursuant to the Merger Agreement, we are subject to certain contractual limitations on acquisitions and divestitures prior to the closing of the Proposed Transaction. These restrictions may limit our ability to execute aspects of our growth strategy or portfolio optimization initiatives until the Proposed Transaction closes. See “—Risks Related to the Proposed Transaction with K-C—Failure to consummate the Proposed Transaction, or a delay in the consummation of the Proposed Transaction, could negatively impact our business, results of operations, financial condition, and stock price.”
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health and safety because of the conditions under which they are manufactured, which are often in unregulated, unlicensed, uninspected, and unsanitary sites, as well as the lack of regulation of and information about their contents.
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The manufacturing and distribution of our products involves a variety of raw materials, including resins, silicon, pulp and corn derivatives, paper, agrochemicals, vegetable oils and oleochemicals; and other inputs, including energy, labor, transportation
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From time to time we implement restructuring or strategic initiatives intended to maintain long-term sustainable growth, such as the recently announced restructuring initiative (as described in Note 20, “Subsequent Events,” to the Consolidated Financial
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6 more
internal testing identified low levels of benzene in some samples of the products, though based on exposure modeling and the EPA’s framework, daily exposure to benzene in the recalled products would not be expected to cause adverse health consequences.
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In addition, our affiliate Johnson & Johnson Consumer Inc., now known as Kenvue Brands LLC (“New JJCI”), has been named in cases, including one brought in October 2025 by the Attorney General of the State of Texas, alleging that exposure to Tylenol®, an acetaminophen product, is associated with the development of autism spectrum disorder and attention-deficit/hyperactivity disorder in children. In September 2025, officials in the U.S. federal government made similar allegations, and the FDA also stated it initiated the process for a label change for acetaminophen and issued a notice to physicians. A third party, Informed Consent Action Network, filed a citizen petition in September 2025 regarding safety-related labeling changes for the use of over-the-counter acetaminophen-containing drug products during pregnancy. Our subsidiary, Kenvue Brands LLC, submitted its response to the citizen petition in October 2025, requesting that the FDA deny the petition. In November 2025, a second citizen petition was filed by a third party, the Americans for Scientific Integrity, requesting the FDA update the labeling of OTC acetaminophen-containing drug products to reflect a potential risk of neurodevelopmental harm, including autism spectrum disorder, from exposure during early childhood. The foregoing actions may depress sales of products containing acetaminophen and could result in an increased risk of future litigation containing similar claims.
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jurisdictions in which we operate, and privacy enforcement by governmental authorities globally, particularly on data localization requirements and international data flows, has increased in recent years.
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•evolving national security strategies in key markets that link supply chains to national security goals; and
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and other inputs for our products and suppliers, foreign currency volatility, sanctions, export controls, and other trade restrictions, work stoppages, and diminished protection for our intellectual property.
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Our amended and restated Certificate of Incorporation provides exclusive forum provisions, which could limit our shareholders’ abilities to obtain a favorable judicial forum and may impose additional costs on shareholders in pursuing certain claims against us and discourage lawsuits with respect to such claims.
Similar paragraph at 1 of 31 other Consumer staples companies: WMTRead in the 10-K ↗
New in the latest 10-Q
6 paragraphs in the 10-Q filed Oct 30, 2026 with nothing like them in the 10-Q filed Aug 6, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
September 27, 2026 December 28, 2025 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Assets Current assets Cash and cash equivalents $ 1,039 $ 1,062 Trade receivables, less allowances for credit losses ($15 and $26 as of September 27, 2026 and December 28, 2025, respectively) 2,504 2,382 Inventories 1,815 1,666 Prepaid expenses and other receivables 410 432 Other current assets 171 155 Total current assets 5,939 5,697 Property, plant, and equipment, net 2,233 2,212 Intangible assets, net 8,330 8,694 Goodwill 9,251 9,509 Deferred taxes on income 244 237 Other assets 674 727 Total Assets $ 26,671 $ 27,076 Liabilities and Stockholders’ Equity Current liabilities Loans and notes payable $ 1,121 $ 1,453 Accounts payable 2,685 2,473 Accrued liabilities 1,522 1,159 Accrued rebates, returns, and promotions 770 755 Accrued taxes on income 118 105 Total current liabilities 6,216 5,945 Long-term debt 7,085 7,071 Deferred taxes on income 2,297 2,354 Employee-related obligations 341 340 Other liabilities 570 601 Total liabilities 16,509 16,311 Commitments and contingencies (Note 13) Stockholders’ Equity Preferred stock, $0.01 par value, 750,000 shares authorized; no shares issued and outstanding as of September 27, 2026 and December 28, 2025 — — Common stock, $0.01 par value, 12,500,000 shares authorized; 1,941,266 and 1,920,880 shares issued and outstanding as of September 27, 2026, respectively; 1,936,502 and 1,916,115 shares issued and outstanding as of December 28, 2025, respectively 19 19 Additional paid-in capital 16,437 16,348 Treasury stock, 20,387 shares at cost as of September 27, 2026 and December 28, 2025 (439) (439) Accumulated deficit (447) (204) Accumulated other comprehensive loss (5,408) (4,959) Total stockholders’ equity 10,162 10,765 Total Liabilities and Stockholders’ Equity $ 26,671 $ 27,076
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adoption is permitted. The Company is currently evaluating this guidance and the impact on its financial statements and related disclosures.
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claims in class actions and various individual personal injury actions with similar allegations to the U.S. litigation related to OTC Zantac (ranitidine) products.
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The parties to the Merger Agreement are required to obtain the approvals of certain regulatory agencies before completing the Pending Transaction. In connection with obtaining the required regulatory approvals, we have entered into definitive agreements for the sale of our feminine care business in certain countries, including an agreement with Essity Aktiebolag for the sale of our feminine care business in Brazil, which encompasses the Carefree®, Sempre Livre®, and o.b.® tampons brands. The divestiture transactions are subject to customary closing conditions, such as, for certain transactions, outstanding regulatory approval in the respective country, as well as the completion of the Pending Transaction.
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On September 28, 2026, in connection with the Pending Transaction, K-C commenced offers to exchange any and all of our Senior Notes (as defined in Note 4, “Borrowings,” to the Condensed Consolidated Financial Statements included herein) for up to $7,000,000,000 aggregate principal amount of new notes issued by K-C and cash (each a “K-C Exchange Offer” and, collectively, the “K-C Exchange Offers”) and, on our behalf, solicited consents (each a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to amend the indenture governing the Senior Notes to eliminate substantially all of the restrictive covenants and related provisions applicable to the Senior Notes (the “Amendments”). On October 9, 2026, we entered into a supplemental indenture to effect the Amendments, which will become operative with respect to a series of Senior Notes only upon the settlement of the K-C Exchange Offer and Consent Solicitation relating to such series of Senior Notes. The K-C Exchange Offers and Consent Solicitations are conditioned upon, among other things, the closing of the Pending Transaction, and the K-C Exchange Offers are expected to expire on or about the closing date of the Pending Transaction.
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sales was also impacted by volume-related Net sales increases. Gross profit margin was also impacted by favorable value realization.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Oct 30, 2026 against Item 1A of the 10-K filed Feb 20, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors in Part I, Item 1A, “Risk Factors,” included in our Annual Report.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
Work on KVUE in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/KVUE/export.csv") into a cell.