Kenvue LLC, as successor in interest to Kenvue Inc., filed Post-Effective Amendment No. 1 to two Form S-8 Registration Statements on November 2, 2026, deregistering all unsold shares under the Kenvue Inc. Long-Term Incentive Plan following the completion of Kimberly-Clark Corporation's acquisition of Kenvue.

Key Highlights

  • Merger completed: Kimberly-Clark Corporation completed its acquisition of Kenvue on November 2, 2026, pursuant to a Merger Agreement dated November 2, 2025.
  • Two-step merger structure: First Merger Sub merged into Kenvue, and the surviving entity then merged into Vesta Sub II, LLC (now renamed Kenvue LLC), leaving Kenvue LLC as a direct wholly owned subsidiary of Kimberly-Clark.
  • Shares originally registered: Registration No. 333-271735, filed May 8, 2023, covered 188,897,256 shares of Kenvue common stock, par value $0.01 per share, under the Long-Term Incentive Plan.
  • Additional shares registered: Registration No. 333-274377, filed September 6, 2023, registered an additional 69,438,910 shares under the same plan.
  • All unsold shares deregistered: The filing removes from registration any and all securities registered but unsold under both Registration Statements as of November 2, 2026.
  • Registrant status: Kenvue LLC is classified as a large accelerated filer, incorporated in Delaware, with principal executive offices at 1 Kenvue Way, Summit, New Jersey 07901.

Kenvue Long-Term Incentive Plan Registrations Terminated Following Kimberly-Clark Acquisition

According to the filing, Kenvue Inc. had originally registered shares of its common stock for issuance under the Kenvue Inc. Long-Term Incentive Plan, a compensation arrangement designed to grant equity-based awards to eligible participants. The first of the two relevant registration statements, Registration No. 333-271735, was filed with the SEC on May 8, 2023, and covered 188,897,256 shares at a par value of $0.01 per share. A second registration statement, Registration No. 333-274377, followed on September 6, 2023, covering an additional 69,438,910 shares under the same plan.

The filing discloses that Kimberly-Clark, a Delaware corporation, completed its acquisition of Kenvue on November 2, 2026, through a two-step merger process. In the first step, First Merger Sub, Inc., a direct wholly owned subsidiary of Kimberly-Clark, merged with and into Kenvue, with Kenvue continuing as the initial surviving company and a wholly owned subsidiary of Kimberly-Clark. Immediately thereafter, Kenvue merged with and into the Company, formerly known as Vesta Sub II, LLC, which survived the transaction and was renamed Kenvue LLC, remaining a direct wholly owned subsidiary of Kimberly-Clark.

As a consequence of those transactions, the filing states that Kenvue terminated all offerings of its securities under existing registration statements, including the two Long-Term Incentive Plan registrations. Consistent with an undertaking made in the original registration statements, Kenvue LLC, acting as successor in interest to Kenvue Inc., filed these Post-Effective Amendments to remove from registration any shares that had been registered for issuance but remained unsold as of the filing date. The amendments also terminate the effectiveness of both registration statements. The document was signed in Dallas, Texas, by Jeffrey S. McFall, Assistant Secretary of Kenvue LLC.

What Was Disclosed

Kenvue LLC filed Post-Effective Amendments to two S-8 Registration Statements on November 2, 2026, deregistering all unsold shares previously registered under the Kenvue Inc. Long-Term Incentive Plan and terminating both registration statements following the close of Kimberly-Clark's acquisition of Kenvue.