Kimberly-Clark Corporation (which we refer to as “K-C”) and Kenvue Inc. (which we refer to as “Kenvue”) have entered into a merger agreement (which, as it may be further amended from time to time, we refer to as the “merger agreement”) providing for the acquisition of Kenvue by K-C pursuant to a merger between a wholly owned subsidiary of K-C and Kenvue (which we refer to as the “first merger”), with Kenvue surviving as a direct wholly owned subsidiary of K-C (which we refer to as the “initial surviving company”), followed by a second merger between the initial surviving company and a wholly owned subsidiary of K-C (which we refer to as the “second merger” and, together with the first merger, the “mergers”).

Holders of K-C common stock (as defined below) (which we refer to as the “K-C stockholders”) as of the close of business on December 11, 2025, the record date, are invited to virtually attend a special meeting of K-C stockholders (which we refer to as the “K-C special meeting”) on January 29, 2026, at 8:00 a.m., Central Time, via live webcast at https://meetnow.global/MZG69WX (which we refer to as the “K-C special meeting website”). At the K-C special meeting, K-C stockholders will be asked to consider and vote upon (1) a proposal to approve the issuance of shares of common stock, par value $1.25 per share, of K-C (which we refer to as “K-C common stock”) in connection with the first merger (which we refer to as the “K-C issuance proposal”) and (2) a proposal to approve one or more adjournments of the K-C special meeting, if necessary or appropriate, to permit solicitation of additional proxies if there are not sufficient votes to approve the K-C issuance proposal (which we refer to as the “K-C adjournment proposal”).

Holders of Kenvue common stock (as defined below) (which we refer to as the “Kenvue stockholders”) as of the close of business on December 11, 2025, the record date, are invited to virtually attend a special meeting of Kenvue stockholders (which we refer to as the “Kenvue special meeting”) on January 29, 2026, at 9:00 a.m., Eastern Time, via live webcast at www.virtualshareholdermeeting.com/KVUE2026SM (which we refer to as the “Kenvue special meeting website”). At the Kenvue special meeting, Kenvue stockholders will be asked to consider and vote upon: (1) a proposal to adopt the merger agreement and the transactions contemplated therein, including the mergers (which we refer to as the “Kenvue merger proposal”); (2) a non-binding, advisory proposal to approve certain compensation that may be paid or become payable to Kenvue’s named executive officers that is based on or otherwise relates to the mergers (which we refer to as the “Kenvue advisory compensation proposal”); and (3) a proposal to approve the adjournment of the Kenvue special meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes at the time of the Kenvue special meeting to approve the Kenvue merger proposal (which we refer to as the “Kenvue adjournment proposal”).

For Kenvue stockholders, if the first merger is completed, you will be entitled to receive, for each issued and outstanding share of common stock, par value $0.01 per share, of Kenvue (which we refer to as “Kenvue common stock”) owned by you immediately prior to the effective time of the first merger, 0.14625 shares of K-C common stock plus $3.50 in cash (which we refer to, collectively, as the “merger consideration”), as further described in the joint proxy statement/prospectus accompanying this notice. The market value of the merger consideration will fluctuate with the price of K-C common stock. Based on the closing price of K-C common stock on October 31, 2025, the last trading day before the public announcement of the signing of the merger agreement, the value of the per-share merger consideration payable to holders of Kenvue common stock upon completion of the first merger was approximately $21.01. Based on the closing price of K-C common stock on December 15, 2025, the last practicable date before the date of the joint proxy statement/prospectus accompanying this notice, the value of the per-share merger consideration payable to holders of Kenvue common stock upon completion of the first merger was approximately $18.53. K-C common stock is traded on the Nasdaq Global Select Market under the symbol “KMB,” and Kenvue common stock is traded on the New York Stock Exchange under the symbol “KVUE.”

The K-C board of directors has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the mergers and the issuance of shares of K-C common stock in connection with the first merger, is fair to, and in the best interests of K-C and its stockholders; has unanimously declared advisable that K-C enter into the merger agreement and consummate the transactions contemplated by the merger agreement, including the mergers and the issuance of shares of K-C common stock in connection with the first merger; and unanimously recommends that K-C stockholders vote “FOR” the K-C issuance proposal and “FOR” the K-C adjournment proposal.

The Kenvue board of directors has unanimously determined that it is fair to, and in the best interests of, Kenvue and its stockholders, and declared it advisable, that Kenvue enter into the merger agreement and consummate the transactions contemplated by the merger agreement, including the mergers; has unanimously approved and declared advisable the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the mergers; and unanimously recommends that Kenvue stockholders vote “FOR” the Kenvue merger proposal, “FOR” the Kenvue advisory compensation proposal and “FOR” the Kenvue adjournment proposal.

K-C and Kenvue will each hold a virtual special meeting of its stockholders to consider certain matters relating to the mergers, which may be attended via the K-C special meeting website and the Kenvue special meeting website, respectively. K-C and Kenvue cannot complete the first merger unless, among other things, K-C stockholders approve the issuance of shares of K-C common stock in connection with the first merger and Kenvue stockholders adopt the merger agreement and the transactions contemplated therein, including the mergers.

Your vote is very important. To ensure your representation at the relevant company’s special meeting, complete and return the applicable enclosed proxy card or submit your proxy by phone or the internet. Please vote promptly whether or not you expect to virtually attend the relevant company’s special meeting. Submitting a proxy now will not prevent you from being able to vote at the relevant company’s special meeting.

The joint proxy statement/prospectus accompanying this notice is also being delivered to Kenvue stockholders as K-C’s prospectus for its offering of shares of K-C common stock in connection with the mergers.

The obligations of K-C and Kenvue to complete the mergers are subject to the satisfaction or waiver of the conditions set forth in the merger agreement, a copy of which is included as part of the accompanying joint proxy statement/prospectus. The accompanying joint proxy statement/prospectus provides you with detailed information about the mergers. It also contains or references information about K-C and Kenvue and certain related matters. You are encouraged to read the accompanying joint proxy statement/prospectus carefully and in its entirety. In particular, you should carefully read the section entitled “Risk Factors” beginning on page 28 of the accompanying joint proxy statement/prospectus for a discussion of risks you should consider in evaluating the mergers and the issuance of shares of K-C common stock in connection with the mergers and how they will affect you.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying joint proxy statement/prospectus or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated December 16, 2025 and is first being mailed to stockholders of K-C and Kenvue on or about December 16, 2025.

You are cordially invited to attend a virtual-only special meeting of stockholders (which we refer to as the “K-C special meeting”) of Kimberly-Clark Corporation (which we refer to as “K-C”) to be held on January 29, 2026 at 8:00 a.m., Central Time, via live webcast at https://meetnow.global/MZG69WX (which we refer to as the “K-C special meeting website”), for the following purposes:

K-C will transact no other business at the K-C special meeting, except such business as may properly be brought before the K-C special meeting by or at the direction of the K-C board of directors (which we refer to as the “K-C board”) in accordance with the by-laws of K-C, as amended from time to time (which we refer to as the “K-C by-laws”). The record date for the K-C special meeting has been set as December 11, 2025. Only holders of K-C common stock (which we refer to as “K-C stockholders”) of record as of the close of business on such record date are entitled to notice of, and to vote at, the K-C special meeting (via the K-C special meeting website or by proxy), or any adjournment or postponement of the K-C special meeting. For additional information regarding the K-C special meeting, see the section entitled “Special Meeting of K-C Stockholders” beginning on page 43 of the joint proxy statement/prospectus accompanying this notice.

The K-C board unanimously recommends that K-C stockholders vote “FOR” the K-C issuance proposal and “FOR” the K-C adjournment proposal.

The accompanying joint proxy statement/prospectus describes the K-C proposals in more detail. Please refer to the attached document, including the merger agreement and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the K-C special meeting. You are encouraged to read the entire document carefully before voting. In particular, see the section entitled “The Mergers” beginning on page 57 of the joint proxy statement/prospectus accompanying this notice for a description of the transactions contemplated by the merger agreement, including the K-C issuance proposal and the K-C adjournment proposal, and the section entitled “Risk Factors” beginning on page 28 of the joint proxy statement/prospectus accompanying this notice for an explanation of the risks associated with the mergers and the other transactions contemplated by the merger agreement, including the K-C issuance proposal and the K-C adjournment proposal.

PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE K-C SPECIAL MEETING VIA THE K-C SPECIAL MEETING WEBSITE. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.

If you have any questions concerning the K-C proposals, the mergers or the accompanying joint proxy statement/prospectus, would like additional copies or need help voting your shares of K-C common stock, please contact K-C’s proxy solicitor:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (which we refer to as the “Kenvue special meeting”) of Kenvue Inc. (which we refer to as “Kenvue”) will be held virtually on January 29, 2026 at 9:00 a.m., Eastern Time, to consider and vote on proposals:

The Kenvue special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the Kenvue special meeting online and to vote your shares electronically at the meeting by visiting www.virtualshareholdermeeting.com/KVUE2026SM (which we refer to as the “Kenvue special meeting website”).

Kenvue stockholder approval of the Kenvue merger proposal is required to complete the mergers as contemplated by the merger agreement. Kenvue stockholders will also be asked to approve the Kenvue advisory compensation proposal and the Kenvue adjournment proposal. Kenvue will transact no other business at the Kenvue special meeting. The record date for the Kenvue special meeting has been set as December 11, 2025. Only Kenvue stockholders of record as of the close of business on such record date are entitled to receive notice and to vote at the Kenvue special meeting or any postponement or adjournment of the Kenvue special meeting. For additional information regarding the Kenvue special meeting, see the section entitled “Special Meeting of Kenvue Stockholders” beginning on page 50 of the joint proxy statement/prospectus accompanying this notice.

The Kenvue board of directors unanimously recommends that you vote “FOR” the Kenvue merger proposal, “FOR” the Kenvue advisory compensation proposal and “FOR” the Kenvue adjournment proposal.

The Kenvue proposals are described in more detail in the accompanying joint proxy statement/prospectus, which you should read carefully and in its entirety before you vote. A copy of the merger agreement is attached as Annex A to the accompanying joint proxy statement/prospectus.

PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE KENVUE SPECIAL MEETING VIA THE KENVUE SPECIAL MEETING WEBSITE. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS. FOR

FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS.

If you have any questions concerning the Kenvue proposals, the mergers or the accompanying joint proxy statement/prospectus, would like additional copies or need help voting your shares of Kenvue common stock, please contact Kenvue’s proxy solicitor:

Your vote is very important. The mergers are conditioned on the approval of the Kenvue merger proposal by the Kenvue stockholders, and the Kenvue merger proposal requires the affirmative vote of the holders of a majority of the shares of Kenvue common stock outstanding and entitled to vote on such proposal. Kenvue stockholders will also be asked to approve the Kenvue advisory compensation proposal and the Kenvue adjournment proposal at the Kenvue special meeting. Kenvue stockholders are requested to complete, date, sign and return the enclosed proxy in the envelope provided, which requires no postage if mailed in the United States, or to submit their votes by phone or the internet. Simply follow the instructions provided on the enclosed proxy card. Abstentions, failure to submit a proxy or vote via the Kenvue special meeting website and broker non-votes will have the same effect as a vote “AGAINST” the Kenvue merger proposal.

This joint proxy statement/prospectus incorporates by reference important business and financial information about Kimberly-Clark Corporation (which we refer to as “K-C”) and Kenvue Inc. (which we refer to as “Kenvue”) from other documents that are not included in or delivered with this joint proxy statement/prospectus, including documents that K-C and Kenvue have filed with the U.S. Securities and Exchange Commission (which we refer to as the “SEC”). For a listing of documents incorporated by reference herein, see the section entitled “Where You Can Find More Information.” This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this joint proxy statement/prospectus and any of the documents incorporated by reference herein or other information concerning K-C or Kenvue, without charge, upon written or oral request to the applicable company’s principal executive offices. The respective addresses and contact information of such principal executive offices are listed below.

To obtain timely delivery of these documents before the K-C special meeting (as defined in the section entitled “Questions and Answers About the Mergers and the Special Meetings”), K-C stockholders must request the information no later than January 22, 2026 (which is five business days before the date of the K-C special meeting).

To obtain timely delivery of these documents before the Kenvue special meeting (as defined in the section entitled “Questions and Answers About the Mergers and the Special Meetings”), Kenvue stockholders must request the information no later than January 22, 2026 (which is five business days before the date of the Kenvue special meeting).

In addition, if you have questions about the mergers or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, contact Innisfree M&A Incorporated, the proxy solicitor for K-C, toll-free at (877) 800-5187, or for brokers and banks, collect at (212) 750-5833 or D.F. King & Co., Inc., the proxy solicitor for Kenvue, at (800) 848-3405, or for brokers and banks, at (646) 845-0148. You will not be charged for any of these documents that you request.

This document, which forms part of a registration statement on Form S-4 filed with the SEC by K-C (File No. 333-291928), constitutes a prospectus of K-C under Section 5 of the Securities Act of 1933, as amended (which we refer to as the “Securities Act”), with respect to the shares of common stock of K-C, par value $1.25 per share (which we refer to as “K-C common stock”), to be issued to Kenvue stockholders pursuant to the Agreement and Plan of Merger, dated as of November 2, 2025 (which, as it may be further amended from time to time, we refer to as the “merger agreement”), among Kenvue, K-C, Vesta Sub I, Inc. (which we refer to as “First Merger Sub”) and Vesta Sub II, LLC (which we refer to as “Second Merger Sub”).

This document also constitutes a notice of meeting and proxy statement of each of K-C and Kenvue under Section 14(a) of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”).

K-C has supplied all information contained or incorporated by reference herein relating to K-C, and Kenvue has supplied all information contained or incorporated by reference herein relating to Kenvue. K-C and Kenvue have both contributed to the information relating to the merger agreement contained in this joint proxy statement/prospectus.

Neither K-C nor Kenvue has authorized anyone to provide any information or to make any representations other than those contained in or incorporated by reference herein (including the annexes hereto) in connection with any vote, the giving or withholding of any proxy or any investment decision in connection with the merger agreement. K-C and Kenvue take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This joint proxy statement/prospectus is dated December 16, 2025, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein. Further, you should not assume that the information incorporated by reference in this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither K-C nor Kenvue assumes any obligation to update the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law. Neither the mailing of this joint proxy statement/prospectus to K-C or Kenvue stockholders nor the issuance by K-C of shares of K-C common stock pursuant to the merger agreement will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

All currency amounts referenced in this joint proxy statement/prospectus are in U.S. dollars.

The following are answers to certain questions that you may have regarding the K-C and Kenvue special meetings. K-C and Kenvue urge you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this document.

In addition to the other information contained in or incorporated by reference herein, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward Looking Statements” beginning on page 40 of this joint proxy statement/prospectus, you should carefully consider the following risks before deciding how to vote. You should also consider the other information in this joint proxy statement/prospectus and the other documents incorporated by reference herein, particularly the risk factors contained in the Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed by each of K-C and Kenvue. For additional information, see “Where You Can Find More Information” beginning on page 204 of this joint proxy statement/prospectus. In addition to the risks set forth below or referenced above, new risks may emerge from time to time and it is not possible to predict all risk factors, nor can K-C or Kenvue assess the impact of all factors on the mergers and the combined company following the mergers or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in or implied by any forward-looking statements.

At the time the first merger is completed, each issued and outstanding eligible share of Kenvue common stock will be converted into the right to receive the merger consideration, which consists of (i) 0.14625 shares of K-C common stock and (ii) $3.50 in cash. The exchange ratio is fixed and will not be adjusted to reflect stock price changes of either Kenvue common stock or K-C common stock prior to the closing of the first merger. Accordingly, the market value of the stock consideration that Kenvue’s stockholders will receive in the first merger will vary based on the price of K-C common stock at the time Kenvue’s stockholders receive the merger consideration, and, accordingly, Kenvue’s stockholders cannot be sure of the market value of the stock component of the merger consideration they will receive upon the closing of the first merger. The market price of K-C common stock has fluctuated since the date on which K-C and Kenvue announced they had entered into the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus through the date the mergers are completed, which could occur a considerable amount of time after the date of this joint proxy statement/prospectus. 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 Kenvue’s businesses, operations and prospects, changes in market assessments of the likelihood that the mergers will be completed or the value that may be generated by the mergers, changes with respect to expectations regarding the timing of the mergers and regulatory considerations. Many of these factors are beyond K-C’s and Kenvue’s control. In addition, the use of cash and incurrence of indebtedness by K-C in connection with the financing of the mergers 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 common stock prior to and following closing.

Based on the number of issued and outstanding shares of Kenvue common stock as of December 15, 2025, K-C anticipates issuing up to approximately 280,216,704 shares of K-C common stock pursuant to the merger agreement. The actual number of shares of K-C common stock to be issued pursuant to the merger agreement will be determined at the closing of the mergers based on the number of shares of Kenvue common stock outstanding immediately prior to the first merger. The issuance of these new shares could have the effect of depressing the market price of K-C common stock, through dilution of earnings per share or otherwise. Any dilution of, or delay of any accretion to, K-C’s earnings per share could cause the price of K-C common stock to decline or increase at a reduced rate.

Immediately after the closing of the mergers, it is expected that K-C stockholders as of immediately prior to the mergers will own approximately 54%, and Kenvue stockholders as of immediately prior to the mergers will own approximately 46%, of the issued and outstanding shares of K-C common stock, in each case calculated based on the fully diluted market capitalizations of K-C and Kenvue as of the date of signing of the merger agreement. As a result, current K-C stockholders and current Kenvue stockholders will have less influence on the management and policies of the combined company than they currently have on the management and policies of K-C and Kenvue, respectively.

The mergers are subject to a number of conditions that must be satisfied or waived prior to the closing of the mergers, which are described in the section entitled “The Merger Agreement—Conditions to the Closing of the Mergers” beginning on page 160 of this joint proxy statement/prospectus. These conditions to the consummation of the mergers may not be satisfied or waived in a timely manner or at all, and, accordingly, the mergers may be delayed or may not be completed.

In addition, if the first merger is not completed by November 2, 2026 (subject to automatic extension under certain circumstances described in the section entitled “The Merger Agreement—Termination” beginning on page 161 of this joint proxy statement/prospectus), either K-C or Kenvue may choose not to proceed with the mergers by terminating the merger agreement, and the parties can mutually decide to terminate the merger agreement at any time, before or after stockholder approval. In addition, K-C and Kenvue may elect to terminate the merger agreement in certain other circumstances as further detailed in “The Merger Agreement—Termination.”

The merger agreement contains provisions that may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of either K-C or Kenvue from considering or submitting to either K-C or Kenvue a competing proposal that might result in greater value to their respective stockholders than the mergers, or may result in a potential acquirer of K-C, or a potential competing acquirer of Kenvue, proposing to pay a lower price per share to acquire K-C or Kenvue, respectively, than it might otherwise have proposed to pay. These provisions include a general prohibition on K-C and Kenvue from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by the K-C board or the Kenvue board, as the case may be, entering into discussions with any third party regarding any competing proposal or offer for a competing transaction. Furthermore, even if the K-C board or the Kenvue board withdraws, qualifies or modifies its recommendation with respect to the K-C issuance proposal, in the case of the K-C board, or the Kenvue merger proposal, in the case of the Kenvue board, unless the merger agreement has been terminated in accordance with its terms, each of K-C and Kenvue will still be required to submit the K-C issuance proposal, in the case of the K-C board, and the Kenvue merger proposal, in the case of the Kenvue board, to a vote by the K-C stockholders and the Kenvue stockholders, respectively. The merger agreement further provides that under specified circumstances, including after a change of recommendation by either party’s board of directors and a subsequent termination of the merger agreement by the other party in accordance with its terms, K-C or Kenvue, as applicable, may be required to pay the other party a cash termination fee of $1.136 billion. For additional information, see “The Merger Agreement—Covenants and Agreements—No Solicitation” and “The Merger Agreement—Termination” beginning on pages 150 and 161, respectively, of this joint proxy statement/prospectus.

The merger agreement is subject to a number of conditions that must be fulfilled to complete the mergers. Those conditions include, among others, the approval by K-C stockholders of the K-C issuance proposal, the approval by Kenvue stockholders of the Kenvue merger proposal and certain regulatory approvals. A number of the conditions are not within the control of K-C or Kenvue and may prevent, delay or otherwise materially adversely affect the closing of the mergers. Neither K-C nor Kenvue can predict with certainty whether and when any of the required closing conditions will be satisfied or if another uncertainty may arise, and neither can assure you that it will be able to timely complete the mergers as currently contemplated under the merger agreement or at all. K-C’s and Kenvue’s respective businesses, results of operations, financial conditions or stock prices could be adversely affected, potentially in a material way, by the failure to complete the mergers, or by a delay in the closing of the mergers, and K-C or Kenvue may suffer consequences that could adversely affect their respective businesses, results of operations, financial conditions and stock prices, including the following:

In addition to the above risks, if the merger agreement is terminated under specified circumstances, either K-C or Kenvue may be required to pay the other a termination fee of $1.136 billion. For a description of these circumstances, see “The Merger Agreement—Termination” beginning on page 161 of this joint proxy statement/prospectus.

In considering the recommendation of (i) the K-C board that K-C stockholders vote in favor of the proposals on the agenda for the K-C special meeting or (ii) the Kenvue board that Kenvue stockholders vote in favor of the proposals on the agenda for the Kenvue special meeting, as applicable, K-C stockholders and Kenvue stockholders should be aware of and take into account the fact that certain K-C and Kenvue directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of K-C stockholders and Kenvue stockholders generally. The interests of K-C’s directors and executive officers include, among others, certain change-in-control severance benefits in the event of termination or constructive termination during specified time periods following the closing of the mergers, as further described in “The Mergers—Interests of K-C Directors and Executive Officers in the Mergers” beginning on page 127 of this joint proxy statement/prospectus. The interests of Kenvue’s directors and executive officers include, among others, certain change-in-control severance benefits in the event of termination or constructive termination prior to or during specified time periods following the closing of the mergers and rights to continuing indemnification and directors’ and officers’ liability insurance, as further described in “The Mergers—Interests of Kenvue Directors and Executive Officers in the Mergers” beginning on page 128 of this joint proxy statement/prospectus. The K-C board and the Kenvue board were aware of and considered, among other matters, the interests of their respective directors and officers when overseeing the negotiation of and evaluating the terms of the merger agreement and structure of the mergers and when determining their respective recommendations to their respective stockholders.

The unaudited pro forma condensed combined financial information contained in this joint proxy statement/prospectus are presented for illustrative purposes only, is based on a variety of adjustments, assumptions and preliminary estimates and may not be an indication of the financial position or results of operations of the combined company following the mergers for several reasons. Specifically, the unaudited pro forma condensed combined financial information does not reflect the effect of any potential acquisitions, divestitures or restructurings that may occur prior to or subsequent to the closing of the mergers or integration costs, other than as described in Note 3 to the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” In addition, the unaudited pro forma condensed combined financial information has been prepared with the assumption that K-C will be identified as

the acquirer under accounting principles generally accepted in the United States of America (“GAAP”) and reflects adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed. For additional information, see “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 167 of this joint proxy statement/prospectus. In addition, the mergers and post-mergers integration process may give rise to unexpected liabilities and costs, including costs associated with the defense and resolution of transaction-related litigation or other claims. Unexpected delays in completing the mergers or in connection with the post-merger integration process may significantly increase the related costs and expenses incurred by the combined company. The actual financial position and results of operations of the combined company following the mergers may not be consistent with, or evident from, the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus. In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus may not prove to be accurate and may be affected by other factors, including the risk factors described in the sections entitled “Risk Factors—Risks Relating to K-C’s Business” and “Risk Factors—Risks Relating to Kenvue’s Business” below. Any potential decline in the financial condition or results of operations of the combined company may cause significant variations in the price of K-C common stock. For additional information, see “Unaudited Pro Forma Condensed Combined Financial Information.”

K-C and Kenvue have received opinions from their respective financial advisors in connection with the signing of the merger agreement but have not obtained updated opinions from their respective financial advisors as of the date of this joint proxy statement/prospectus. Changes in the operations and prospects of K-C or Kenvue, general market and economic conditions and other factors that may be beyond the control of K-C or Kenvue, and on which the opinions of K-C’s and Kenvue’s financial advisors were based, may significantly alter the value of K-C or Kenvue or the prices of the shares of K-C common stock or Kenvue common stock by the time the mergers are completed. The opinions do not speak as of the time the mergers will be completed or as of any date other than the date of such opinions. Because K-C and Kenvue do not currently anticipate asking their respective financial advisors to update their opinions, the opinions will not address the fairness of the exchange ratio or the merger consideration, as applicable, from a financial point of view, at the time the mergers are completed. The K-C board’s recommendation that K-C stockholders vote in favor of the proposals on the agenda for the K-C special meeting and the Kenvue board’s recommendation that Kenvue stockholders vote in favor of the proposals on the agenda for the Kenvue special meeting, however, are made as of the date of this joint proxy statement/prospectus. For a description of the opinions that K-C and Kenvue received from their respective financial advisors, see “The Mergers—Opinions of K-C’s Financial Advisors” and “The Mergers—Opinions of Kenvue’s Financial Advisors” beginning on pages 80 and 102, respectively, of this joint proxy statement/prospectus. Copies of the opinions of each of J.P. Morgan Securities LLC and PJT Partners LP, financial advisors to K-C, are attached as Annex B and Annex C, respectively, to this joint proxy statement/prospectus, and copies of the opinions of each of Centerview Partners LLC and Goldman Sachs & Co. LLC, financial advisors to Kenvue, are attached as Annex D and Annex E, respectively, to this joint proxy statement/prospectus, and each such opinion is incorporated by reference herein in its entirety.

This joint proxy statement/prospectus includes certain financial information considered by K-C and Kenvue in connection with their respective businesses. The forecasted financial information prepared by K-C or Kenvue was not prepared with a view towards public disclosure or with a view toward compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants, or any other regulatory or professional body for preparation or presentation of prospective financial information. The forecasted financial information is inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These forecasts are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of K-C and Kenvue. Important factors that may affect the actual results of K-C and Kenvue and cause the forecasted financial information to not be achieved include risks and uncertainties relating to K-C’s and Kenvue’s respective businesses, industry performance, the regulatory environment, general business and economic conditions and other factors described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on

page 40 of this joint proxy statement/prospectus. In view of these uncertainties, the inclusion of forecasted financial information in this joint proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

The forecasted financial information has been prepared by, and is the responsibility of K-C management and Kenvue management, as applicable. The independent accountants of K-C and Kenvue have not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying forecasted financial information and, accordingly, the independent accountants of K-C and Kenvue do not express an opinion or any other form of assurance with respect thereto. The reports of the independent accountants of K-C and Kenvue incorporated by reference herein relate to the respective company’s previously issued financial statements. They do not extend to the forecasted financial information and should not be read to do so. In addition, the forecasted financial information reflects estimates and assumptions based on the experience of K-C and Kenvue management as of the date on which they were made, which are subject to change and do not reflect revised prospects for K-C’s and Kenvue’s respective businesses, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the forecasted financial information was prepared. Furthermore, any forward-looking statement speaks only as of the date on which it is made, and neither K-C nor Kenvue undertakes any obligation, other than as required by applicable law, to update the forecasted financial information to reflect events or circumstances after the dates as of which the forecasted financial information were prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances. In addition, since such forecasted financial information covers multiple years, and the underlying information by its nature becomes less predictive with each successive year, there can be no assurance that K-C’s, Kenvue’s or the combined company’s financial condition or results of operations will be consistent with those set forth in such forecasted financial information.

Each of K-C and Kenvue depends on the experience and industry knowledge of its management personnel and other key employees to execute its business plans. The success of the combined company after the mergers will depend in part on its ability to retain or attract key management personnel and other key employees. During the pendency or following the closing of the mergers, K-C’s and Kenvue’s respective current and prospective employees may experience uncertainty or have concerns regarding their roles within the combined company, the timing and closing of the mergers or the operations of the combined company, any of which may have an adverse effect on K-C’s and Kenvue’s ability to retain, attract or motivate key management and other key personnel. If K-C and Kenvue are unable to retain or motivate personnel, including key management personnel, who are critical to the future operations of the combined company, then K-C, Kenvue or the combined company could face disruptions in their respective operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment, training and retention costs. In addition, the loss of key K-C or Kenvue personnel could diminish the anticipated benefits of the mergers. No assurance can be given that the combined company will be able to retain or attract key management personnel and other key employees of K-C or Kenvue to the same extent that K-C and Kenvue have previously been able to retain or attract their own employees.

Parties with which K-C or Kenvue does business may experience uncertainty associated with the mergers, including with respect to current or future business relationships with K-C or Kenvue following the mergers. K-C’s and Kenvue’s business relationships may be subject to disruption as customers, distributors, suppliers, vendors, landlords, joint venture participants 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 K-C or Kenvue following the mergers. These disruptions could have a material and adverse effect on the business, financial condition, cash flows and results of operations of K-C or Kenvue, regardless of whether the mergers are completed, as well as a material and adverse effect on the combined company’s ability to realize the expected cost savings and other benefits of the mergers. The risk and adverse effects of any disruption could be exacerbated by a delay in closing of the mergers or termination of the merger agreement.

The consummation of the mergers may trigger change-in-control or other provisions in certain agreements to which K-C or Kenvue or their respective subsidiaries are a party. If K-C and Kenvue 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 K-C and Kenvue are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to the combined company.

In addition, in connection with the mergers, K-C and Kenvue have agreed that the mergers will constitute a “change in control,” or term of similar import, under certain K-C compensation and benefit arrangements and Kenvue compensation and benefit arrangements, as applicable, which may result in additional payments and benefits to directors and executive officers, as further described in more detail in the sections entitled “The Mergers—Interests of K-C Directors and Executive Officers in the Mergers” and “The Mergers—Interests of Kenvue Directors and Executive Officers in the Mergers” beginning on pages 127 and 128, respectively, of this joint proxy statement/prospectus.

K-C and Kenvue are required to obtain the approvals of certain regulatory agencies before completing the mergers, as detailed in the section entitled “The Merger Agreement—Covenants and Agreements—Efforts to Complete the Mergers; Regulatory Approvals” beginning on page 154 of this joint proxy statement/prospectus. Satisfying any requirements of these regulatory agencies may delay the closing date. The requisite regulatory approvals may not be received on a timely basis, or at all (in which case the mergers could not be completed), or may contain conditions or restrictions on closing of the mergers 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 mergers, which might have an adverse effect on the combined company following the mergers. Furthermore, 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 mergers to the combined company or otherwise have an adverse effect on the combined company following the mergers.

In addition, closing of the mergers is conditioned on the approval by Nasdaq of the listing of the shares of K-C common stock to be issued in the mergers, subject to official notice of issuance. Although K-C has agreed to use its reasonable best efforts to obtain the requisite stock exchange approval, there can be no assurance that such approval will be obtained.

K-C or Kenvue may determine to waive, in whole or in part, one or more of the conditions to closing the mergers prior to K-C or Kenvue, as the case may be, being obligated to complete the mergers. Each of K-C and Kenvue currently expects to evaluate the materiality of any waiver and its effect on its respective stockholders in light of the facts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies is required in light of such waiver. Any determination whether to waive any condition to the mergers, to re-solicit stockholder approval or to amend or supplement this joint proxy statement/prospectus as a result of a waiver will be made by K-C or Kenvue at the time of such waiver based on the facts and circumstances as they exist at that time.

The merger agreement restricts K-C and Kenvue from entering into certain corporate transactions and taking other specified actions without the consent of the other party, and generally requires each party to continue its operations in the ordinary course, until the closing of the mergers. These restrictions could be in place for an extended period of time if the closing of the mergers is delayed and could prevent K-C or Kenvue from pursuing attractive business opportunities that may arise prior to the closing of the mergers. For a description of the restrictive covenants to which K-C and Kenvue are subject, see “The Merger Agreement—Covenants and Agreements—Conduct of Business Prior to Closing” beginning on page 145 of this joint proxy statement/prospectus.

Each of K-C and Kenvue has incurred and expects to continue to incur a number of non-recurring costs associated with negotiating and completing the mergers and combining the operations of the two companies. These expenses have been, and will continue to be, substantial. The substantial majority of non-recurring expenses will consist of transaction costs related to the mergers, 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 K-C or Kenvue, as applicable, even if the mergers are not completed.

K-C and Kenvue also expect to incur transaction-related costs in connection with the formulation and implementation of integration plans, including the costs of consolidating facilities and systems and other employment-related costs. K-C and Kenvue will continue to assess the magnitude of these costs. Additional unanticipated costs may be incurred in connection with the mergers and the integration of the two companies’ businesses. Although K-C and Kenvue each expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow the benefits of combining the businesses to offset the costs of integration over time, this net benefit may not be achieved in the near term, or at all. For additional information, see “Risk Factors—Risks Relating to the Combined Company Following Consummation of the Mergers—The failure to integrate the businesses and operations of K-C and Kenvue successfully in the expected time frame may adversely affect the future results of the combined company” below.

The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition, cash flows and operating results of the combined company following the closing of the mergers.

Securities and fiduciary lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the merger agreement. Even if such lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on K-C’s and Kenvue’s respective liquidity and financial conditions. Lawsuits that may be brought against K-C, Kenvue or their respective directors and officers could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the merger agreement already implemented and to otherwise enjoin the parties from consummating the mergers. One of the conditions to the consummation of the mergers is the absence of any law or judgment from a governmental authority that enjoins or otherwise prohibits the closing of the mergers. Consequently, if a plaintiff is successful in obtaining an injunction prohibiting the closing of the mergers, that injunction may delay or prevent the mergers from being completed within the expected timeframe, or at all, which may adversely affect K-C’s and Kenvue’s respective businesses, financial conditions, cash flows or results of operations. In addition, either K-C or Kenvue may terminate the merger agreement if any legal restraint that enjoins or otherwise prohibits closing of the mergers has become final and non-appealable; provided that if the imposition of such legal restraint is the proximate result of a breach of the merger agreement, then this termination right is not available to such breaching party. There can be no assurance that any of the defendants would be successful in the outcome of any potential future lawsuits. The defense or settlement of any lawsuit or claim that remains unresolved at the time the mergers are completed may adversely affect K-C’s or Kenvue’s businesses, financial conditions, cash flows or results of operations.

The success of the combined company will depend, in part, on the ability of the combined company to realize the anticipated benefits and cost savings from combining K-C’s and Kenvue’s respective businesses, including operational and other synergies that K-C and Kenvue believe the combined company will be able to achieve. The anticipated benefits and cost savings of the mergers may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that K-C and Kenvue do not currently foresee. Risks that may be associated with the

combined company include, among others, the risks related to market fluctuations, failure of integration, unforeseen liabilities, employee and customer retention and increased indebtedness described in this section.

Upon the closing of the mergers, Kenvue stockholders who receive merger consideration will become holders of shares of K-C common stock. The market price of K-C common stock may fluctuate significantly following the closing of the mergers and holders of K-C common stock could lose some or all of the value of their investment. In addition, the stock market has experienced significant price and volume fluctuations in recent times which, if they continue to occur, could have a material adverse effect on the market for, or liquidity of, K-C common stock, regardless of the combined company’s actual operating performance.

Upon the closing of the mergers, Kenvue stockholders who receive merger consideration will become holders of K-C common stock. K-C’s financial position after the closing of the mergers may differ from its financial position before the closing of the mergers, and the results of operations or cash flows of K-C after the closing of the mergers may be affected by factors different from those currently affecting the financial position or results of operations or cash flows of K-C and Kenvue, respectively. Accordingly, the market price and performance of K-C common stock after the closing of the mergers likely will be different from the performance of K-C common stock or Kenvue common stock in the absence of the mergers. In addition, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, K-C common stock, regardless of K-C’s actual operating performance. For a discussion of the businesses of K-C and Kenvue and of some important factors to consider in connection with those businesses, see “Risk Factors—Risks Relating to K-C’s Business” and “Risk Factors—Risks Relating to Kenvue’s Business” below.

K-C and Kenvue have operated and, until the closing of the mergers, will continue to operate independently. Following the closing of the mergers, their respective businesses may not be integrated successfully. It is possible that the integration process could result in the loss of key K-C employees or key Kenvue 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 expenses, 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 the operations of K-C and Kenvue in order to realize the anticipated benefits of the mergers:

In addition, at times, the attention of certain members of either company’s or both companies’ management and other resources may be focused on the closing of the mergers and the integration of the two businesses and as such diverted from day-to-day business operations or other opportunities that may be beneficial to either company, which may disrupt either company’s ongoing operations and the operations of the combined company.

Following the mergers, some of the customers, distributors, service providers, suppliers, vendors, joint venture participants and other business counterparties of K-C or Kenvue may terminate or scale back their current or prospective business relationships with the combined company. In addition, K-C and Kenvue have contracts with customers, distributors, service providers, suppliers, vendors, joint venture participants and other business counterparties that may require K-C or Kenvue to obtain consents from these other parties in connection with the mergers, 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 mergers, or if the combined company loses the benefits of the contracts of K-C or Kenvue, the business, financial condition, cash flows or results of operations of the combined company could be materially and adversely affected.

As of September 30, 2025, K-C had approximately $7.3 billion of outstanding indebtedness. As of September 28, 2025, Kenvue had approximately $9.0 billion of outstanding indebtedness, consisting primarily of amounts outstanding under the Kenvue notes (as defined below), its commercial paper program and finance lease liabilities. K-C expects to incur acquisition-related debt financing of approximately $5.0 billion on a pro forma basis after giving effect to the IFP Transaction (as defined in “Notes to Unaudited Pro Forma Condensed Combined Financial Information” in this joint proxy statement/prospectus). We estimate that the pro forma indebtedness of the combined company, assuming the closing of the mergers had occurred on September 30, 2025, would have been approximately $20.5 billion after giving effect to the IFP Transaction and the repayment of the outstanding principal balance of Kenvue’s existing Senior Notes due 2026. This amount is subject to increase to $22.2 billion if the IFP Transaction closes after the closing of the mergers. K-C is reviewing the treatment of Kenvue’s existing indebtedness and may, but is not obligated to refinance, repurchase, redeem, exchange or otherwise terminate all or a portion of Kenvue’s existing indebtedness in connection with or following the consummation of the mergers. K-C and/or Kenvue may also conduct one or more exchange offers, offers to purchase and/or consent solicitations in relation to the Kenvue notes but no decisions with respect thereto have been made as of the date of this joint proxy statement/prospectus. For more information, see “The Mergers—Treatment of Kenvue Indebtedness” beginning on page 136 of this joint proxy statement/prospectus.

The combined company’s substantially increased indebtedness will reduce its flexibility to respond to changing business and economic conditions, and could have adverse effects on its financial condition, cash flows or results of operations, including by:

In connection with the debt refinancing related to the mergers, it is anticipated that K-C would seek ratings of the indebtedness of the combined company from one or more nationally recognized credit rating agencies. Such credit ratings would reflect each rating organization’s opinion of the combined company’s financial strength, operating performance and ability to meet its debt obligations. Such credit ratings will affect the cost and availability of future borrowings and, accordingly, its cost of capital. There can be no assurance that the combined company will achieve a particular rating or maintain a particular rating in the future.

In addition, the combined company’s ability to arrange additional financing or refinancing of this existing debt will depend on, among other factors, its financial condition and performance, as well as prevailing market conditions and other factors beyond its control. There can be no assurance that the combined company will be able to obtain additional financing or refinance existing debt on favorable terms or at all.

Although each of K-C and Kenvue has paid cash dividends on its respective shares of common stock in the past, the K-C board may determine not to declare dividends in the future or may reduce the amount of dividends paid in the future. Decisions on whether, when and in which amounts to declare and pay any future dividends will remain in the discretion of the full K-C board (as constituted following the mergers). Any dividend payment amounts will be determined by the K-C board on a quarterly basis, and it is possible that the K-C board may increase or decrease the amount of dividends paid in the future, or determine not to declare dividends in the future, at any time and for any reason. K-C and Kenvue expect that any such decisions will depend on K-C’s financial condition, results of operations, cash balances, cash requirements, future prospects, the outlook for commodity prices and other considerations that the K-C board deems relevant, including, but not limited to: whether K-C has enough cash to pay such dividends due to its cash requirements, capital spending plans, cash flows or financial position; K-C’s desire to maintain or improve the credit ratings on its debt; and applicable restrictions under Delaware law. Stockholders should be aware that they have no contractual or other legal right to dividends that have not been declared. For additional information, see “Comparative Per Share Market Price and Dividend Information” beginning on page 27 of this joint proxy statement/prospectus.

In accordance with ASC 805, (as defined below) the mergers will be accounted for as an acquisition by K-C pursuant to the acquisition method of accounting for business combinations. Under the acquisition method of accounting, K-C will record the net tangible and identifiable intangible assets and liabilities of Kenvue and its subsidiaries as of the closing of the mergers, at their respective fair values. The reported financial condition and results of operations of K-C for periods after the closing of the mergers will reflect Kenvue balances and results after the closing of the mergers but will not be restated retroactively to reflect the historical financial position or results of operations of Kenvue and its subsidiaries for periods prior to the mergers. For additional information, see “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 167 of this joint proxy statement/prospectus.

Under the acquisition method of accounting, the total purchase price will be allocated to Kenvue’s tangible assets and liabilities and identifiable intangible assets based on their fair values as of the date of the closing of the mergers, with any excess purchase price allocated to goodwill. To the extent the value of goodwill or intangibles, if any, becomes impaired in the future, the combined company may be required to recognize material non-cash charges relating to such impairment. The combined company’s operating results may be significantly impacted from both the impairment and the underlying trends in the business that triggered the impairment.

Upon the closing of the mergers, Kenvue stockholders will no longer be stockholders of Kenvue, and Kenvue stockholders who receive merger consideration will become holders of K-C common stock. There will be important differences between the current rights of Kenvue stockholders and the rights to which such stockholders will be entitled

as K-C stockholders. For a discussion of the different rights associated with shares of K-C common stock, see “Comparison of Stockholders’ Rights” beginning on page 188 of this joint proxy statement/prospectus.

Based on the number of shares of Kenvue common stock outstanding as of December 15, 2025, K-C anticipates issuing up to approximately 280,216,704 shares of K-C common stock pursuant to the merger agreement. Following their receipt of shares of K-C common stock as merger consideration in the mergers, former Kenvue stockholders may seek to sell the shares of K-C common stock delivered to them, and the merger agreement contains no restriction on the ability of former Kenvue stockholders to sell such shares of K-C common stock following the closing of the mergers. Other K-C stockholders may also seek to sell shares of K-C common stock held by them following the closing of the mergers. These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of shares of K-C common stock, may affect the market for, and the market price of, K-C common stock in an adverse manner.

The K-C by-laws provide that, unless K-C consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of K-C, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of K-C to K-C or its stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty, (iii) any action asserting a claim against K-C or any director, officer or other employee of K-C arising pursuant to any provision of the DGCL, the K-C certificate of incorporation or the K-C by-laws, (iv) any action asserting a claim against K-C or any director, officer or other employee of K-C governed by the internal affairs doctrine or (v) any action asserting an “internal corporate claim” (as that term is defined in Section 115 of the DGCL), to the fullest extent permitted by law, and subject to applicable jurisdictional requirements, will be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court or a federal district court located within the State of Delaware). The enforceability of similar choice-of-forum provisions in other companies’ bylaws has been challenged in legal proceedings, and it is possible that, in connection with claims arising under federal securities laws or otherwise, a court could find the exclusive forum provision contained in the K-C by-laws to be inapplicable or unenforceable.

This exclusive-forum provision may limit the ability of a stockholder, including a former holder of Kenvue common stock who becomes a holder of K-C common stock after the mergers are completed, to bring a claim in a judicial forum of its choosing for disputes with K-C or its directors, officers or other employees, which may discourage lawsuits against K-C and its directors, officers and other employees. Alternatively, if a court were to find this exclusive-forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, K-C may incur additional costs associated with resolving such matters in other jurisdictions, which could negatively affect K-C’s business, results of operations and financial condition. In addition, stockholders who do bring a claim in a state or federal court located within the State of Delaware could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Delaware. In addition, the court located in the State of Delaware may reach different judgments or results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be more favorable to K-C than to its stockholders.

In addition to the risk factors described above relating to the combined company, you should read and consider risk factors specific to K-C’s business that will also affect the combined company. These risks are described in Part I, Item 1A of K-C’s Annual Report on Form 10-K for the year ended December 31, 2024 and in other documents that are incorporated by reference herein. For the location of information incorporated by reference in this joint proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 204 of this joint proxy statement/prospectus.

In addition to the risk factors described above relating to the combined company, you should read and consider risk factors specific to Kenvue’s businesses that will also affect the combined company. These risks are described in Part I, Item 1A of Kenvue’s Annual Report on Form 10-K for the year ended December 29, 2024, in Part II, Item 1A of

Kenvue’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2025 and in other documents that are incorporated by reference herein. For the location of information incorporated by reference in this joint proxy statement/prospectus, see “Where You Can Find More Information” beginning on page 204 of this joint proxy statement/prospectus.

You should read the discussion under the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers” for a more complete discussion of U.S. federal income tax considerations relating to the mergers and the ownership and disposition of K-C common stock received in the first merger.

The mergers, taken together, are intended to qualify as a “reorganization” under Section 368(a) of the Code. K-C and Kenvue intend to report the mergers, taken together, consistent with such treatment. It is not a condition to K-C or Kenvue’s obligations to complete the transactions that the mergers, taken together, so qualify. None of the parties to the merger agreement have sought or intend to seek any ruling from the IRS regarding the qualification of the mergers, taken together, as a “reorganization” within the meaning of Section 368(a) of the Code. Consequently, no assurance can be given that the mergers, taken together, will so qualify, that the IRS will not challenge such qualification or that a court would not sustain such a challenge. If the mergers, taken together, were to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers”) of Kenvue’s common stock generally would recognize gain or loss for U.S. federal income tax purposes upon the exchange of Kenvue common stock for K-C common stock in the first merger. This would be in addition to income with respect to the cash consideration, which generally would constitute taxable income to a U.S. holder of Kenvue’s common stock in an amount equal to the lesser of the amount of such cash and the U.S. holder’s realized gain in its K-C common stock if the mergers, taken together, qualified as a “reorganization” within the meaning of Section 368(a) of the Code.

For a more complete description of the U.S. federal income tax consequences of the mergers, see the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers.”

Certain matters contained in this joint proxy statement/prospectus, including projections as to the anticipated benefits of the proposed transaction, the impact of the proposed transaction on K-C’s and Kenvue’s business and future financial and operating results and prospects, the amount and timing of synergies from the proposed transaction, the terms and scope of the expected financing in connection with the proposed transaction, the aggregate amount of indebtedness of the combined company following the closing of the proposed transaction, expectations regarding cash flow generation and the post-closing capital structure, growth initiatives, innovations, marketing and other spending, net sales, anticipated currency rates and exchange risks, effective tax rate and other contingencies in connection with the proposed transaction, and the closing date for the proposed transaction, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and are based upon the current expectations and beliefs of the management of K-C and Kenvue concerning future events impacting K-C and Kenvue and are qualified by the inherent risks and uncertainties surrounding future expectations generally. There can be no assurance that these future events will occur as anticipated or that our results will be as estimated. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties, many of which are beyond K-C’s and Kenvue’s control. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update them. Some of these forward-looking statements can be identified by words like “anticipate,” “approximately,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “outlook,” “plan,” “potential,” “possible,” “predict,” “project,” “target,” “seek,” “should,” “will,” or “would,” the negative of these words, other terms of similar meaning or the use of future dates.

The assumptions used as a basis for the forward-looking statements include many estimates that depend on many factors outside of K-C’s or Kenvue’s control, including, but not limited to, risks and uncertainties around the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including circumstances requiring a party to pay the other party a termination fee pursuant to the merger agreement, the risk that the conditions to the completion of the proposed transaction (including stockholder and regulatory approvals) are not satisfied in a timely manner or at all, the possibility that competing offers or transaction proposals may be made, the risks arising from the integration of the K-C and Kenvue businesses, the uncertainty of rating agency actions, the risk that the anticipated benefits and synergies of the proposed transaction may not be realized when expected or at all and that the proposed transaction may not be completed in a timely manner or at all, the risk of unexpected costs or expenses resulting from the proposed transaction, the risk of litigation related to the proposed transaction, including resulting expense or delay, the risks related to disruption to ongoing business operations and diversion of management’s time as a result of the proposed transaction, the risk that the proposed transaction may have an adverse effect on the ability of K-C and Kenvue to retain key personnel, customers and suppliers, the risk that the credit ratings of the combined company declines following the proposed transaction, the risk that the announcement or the consummation of the proposed transaction has a negative effect on the market price of the capital stock of K-C and Kenvue or on K-C’s and Kenvue’s operating results, the risk of product liability litigation or government or regulatory action, including related to product liability claims, the risk of product efficacy or safety concerns resulting in product recalls or regulatory action, risks relating to inflation and other economic factors, such as interest rate and currency exchange rate fluctuations, government trade or similar regulatory actions (including current and potential trade and tariff actions and other constraints on trade affecting the countries where K-C or Kenvue operate and the resulting negative impacts on our supply chain, commodity costs, and consumer spending), natural disasters, acts of war, terrorism, catastrophes, pandemics, epidemics or other disease outbreaks, the prices and availability of K-C’s or Kenvue’s raw materials, manufacturing difficulties or delays or supply chain disruptions, disruptions in the capital and credit markets, counterparty defaults (including customers, suppliers and financial institutions with which K-C or Kenvue do business), impairment of goodwill and intangible assets and projections of operating results and other factors that may affect impairment testing, changes in customer preferences, severe weather conditions, regional instabilities and hostilities, potential competitive pressures on selling prices for K-C and Kenvue products, energy costs, general economic and political conditions globally and in the markets in which K-C and Kenvue do business (including the related responses of consumers, customers and suppliers on sanctions issued by the U.S., the European Union, Russia or other countries), the ability to maintain key customer relationships, competition, including technological advances, new products and intellectual property attained by competitors, challenges inherent in new product research and development, uncertainty of commercial success for new and existing products and digital capabilities, challenges to intellectual property protections (including counterfeiting), the ability of K-C and Kenvue to successfully execute business development strategy and other strategic plans, changes to applicable laws and regulations and other requirements imposed by stakeholders, as well as changes in behavior and spending patterns of consumers, could affect the realization of these estimates.

Additional information and factors concerning these risks, uncertainties and assumptions can be found in K-C’s and Kenvue’s respective filings with the SEC, including the risk factors discussed in K-C’s and Kenvue’s most recent Annual Reports on Form 10-K, as updated by their Quarterly Reports on Form 10-Q and future filings with the SEC. Forward-looking statements included herein are made only as of the date hereof and neither K-C nor Kenvue undertakes any obligation to update any forward-looking statements, or any other information in this joint proxy statement/prospectus, as a result of new information, future developments or otherwise, or to correct any inaccuracies or omissions in them which become apparent. All forward-looking statements in this joint proxy statement/prospectus are qualified in their entirety by this cautionary statement.

K-C is a global consumer-products company engaged in the manufacture, marketing and sale of personal care and paper products worldwide. K-C’s product portfolio is anchored by a number of well-known brands across the baby care, feminine care, adult care, family care and hygiene categories, including Huggies®, Kleenex®, Scott®, Kotex®, Cottonelle®, Poise®, Depend®, Andrex®, Pull-Ups®, Goodnites®, Intimus®, Plenitud®, Sweety®, Softex®, Viva® and WypAll®. As of December 31, 2024, K-C had net sales of approximately $16.8 billion. K-C’s 2024 operating profit was approximately $2.7 billion and net income was approximately $2.2 billion. K-C common stock is listed on Nasdaq, trading under the symbol “KMB.”

For additional information about K-C and its subsidiaries, see the documents incorporated by reference in this joint proxy statement/prospectus in the section entitled “Where You Can Find More Information” beginning on page 204 of this joint proxy statement/prospectus.

Kenvue is a pure-play consumer health company with iconic brands including Aveeno®, BAND-AID® Brand, Johnson’s®, Listerine®, Neutrogena®, Nicorette®, Tylenol®, and Zyrtec®. Kenvue’s portfolio includes self-care, skin health and beauty, and essential health products which are marketed across more than 165 countries worldwide. For the fiscal twelve months ended December 29, 2024, Kenvue had net sales of approximately $15.5 billion, operating income of approximately $1.8 billion and net income of approximately $1.0 billion. Kenvue common stock is listed on the New York Stock Exchange under the ticker symbol “KVUE.”

For additional information about Kenvue and its subsidiaries, see the documents incorporated by reference in this joint proxy statement/prospectus in the section entitled “Where You Can Find More Information” beginning on page 204 of this joint proxy statement/prospectus.

First Merger Sub is a direct, wholly owned subsidiary of K-C. Upon the completion of the First Merger, First Merger Sub will cease to exist. First Merger Sub was incorporated in Delaware on October 30, 2025 for the sole purpose of effecting the mergers.

Second Merger Sub is a direct, wholly owned subsidiary of K-C. Upon the completion of the Second Merger, Second Merger Sub will survive as a direct wholly owned subsidiary of K-C, except the name of Second Merger Sub will be “Kenvue LLC.” Second Merger Sub was formed in Delaware on October 30, 2025 for the sole purpose of effecting the mergers.

The K-C special meeting will be held virtually via live webcast on January 29, 2026, at 8:00 a.m., Central Time. Because the K-C special meeting is completely virtual and being conducted via live webcast, K-C stockholders will not be able to attend the K-C special meeting in person. To enter the K-C special meeting, stockholders, or their proxyholder, may participate, vote, and ask questions at the K-C special meeting by visiting https://meetnow.global/MZG69WX and using their control number found on their proxy card or instruction form. K-C intends to mail this joint proxy statement/prospectus and the enclosed form of proxy to its stockholders entitled to vote (in person virtually or by proxy) at the K-C special meeting on or about December 16, 2025.

The purpose of the K-C special meeting is to consider and vote on the following proposals:

K-C will transact no other business at the K-C special meeting, except such business as may properly be brought before the K-C special meeting by or at the direction of the K-C board in accordance with the K-C by-laws.

The K-C board unanimously recommends that K-C stockholders vote “FOR” the K-C issuance proposal and “FOR” the K-C adjournment proposal.

For additional information on the recommendation of the K-C board, see the section entitled “The Mergers—Recommendation of the K-C Board of Directors and Reasons for the Mergers.”

Only holders of record of issued and outstanding shares of K-C common stock as of the close of business on December 11, 2025, the record date for the K-C special meeting, are entitled to notice of, and to vote at, the K-C special meeting, whether via the K-C special meeting website or by proxy, or any adjournment or postponement of the K-C special meeting.

As of the close of business on the record date, there were 331,892,847 shares of K-C common stock issued and outstanding and entitled to vote at the K-C special meeting. K-C stockholders may cast one vote for each share of K-C common stock held by them as of the close of business on the record date.

A complete list of K-C stockholders entitled to vote at the K-C special meeting will be available for inspection at K-C’s offices in Irving, Texas during ordinary business hours for a period of no less than 10 days before the K-C special meeting. If you would like to examine the list of K-C stockholders, please contact the K-C Corporate Secretary at 351 Phelps Dr., Irving, Texas 75038. The list of K-C stockholders will also be made available for inspection upon request to the K-C Corporate Secretary, subject to the satisfactory verification of stockholder status. The list of K-C stockholders entitled to vote at the K-C special meeting will also be made available for inspection during the K-C special meeting via the K-C special meeting website at https://meetnow.global/MZG69WX.

A quorum of K-C stockholders is necessary for K-C to conduct business with respect to a proposal. Under the K-C by-laws, the presence at the K-C special meeting, whether via the K-C special meeting website or by proxy, of the majority in interest of all shares of K-C common stock issued and outstanding and entitled to vote on each of the K-C issuance proposal and the K-C adjournment proposal will be necessary to establish a quorum with respect to such proposal. If you submit a properly executed proxy card, even if you vote “against” the proposal or vote to “abstain” in respect of the proposal, your shares of K-C common stock will be counted for purposes of calculating whether a quorum is present.

If you are a stockholder of record and you do not provide your proxy by signing and returning your proxy card or via the internet, by telephone or vote at the K-C special meeting via the K-C special meeting website, your shares will not be voted with respect to a proposal at the K-C special meeting, will not be counted as present via the K-C special meeting website or by proxy with respect to a proposal at the K-C special meeting and will not be counted as present for purposes of determining whether a quorum exists.

If your properly executed proxy does not contain voting instructions, the persons named as proxies will vote your shares in accordance with the voting recommendations of the K-C board.

Under applicable stock exchange rules, brokers, banks and other nominees do not have discretionary authority to vote on the K-C issuance proposal or the K-C adjournment proposal and will not be able to vote on the K-C issuance proposal or the K-C adjournment proposal absent instructions from the beneficial owner. Accordingly, the failure of a beneficial owner to provide voting instructions to its broker, bank, or other nominee will result in a broker non-vote, which will not be considered present and entitled to vote on the K-C issuance proposal or the K-C adjournment proposal or for the purpose of determining the presence of a quorum with respect to the vote thereon.

Executed but unvoted proxies will be voted in accordance with the recommendation of the K-C board.

The votes required for each K-C proposal are as follows:

A broker non-vote occurs when a broker or other nominee returns a valid proxy card without voting on such proposal because they did not receive voting instructions from the street name holder and do not have discretionary authority to vote the shares on a particular proposal. Shares represented by broker non-votes will not be voted on any proposal for which the broker or other nominee has no discretionary authority to vote.

Under applicable rules, brokers or other nominees have discretionary voting power with respect to matters that are considered routine. Brokers will not be permitted to vote shares of K-C common stock at the K-C special meeting with respect to the K-C issuance proposal or the K-C adjournment proposal without receiving instructions from the beneficial owner of such shares, as they are considered non-routine.

The K-C issuance proposal and the K-C adjournment proposal are described in the sections entitled “K-C Proposals—The K-C Issuance Proposal” and “K-C Proposals—The K-C Adjournment Proposal,” respectively.

K-C stockholders, whether holding shares directly as stockholders of record or beneficially in “street name,” may vote by providing their proxies via the internet by going to the web address provided on the enclosed proxy card and following the instructions for internet voting, by phone using the toll-free phone number listed on the enclosed proxy card or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

K-C stockholders of record may vote their shares via the K-C special meeting website at the K-C special meeting or by submitting their proxies:

K-C stockholders who hold their shares in “street name” by a broker, bank or other nominee should refer to the voting instruction form or other information forwarded by their broker, bank or other nominee for instructions on how to vote their shares.

Shares held directly in your name as stockholder of record may be voted at the K-C special meeting via the K-C special meeting website. If you choose to attend the K-C special meeting and vote your shares via the K-C special meeting website, you will need the control number included on your proxy card. Even if you plan to attend the K-C special meeting, the K-C board recommends that you vote your shares in advance so that your vote will be counted if you later decide not to attend the K-C special meeting.

If you are a beneficial holder, you will need to obtain a control number from your broker, bank or other nominee holder of record giving you the right to vote the shares.

For more information, see the section entitled “Special Meeting of K-C Stockholders—Attending the K-C Special Meeting Virtually” beginning on page 47 of this joint proxy statement/prospectus.

Whether you hold your shares of K-C common stock directly as the stockholder of record or beneficially in “street name,” you may direct your vote by proxy without attending the K-C special meeting. You can vote by proxy by phone, the internet or mail by following the instructions provided in the enclosed proxy card. If your properly executed proxy does not contain voting instructions, the persons named as proxies will vote your shares in accordance with the voting recommendations of the K-C board.

If you have any questions about how to vote or direct a vote in respect of your shares of K-C common stock, you may contact Innisfree M&A Incorporated, K-C’s proxy solicitor, toll-free at (877) 800-5187, or for brokers and banks, collect at (212) 750-5833.

If a quorum is not present at the K-C special meeting, or if a quorum is present but there are not sufficient votes at the time of the K-C special meeting to approve the K-C issuance proposal, then K-C stockholders may be asked to vote on the K-C adjournment proposal and thereby adjourn the K-C special meeting to a later time and place.

At any subsequent reconvening of the K-C special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting, and all proxies will be voted in the same manner as they would have been voted at the original convening of the K-C special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

In addition, the merger agreement provides that K-C may, after consultation with Kenvue, adjourn, recess or postpone the K-C special meeting (i) if it is necessary to postpone or adjourn the K-C special meeting to ensure that any required supplement or amendment to the joint proxy statement/prospectus is provided to the stockholders of K-C within a reasonable amount of time in advance of the K-C special meeting, (ii) if as of the time for which the K-C special meeting is originally scheduled there are insufficient shares of K-C common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the K-C special meeting or (iii) to solicit additional proxies for the purpose of obtaining the K-C stockholder approval (including at the request of Kenvue in connection with the foregoing). However, unless otherwise agreed to by Kenvue, the K-C special meeting will not be postponed or adjourned (x) by more than 10 days or (y) in the case of (ii) above, by more than 15 days after the date on which the K-C special meeting was (or was required to be) originally scheduled (in each case not including any adjournments or postponements required by law or government order), and will not be adjourned to a date on or after the date that is three business days prior to November 2, 2026.

If you are a stockholder of record of K-C, whether you vote by phone, the internet or mail, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

The enclosed proxy card is being solicited by K-C and the K-C board. K-C bears all expenses incurred in connection with the solicitation of proxies. In addition to solicitation by mail, K-C’s directors, officers and employees may solicit proxies in person, by phone or by electronic means. These persons will not be specifically compensated for conducting such solicitation.

K-C has retained Innisfree to assist in the solicitation process. K-C has engaged Innisfree to solicit proxies for an estimated fee of $200,000 plus an additional success fee of $300,000 if K-C stockholders approve the K-C issuance proposal, which may be supplemented by an additional fee to be mutually agreed upon in the event of a contested solicitation or public opposition to the mergers, as well as reasonable and customary documented expenses. K-C also has agreed to indemnify Innisfree against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

K-C will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of K-C common stock held of record by such nominee holders. K-C will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

Under Delaware law, K-C stockholders are not entitled to appraisal rights in connection with the issuance of shares of K-C common stock as contemplated by the merger agreement.

The matters to be considered at the K-C special meeting are of great importance to the K-C stockholders. Accordingly, you are urged to read and carefully consider the information contained in or incorporated by reference into this joint proxy statement/prospectus and submit your proxy by phone or the internet or complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-paid envelope. If you submit your proxy by phone or the internet, you do not need to return the enclosed proxy card.

If you need assistance in completing your proxy card or have questions regarding the K-C special meeting, contact:

As of December 11, 2025, K-C directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 2,456,338 shares of K-C common stock, or approximately 0.74% of the total outstanding shares of K-C common stock as of December 11, 2025.

K-C currently expects that all of its directors and executive officers will vote their shares “FOR” each of the K-C proposals.

You are entitled to attend the K-C special meeting only if you are a stockholder of record of K-C at the close of business on the record date or you held your shares of K-C common stock beneficially in the name of a broker, bank or other nominee as of the record date, or if you hold a valid proxy for the K-C special meeting.

The K-C special meeting will be hosted virtually via live webcast at https://meetnow.global/MZG69WX. The meeting will begin promptly on January 29, 2026, at 8:00 a.m., Central Time, and online access will open 30 minutes prior to allow time to login.

To login to and attend the meeting you have two options: join as a “Stockholder” or join as a “Guest.” Joining as a “Stockholder” will enable you to vote your shares at the meeting and ask questions. To join as a “Stockholder” you will be required to have some additional information, as described below. Alternatively, you can join as a “Guest” in listen-only mode.

If you hold shares through the K-C transfer agent, Computershare, you do not need to preregister. To join the meeting as a “Stockholder,” use the annual meeting control number listed on the proxy card you previously received in the email with your voting instructions.

If you hold shares through an intermediary, such as a bank, broker or other nominee, and want to join the meeting as a stockholder, you have two options:

Within four business days following the K-C special meeting, K-C intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four-business-day period, K-C will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four business days of the date that the final results are certified.

It is a condition to the consummation of the mergers that K-C stockholders approve the issuance of shares of K-C common stock in the mergers. If the mergers are completed, each Kenvue stockholder will receive, for each eligible share of Kenvue common stock that is issued and outstanding as of immediately prior to the effective time of the first merger, 0.14625 shares of K-C common stock plus $3.50 in cash, as further described in the sections entitled “The Mergers—Merger Consideration to Kenvue Stockholders” and “The Merger Agreement—Consideration.”

Under Nasdaq rules, a company is required to obtain stockholder approval prior to the issuance of shares of common stock if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the shares of common stock. If the first merger is completed pursuant to the merger agreement, K-C expects to issue up to approximately 280,216,704 shares of K-C common stock in connection with the first merger based on the number of shares of Kenvue common stock outstanding as of December 15, 2025. Accordingly, the aggregate number of shares of K-C common stock that K-C will issue in the first merger will exceed 20% of the shares of K-C common stock outstanding before such issuance, and for this reason, K-C is seeking the approval of K-C stockholders for the issuance of shares of K-C common stock pursuant to the merger agreement. In the event the K-C issuance proposal is not approved by K-C stockholders, the mergers will not be completed.

In the event the K-C issuance proposal is approved by K-C stockholders, but the merger agreement is terminated (without the first merger being completed) prior to the issuance of shares of K-C common stock pursuant to the merger agreement, K-C will not issue any shares of K-C common stock as a result of the approval of the K-C issuance proposal.

Approval of the K-C issuance proposal requires the affirmative vote of a majority of shares of K-C common stock present at the K-C special meeting, whether present via the K-C special meeting website or by proxy, and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the K-C issuance proposal, while a broker non-vote will have no effect on the outcome of the vote on the K-C issuance proposal.

The K-C board unanimously recommends that K-C stockholders vote “FOR” the K-C issuance proposal.

The K-C adjournment proposal, if adopted, will allow the K-C board to adjourn the K-C special meeting, if necessary, to a later date or dates at the determination of the K-C board, including to solicit additional proxies in favor of the K-C issuance proposal if there are not sufficient votes at the time of the K-C special meeting to approve the K-C issuance proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to K-C stockholders.

K-C is asking its stockholders to authorize the holder of any proxy solicited by the K-C board to vote in favor of any adjournment to the K-C special meeting to solicit additional proxies if there are not sufficient votes to approve the K-C issuance proposal or to ensure that any supplement to this joint proxy statement/prospectus is timely provided to K-C stockholders.

Approval of the K-C adjournment proposal requires the affirmative vote of a majority of shares of K-C common stock present at the K-C special meeting, whether present via the K-C special meeting website or by proxy, and entitled to vote on the proposal. Abstentions will have the same effect as a vote “AGAINST” the K-C adjournment proposal, while a broker non-vote will have no effect on the outcome of the vote on the K-C adjournment proposal.

The K-C board unanimously recommends that K-C stockholders vote “FOR” the K-C adjournment proposal.

The Kenvue special meeting will be held virtually on January 29, 2026, at 9:00 a.m, Eastern Time. Kenvue stockholders will be able to attend the Kenvue special meeting online and vote their shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/KVUE2026SM, which is the Kenvue special meeting website.

The purpose of the Kenvue special meeting is to consider and vote on:

Kenvue will transact no other business at the Kenvue special meeting.

The Kenvue board unanimously recommends that Kenvue stockholders vote:

For additional information on the recommendation of the Kenvue board, see the section entitled “The Mergers—Recommendation of the Kenvue Board of Directors and Reasons for the Mergers.”

Only holders of record of issued and outstanding shares of Kenvue common stock as of the close of business on December 11, 2025, the record date for the Kenvue special meeting, are entitled to receive notice and to vote at the Kenvue special meeting or any postponement or adjournment of the Kenvue special meeting.

As of the close of business on the record date, there were 1,915,984,439 shares of Kenvue common stock issued and outstanding and entitled to vote at the Kenvue special meeting, and no shares of Kenvue preferred stock issued and outstanding. Each share of Kenvue common stock is entitled to one vote.

A complete list of Kenvue stockholders entitled to vote at the Kenvue special meeting will be available for inspection at Kenvue’s principal place of business during regular business hours for a period of no less than 10 days before the Kenvue special meeting at 1 Kenvue Way, Summit, New Jersey 07901. The list of Kenvue stockholders entitled to vote at the Kenvue special meeting will also be made available for inspection during the Kenvue special meeting via the Kenvue special meeting website at www.virtualshareholdermeeting.com/KVUE2026SM.

In order for business to be conducted at the Kenvue special meeting, a quorum must be present. A quorum at the Kenvue special meeting requires the presence in person or by proxy of the holders of record of a majority of voting power of the outstanding Kenvue common stock entitled to vote.

If you submit a properly executed proxy card, even if you do not vote for any proposal or vote to “abstain” in respect of each proposal, your shares of Kenvue common stock will be counted for purposes of calculating whether a quorum is present for the transaction of business at the Kenvue special meeting. Kenvue common stock held in “street name” with respect to which the beneficial owner fails to give voting instructions to the bank or broker, and Kenvue common stock with respect to which the beneficial owner otherwise fails to vote, will not be considered present and entitled to vote at the Kenvue special meeting for the purpose of determining the presence of a quorum.

A broker “non-vote” occurs when a bank or broker holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner, but does have discretionary voting power over other “routine” items and submits votes for those matters. Kenvue does not expect any broker non-votes at the Kenvue special meeting because the rules applicable to banks, brokers and other nominees only provide banks, brokers and other nominees with discretionary authority to vote on proposals that are considered “routine,” whereas each of the proposals to be presented at the Kenvue special meeting is considered “non-routine.” As a result, no bank or broker will be permitted to vote your shares of Kenvue common stock at the special meeting without receiving instructions.

Except as noted below with respect to shares held in a Kenvue savings plan, if your properly executed proxy does not contain voting instructions, the persons named as proxies will vote your shares in accordance with the voting recommendations of the Kenvue board.

The affirmative vote of the holders of a majority of the shares of Kenvue common stock outstanding and entitled to vote on the proposal is required to approve the Kenvue merger proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Kenvue merger proposal. Failure to vote on the Kenvue merger proposal will have the same effect as a vote “AGAINST” the Kenvue merger proposal.

The affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the Kenvue special meeting and entitled to vote on the proposal is required to approve the Kenvue advisory compensation proposal on an advisory basis. Broker non-votes are not treated as votes either cast “FOR” or “AGAINST” the Kenvue advisory compensation proposal. Abstentions will have the effect as a vote “AGAINST” the Kenvue advisory compensation proposal. Any failure by a Kenvue stockholder to vote will have no effect on the outcome of the Kenvue advisory compensation proposal.

The affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the Kenvue special meeting and entitled to vote on the proposal is required to approve the Kenvue adjournment proposal. Broker non-votes are not treated as votes either cast “FOR” or “AGAINST” the Kenvue adjournment proposal. Abstentions will have the effect as a vote “AGAINST” the Kenvue adjournment proposal. Any failure by a Kenvue stockholder to vote will have no effect on the outcome of the Kenvue adjournment proposal.

The Kenvue merger proposal, the Kenvue advisory compensation proposal and the Kenvue adjournment proposal are described in the section entitled “Kenvue Proposals.”

If you are a registered Kenvue stockholder of record (your Kenvue shares are registered in your own name with Kenvue’s transfer agent, Computershare Trust Company, N.A.), then you can vote any one of four ways:

If you hold your shares in a brokerage account in your broker’s name (“street name”), you will receive voting instructions provided by your broker, bank, trustee or nominee. If you would like to vote your shares at the Kenvue special meeting, you will need to obtain a valid proxy from the broker, bank, trustee or nominee that holds your shares giving you the right to vote the shares at the meeting.

If you are the beneficial owner of shares held in street name, you have the right to direct your bank or broker how to vote your shares, and it is required to vote your shares in accordance with your instructions. If you do not give instructions to your bank or brokerage firm, your bank or brokerage firm will not be permitted to vote your shares on the Kenvue proposals and your shares will be considered “broker non-votes” on the Kenvue proposals.

Whether you hold your shares of Kenvue common stock directly as the stockholder of record or beneficially in “street name,” you may direct your vote by proxy without virtually attending the Kenvue special meeting. You can vote by proxy by telephone, the internet or mail by following the instructions provided in the enclosed proxy card.

The persons named as proxies will vote your shares in accordance with your instructions. Except as noted below with respect to shares held in a Kenvue savings plan, if your properly executed proxy does not contain voting instructions, the persons named as proxies will vote your shares in accordance with the voting recommendations of the Kenvue board.

If you are an employee who participates in a Kenvue savings plan, you can vote the shares (if any) that are deemed to be in your account as of the record date.

To do so, you must sign and return the proxy card or vote by the internet or telephone, as instructed in the proxy materials you received in connection with these shares in the Kenvue savings plan. Voting instructions must be received no later than 5:00 p.m., Eastern Time, on January 26, 2026, so that the trustee (who votes the shares on behalf of the participants of a Kenvue savings plan) has adequate time to tabulate the voting instructions. The trustee will vote those shares you instruct. If you do not provide voting instructions, the trustee will vote your Kenvue savings plan shares in the same proportion as the Kenvue savings plan shares of other participants for which the trustee has received proper voting instructions, if the voted shares are at 5% or above of allocated shares. If the voted shares in that plan are less than 5% of allocated shares, the trustee may vote any undirected shares in its discretion.

If you have any questions about how to vote or direct a vote in respect of your shares of Kenvue common stock, you may contact D.F. King & Co., Inc. (which we refer to as “D.F. King”), Kenvue’s proxy solicitor, toll-free at (800) 848-3405, or for brokers and banks, collect at (646) 845-0148.

In accordance with the Kenvue bylaws, whether or not a quorum is present, the chair of the Kenvue special meeting will have the power to adjourn the Kenvue special meeting from time to time for the purpose of, among other things, soliciting additional proxies. If the Kenvue special meeting is adjourned, Kenvue stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use. At any subsequent reconvening of the Kenvue special meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Kenvue special meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

In addition, the merger agreement provides that Kenvue may, after consultation with K-C, adjourn, recess or postpone the Kenvue special meeting (i) if it is necessary to postpone or adjourn the Kenvue special meeting to ensure that any required supplement or amendment to the joint proxy statement/prospectus is provided to the stockholders of Kenvue within a reasonable amount of time in advance of the Kenvue special meeting, (ii) if as of the time for which the Kenvue special meeting is originally scheduled there are insufficient shares of Kenvue common stock represented (either in person or by proxy) to constitute a quorum necessary to conduct the business of the Kenvue special meeting or (iii) to solicit additional proxies for the purpose of obtaining the votes necessary to approve the Kenvue merger proposal (including at the request of K-C in connection with the foregoing). However, unless otherwise agreed to by K-C, the Kenvue special meeting will not be postponed or adjourned (x) by more than 10 days or (y) in the case of (ii) above, by more than 15 days after the date on which the Kenvue special meeting was (or was required to be) originally scheduled (in each case not including any adjournments or postponements required by law or government order), and will not be adjourned to a date on or after the date that is three business days prior to November 2, 2026.

If you are a stockholder of record of Kenvue, whether you vote by telephone, the internet or mail, you can change or revoke your proxy before it is voted at the meeting in one of the following ways:

Kenvue is providing these proxy materials in connection with the solicitation by the Kenvue board of proxies to be voted at the Kenvue special meeting. Kenvue bears all expenses incurred in connection with the solicitations of proxies. Kenvue has engaged D.F. King to solicit proxies for an estimated fee of $50,000, plus expenses. In addition to the solicitation of proxies by mail and electronically, Kenvue intends to ask brokers and bank nominees to solicit proxies from their principals and will pay the brokers and bank nominees their expenses for the solicitation. Kenvue’s directors, officers and employees also may solicit proxies by mail, telephone, electronic or facsimile transmission or in person. They will not receive any additional compensation for these activities.

Kenvue will ask brokers, banks and other nominees to forward the proxy solicitation materials to the beneficial owners of shares of Kenvue common stock held of record by such nominee holders. Kenvue will reimburse these nominee holders for their customary clerical and mailing expenses incurred in forwarding the proxy solicitation materials to the beneficial owners.

If the mergers are completed, holders of shares of Kenvue common stock who do not wish to accept the merger consideration are entitled to seek appraisal of their shares of Kenvue common stock under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their shares of Kenvue common stock exclusive of any element of value arising from the accomplishment or expectation of the mergers, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your shares of Kenvue common stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the merger consideration that you are otherwise entitled to receive under the merger agreement. These rights are known as “appraisal rights.” This joint proxy statement/prospectus serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. They will instead receive an amount determined to be the “fair value” of their shares of Kenvue common stock following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal should recognize that the fair value of their shares of Kenvue common stock determined under Section 262 could be more than, the same as or less than the merger consideration they would otherwise be entitled to receive pursuant to the merger agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record or a beneficial owner of shares of Kenvue common stock who (i) continuously holds such shares through the first effective time, (ii) has not consented to or otherwise voted in favor of the mergers or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with the procedures under Section 262, (iv) does not thereafter withdraw their demand for appraisal of such shares and (v) in the case of a beneficial owner, a person who (a) reasonably identifies in their demand the holder of record of the shares for which the demand is made, (b) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (c) provides an address at which such beneficial owner

consents to receive notices given by Kenvue and to be set forth on the Chancery list, will be entitled to receive the fair value of their shares of Kenvue common stock exclusive of any element of value arising from the accomplishment or expectation of the mergers, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The foregoing summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this joint proxy statement/prospectus. Any person who desires to exercise their appraisal rights should review carefully Section 262 and is urged to consult their legal and financial advisors before electing or attempting to exercise such rights.

For more information, see “The Mergers—Kenvue Stockholders’ Appraisal Rights” beginning on page 122 of this joint proxy statement/prospectus.

The matters to be considered at the Kenvue special meeting are of great importance to the Kenvue stockholders. Accordingly, you are urged to read and carefully consider the information contained in or incorporated by reference into this joint proxy statement/prospectus and submit your proxy by telephone or the internet or complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-paid envelope. If you submit your proxy by telephone or the internet, you do not need to return the enclosed proxy card.

If you need assistance in completing your proxy card or have questions regarding the Kenvue special meeting, contact:

As of December 11, 2025, Kenvue directors and executive officers, and their affiliates, as a group, owned and were entitled to vote 21,198,791 shares of Kenvue common stock, or approximately 1.11% of the total outstanding shares of Kenvue common stock as of December 11, 2025.

Kenvue currently expects that all of its directors and executive officers will vote their shares “FOR” the Kenvue merger proposal, “FOR” the Kenvue advisory compensation proposal and “FOR” the Kenvue adjournment proposal.

You can attend the Kenvue special meeting by visiting www.virtualshareholdermeeting.com/KVUE2026SM, where you will be able to listen to the meeting live and vote online. Only stockholders of record of Kenvue common stock as of the close of business on the record date are entitled to receive notice of and to vote at the Kenvue special meeting and at any postponement or adjournment of the meeting.

To enter the meeting, you will need the 16-digit control number, which is included on your proxy card if you are a stockholder of record, or included with your voting instruction card and voting instructions received from your broker, bank, trustee or other holder of record if you hold your shares of Kenvue common stock in “street name.”

Kenvue expects to announce the preliminary voting results at the Kenvue special meeting. In addition, within four business days following the Kenvue special meeting, Kenvue intends to file the final voting results with the SEC on a Current Report on Form 8-K. If the final voting results have not been certified within that four-business-day period,

Kenvue will report the preliminary voting results on a Current Report on Form 8-K at that time and will file an amendment to the Current Report on Form 8-K to report the final voting results within four business days of the date that the final results are certified.

It is a condition to the consummation of the mergers that Kenvue stockholders approve the Kenvue merger proposal. As a result of the first merger, each Kenvue stockholder will be entitled to receive, for each eligible share of Kenvue common stock that is issued and outstanding as of immediately prior to the effective time of the first merger, the merger consideration of (i) 0.14625 shares of K-C common stock plus (ii) $3.50 in cash, further described in the sections entitled “The Mergers—Merger Consideration to Kenvue Stockholders” and “The Merger Agreement—Consideration.”

The approval by such stockholders of the Kenvue merger proposal is required by Section 251 of the DGCL and is a condition to the consummation of the mergers.

The affirmative vote of the holders of a majority of the shares of Kenvue common stock outstanding and entitled to vote on the proposal is required to approve the Kenvue merger proposal. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the Kenvue merger proposal. Failure to vote on the Kenvue merger proposal will have the same effect as a vote “AGAINST” the Kenvue merger proposal.

The Kenvue board unanimously recommends a vote “FOR” the Kenvue merger proposal.

As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, which were enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, Kenvue is required to provide its stockholders the opportunity to vote to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Kenvue’s named executive officers that is based on or otherwise relates to the mergers, as described in the section entitled “The Mergers—Interests of Kenvue Directors and Executive Officers in the Mergers—Quantification of Potential Payments and Benefits to Kenvue’s Named Executive Officers in Connection with the Mergers—Golden Parachute Compensation.” Accordingly, Kenvue stockholders are being provided the opportunity to cast a non-binding, advisory vote on such payments.

As a non-binding, advisory vote, the Kenvue advisory compensation proposal is not binding upon Kenvue or the Kenvue board or K-C or the K-C board, and approval of the Kenvue advisory compensation proposal is not a condition to the consummation of the mergers and is a vote separate and apart from the Kenvue merger proposal. Accordingly, Kenvue stockholders may vote to approve the Kenvue merger proposal and vote not to approve the Kenvue advisory compensation proposal and vice-versa. Because the mergers-related executive compensation to be paid in connection with the mergers is based on the terms of the merger agreement as well as the contractual arrangements with Kenvue’s named executive officers, such compensation will be payable, regardless of the outcome of this non-binding, advisory vote, if the Kenvue merger proposal is approved (subject only to the contractual conditions applicable thereto). However, Kenvue seeks the support of its stockholders and believes that stockholder support is appropriate as its executive compensation programs are designed to incentivize executives to successfully execute a transaction such as that contemplated by the mergers from its early stages until consummation. Accordingly, Kenvue stockholders are being asked to vote on the following resolution:

The affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the Kenvue special meeting and entitled to vote on the proposal is required to approve the Kenvue advisory compensation proposal on an advisory basis. Broker non-votes are not treated as votes either cast “FOR” or

“AGAINST” the Kenvue advisory compensation proposal. Abstentions will have the effect as a vote “AGAINST” the Kenvue advisory compensation proposal. Any failure by a Kenvue stockholder to vote will have no effect on the outcome of the Kenvue advisory compensation proposal.

The Kenvue board unanimously recommends a vote “FOR” the Kenvue advisory compensation proposal.

The Kenvue special meeting may be adjourned from time to time to another time or place, if the chair of the meeting determines necessary or appropriate, to permit, among other things, further solicitation of proxies if necessary to obtain additional votes in favor of the Kenvue merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to Kenvue stockholders.

If, at the Kenvue special meeting, (i) there are insufficient shares of Kenvue common stock represented (either in person (via the internet) or by proxy) to constitute a quorum necessary to conduct the business of such meeting, (ii) additional time is required for the filing and mailing of any supplemental or amended disclosure which Kenvue has determined is reasonably likely to be required under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by Kenvue stockholders prior to the special meeting of Kenvue stockholders, (iii) additional time is needed to allow for solicitation of additional proxies, if and to the extent Kenvue reasonably believes the number of shares of Kenvue common stock present or represented and voting in favor of the Kenvue merger proposal is insufficient to approve such proposal or (iv) if required by law, Kenvue intends to move to adjourn the Kenvue special meeting. In accordance with the Kenvue bylaws, in the absence of a quorum, the Kenvue special meeting may also be adjourned from time to time by the chair of the Kenvue special meeting or by the holders of a majority of the voting power present in person or represented by proxy at the Kenvue special meeting and entitled to vote at the Kenvue special meeting.

The affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the Kenvue special meeting and entitled to vote on the proposal is required to approve the Kenvue adjournment proposal. Broker non-votes are not treated as votes either cast “FOR” or “AGAINST” the Kenvue adjournment proposal. Abstentions will have the effect as a vote “AGAINST” the Kenvue adjournment proposal. Any failure by a Kenvue stockholder to vote will have no effect on the outcome of the Kenvue adjournment proposal.

This discussion of the mergers is qualified in its entirety by reference to the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A and incorporated by reference herein in its entirety. You should read the entire merger agreement carefully as it is the legal document that governs the mergers.

At the first effective time (as defined below), First Merger Sub will merge with and into Kenvue. As a result of the first merger, the separate corporate existence of First Merger Sub will cease, and Kenvue will continue as the initial surviving company in the first merger and as a wholly owned subsidiary of K-C. Immediately following the consummation of the first merger, as the second step in a single integrated transaction with the first merger, Kenvue (as the initial surviving company) will merge with and into Second Merger Sub. As a result of the second merger, the separate corporate existence of Kenvue will cease, and Second Merger Sub will continue as a wholly owned subsidiary of K-C.

K-C is a global consumer-products company engaged in the manufacture, marketing and sale of personal care and paper products worldwide. K-C’s product portfolio is anchored by a number of well-known brands across the baby care, feminine care, adult care, family care and hygiene categories, including Huggies®, Kleenex®, Scott®, Kotex®, Cottonelle®, Poise®, Depend®, Andrex®, Pull-Ups®, Goodnites®, Intimus®, Plenitud®, Sweety®, Softex®, Viva® and WypAll®. As of December 31, 2024, K-C had net sales of approximately $16.8 billion. K-C’s 2024 operating profit was approximately $2.7 billion and net income was approximately $2.2 billion. K-C common stock is listed on Nasdaq, trading under the symbol “KMB.”

For additional information about K-C and its subsidiaries, see the documents incorporated by reference in this joint proxy statement/prospectus in the section entitled “Where You Can Find More Information” beginning on page 204 of this joint proxy statement/prospectus.

Kenvue is a pure-play consumer health company with iconic brands including Aveeno®, BAND-AID® Brand, Johnson’s®, Listerine®, Neutrogena®, Nicorette®, Tylenol®, and Zyrtec®. Kenvue’s portfolio includes self-care, skin health and beauty, and essential health products which are marketed across more than 165 countries worldwide. For the fiscal twelve months ended December 29, 2024, Kenvue had net sales of approximately $15.5 billion, operating income of approximately $1.8 billion and net income of approximately $1.0 billion. Kenvue common stock is listed on the New York Stock Exchange under the ticker symbol “KVUE.”

For additional information about Kenvue and its subsidiaries, see the documents incorporated by reference in this joint proxy statement/prospectus in the section entitled “Where You Can Find More Information” beginning on page 204 of this joint proxy statement/prospectus.

First Merger Sub is a direct, wholly owned subsidiary of K-C. Upon the completion of the First Merger, First Merger Sub will cease to exist. First Merger Sub was incorporated in Delaware on October 30, 2025 for the sole purpose of effecting the mergers.

Second Merger Sub is a direct, wholly owned subsidiary of K-C. Upon the completion of the Second Merger, Second Merger Sub will survive as a direct wholly owned subsidiary of K-C, except the name of Second Merger Sub will be “Kenvue LLC.” Second Merger Sub was formed in Delaware on October 30, 2025 for the sole purpose of effecting the mergers.

The following is a summary of the events leading up to the companies’ agreement to merge and the key meetings, negotiations, discussions and actions between K-C and Kenvue and their respective advisors that preceded the public announcement of the potential business combination. The following summary does not purport to catalogue every conversation or correspondence of, by, with or among members of the K-C board, K-C management or K-C’s advisors or other representatives, the Kenvue board, Kenvue management or Kenvue’s advisors or other representatives or any other person.

Kenvue was formed in connection with the separation of the consumer health business of Johnson & Johnson (“J&J”) into an independent publicly traded company (the “separation”). Since Kenvue’s initial public offering in May 2023, the Kenvue board and Kenvue management team have regularly reviewed Kenvue’s performance, prospects and strategies, taking into account the business, competitive, regulatory, financing and economic environment and developments in the consumer health industry, as well as engagement with Kenvue’s stockholders. In March 2024, Kenvue engaged Centerview Partners LLC (“Centerview”) as a financial advisor to assist with Kenvue’s review of the business, operations and financial condition and prospects of Kenvue and other matters, which engagement was subsequently modified and expanded. In the second quarter of 2025, the Kenvue board and Kenvue management, with the assistance of Kenvue’s financial, legal and other external advisors, began discussing potential avenues to enhance Kenvue’s long-term strategy as a standalone company and considering potential divestitures of certain brands and product lines, business combinations and other strategic transactions, and whether any of these or other potential strategic alternatives would enhance shareholder value, taking into account the potential benefits and risks of any such potential strategic alternative, and fiduciary duties with respect thereto. In April 2025, Kenvue engaged Goldman Sachs & Co. LLC (“Goldman Sachs”) to assist with potential divestitures of certain brands and product lines, which engagement was subsequently modified and expanded.

As part of K-C’s ongoing and ordinary course strategic planning process, the K-C board, together with its senior management team, regularly reviews and assesses K-C’s long-term strategic plans and goals, opportunities, overall industry trends and peer set, the competitive environment in which K-C operates and K-C’s short- and long-term performance. As part of these reviews, the K-C board, with the assistance of the senior management team and K-C’s advisors, including its financial, legal and other external advisors, considers whether various strategic actions, including business combination transactions, strategic acquisitions and divestitures, investments and other strategic transactions and opportunities, would be in the best interests of K-C and enhance value for K-C stockholders. In addition, as part of these reviews in the years leading up to the potential business combination between K-C and Kenvue, the K-C board instructed K-C senior management to identify complementary growth and high-margin opportunities for K-C across all consumer packaged goods and related segments that had the potential to enhance value for K-C stockholders. After extensive internal work and review of analyses prepared by various outside consultants, including a study on the consumer health segment to better understand the peer set (including the consumer health brands that are now part of Kenvue) and competitive environment in such segment, K-C senior management identified the consumer health and skincare segments as the primary target categories for K-C. With respect to the consumer health brands that are now part of Kenvue, K-C’s evaluation included the long-term growth potential for such product categories, consumer and macro-economic trends, the competitive environment in general, and key risk areas related to the consumer health segment along with a review of the litigation and regulatory profile related to such products. K-C’s management team updated this evaluation periodically as part of its ongoing review of strategic opportunities.

Beginning in April 2024, K-C and representatives of J.P. Morgan Securities LLC (“J.P. Morgan”) engaged in a series of preliminary discussions regarding potential strategic alternatives, including a potential business combination between K-C and Kenvue.

On May 15, 2024, K-C further discussed the idea of a potential acquisition of Kenvue with representatives of J.P. Morgan and requested analysis of the potential opportunity. Discussions and analysis regarding the opportunity continued periodically thereafter between K-C and representatives of J.P. Morgan.

Beginning in March 2025, K-C and representatives of PJT Partners LP (“PJT Partners”) engaged in a series of preliminary discussions regarding potential strategic alternatives, including a potential business combination between K-C and Kenvue.

On June 5, 2025, as part of the implementation of its long-term strategy, including its Powering Care strategy, K-C announced the entry into an agreement with affiliates of Suzano SA to form a strategic partnership that is expected to create a preeminent international tissue and professional products company and sharpen K-C’s focus on its higher-growth, higher-margin businesses. Under such agreement, K-C would own a 49% interest in the new venture, which includes substantially all the assets of K-C’s International Family Care and Professional business.

On June 17 and 18, 2025, the Kenvue board held a special meeting, with representatives of Centerview and other external advisors and members of Kenvue senior management in attendance, to discuss Kenvue’s value creation strategy, key drivers of value and the impact of these drivers on Kenvue’s historical and expected performance and potential alternatives that could accelerate value creation for Kenvue, including potential avenues to enhance Kenvue’s long-term strategy as a standalone company, potential divestitures of certain brands and product lines and a potential whole-company sale of Kenvue.

Also on June 17 and 18, 2025, at a regularly scheduled quarterly meeting of the K-C board, with members of K-C senior management, representatives of each of J.P. Morgan and PJT Partners and other external advisors in attendance, the K-C board reviewed K-C’s long-term strategy, including its Powering Care strategy, which is focused on (i) accelerating the core portfolio, (ii) continuing to focus on the adult and feminine care categories, (iii) strengthening the baby and child care category globally, (iv) strengthening the tissue business in North America, (v) K-C’s current portfolio and (vi) opportunities to elevate K-C’s growth profile by focusing on higher-margin personal care categories. Michael Hsu, Chairman and Chief Executive Officer, and Jeffrey Melucci, Chief Strategy, Business Development and Administrative Officer, together with representatives of each of J.P. Morgan, PJT Partners and other external advisors, reviewed opportunities for potential platform enhancements and discussed potential value creation opportunities based on market research conducted to date, noting K-C was best positioned to succeed in the consumer health segment based on its capabilities, including the K-C executive leadership team’s extensive experience at several companies in the consumer packaged goods industry, and the macro-economic trends affecting the segment. The K-C board further considered potential counterparties, including Kenvue, for a strategic transaction, reviewing the categories in which Kenvue operates, many of which would be new to K-C but would bring opportunities to create value through synergies, including by leveraging K-C’s ongoing transformation in its commercial capabilities. Following such discussion, the K-C board recommended, as an initial step, that K-C senior management contact the Kenvue board to express K-C’s interest in discussing a potential business combination. Such outreach occurred on July 14, 2025.

On June 30, 2025, the Kenvue board unanimously adopted resolutions (i) establishing a strategic review committee of the Kenvue board (the “committee”), composed of Richard Allison, Jr., Melanie Healey (who was appointed chair of the committee), Kirk Perry, Vasant Prabhu and Jeffrey Smith, to facilitate the efficient evaluation of potential strategic alternatives and (ii) delegating to the committee the authority to, among other things, (A) review, analyze, evaluate and determine the advisability of any potential strategic alternative with the assistance of Kenvue management and external advisors, (B) oversee Kenvue management’s preparation of materials and presentations for the Kenvue board in connection with its review, analysis and evaluation of any potential strategic alternative and (C) provide periodic reports to the Kenvue board to keep the Kenvue board informed with respect to any material developments relating to the strategic review process. From this point, until the merger agreement was executed, the committee met regularly to discuss related matters, including on the dates mentioned herein.

On June 30 and July 7, 2025, the committee held meetings with representatives of Centerview and other external advisors and members of Kenvue management in attendance to discuss preliminary perspectives on value creation pathways for Kenvue, including potential divestiture scenarios and Kenvue’s progress as compared to its current business plan. The committee requested additional information from Kenvue management and Kenvue’s advisors in support of the committee’s review of potential strategic alternatives.

On July 13, 2025, the Kenvue board held a special meeting, with representatives of Centerview, Cravath, legal counsel to Kenvue, and other external advisors and members of Kenvue management in attendance for portions of the

meeting, to discuss a CEO leadership change and the public announcement to be made in connection with the CEO leadership change, preliminary second quarter 2025 financial results and the ongoing review of strategic alternatives. Following discussion, the Kenvue board unanimously adopted resolutions with respect to the leadership change.

On July 14, 2025, Kenvue issued a press release announcing (i) the appointment of current director Kirk Perry as Interim Chief Executive Officer, with Thibaut Mongon, Kenvue’s prior Chief Executive Officer, departing Kenvue and stepping down from the Kenvue board effective immediately and (ii) that the Kenvue board had previously initiated a comprehensive review of strategic alternatives and had established the committee to oversee the ongoing process.

Later that day, Mr. Perry received a call from Mr. Hsu, and, at K-C’s direction, a representative of PJT Partners contacted Larry Merlo, the Chair of the Kenvue Board, in each case, conveying K-C’s preliminary interest in exploring a potential business combination with Kenvue. No specific proposal or offer was made as part of these discussions. Mr. Perry communicated to Mr. Hsu that he would inform the Kenvue board of K-C’s preliminary interest. Mr. Merlo communicated to the representative of PJT Partners that further outreach from, or on behalf of, K-C regarding a potential business combination should be directed to a representative of Centerview.

On July 15, 2025, the committee held a meeting, with representatives of Centerview and other external advisors and members of Kenvue management in attendance, to discuss potential strategic alternatives, including potential divestitures of certain brands and product lines, as well as Kenvue management’s progress in executing the current business plan. The committee requested additional information from Kenvue management and external advisors in support of the committee’s review of potential strategic alternatives with respect to certain brands and product lines.

Subsequently, on July 15, 2025, Mr. Melucci and a representative of PJT Partners, at the K-C board’s direction, contacted Centerview regarding K-C’s preliminary interest in exploring a potential business combination with Kenvue. No specific proposal or offer was conveyed.

On July 17, 2025, Mr. Melucci and a representative of Centerview had a call to discuss K-C’s preliminary interest in exploring a potential business combination with Kenvue, including the potential synergies and valuation creation opportunities between the companies. When asked by a representative of Centerview, Mr. Melucci indicated K-C was interested in a strategic business combination with the entire Kenvue business and not interested in an acquisition of certain assets or brands, in light of the overall strategic rationale of a potential business combination. At the conclusion of the discussion, Mr. Melucci and representatives of Centerview discussed potentially connecting following each of K-C’s and Kenvue’s quarterly earnings reports to further discuss the potential for a strategic transaction. No specific proposal or offer was made as part of this discussion.

On July 24, 2025, at a special meeting of the K-C board, with members of K-C senior management and representatives of each of J.P. Morgan, PJT Partners and Kirkland, K-C’s outside legal counsel, in attendance, the K-C board, as informed by discussion with the representatives of each of J.P. Morgan, PJT Partners and Kirkland, discussed (i) the strategic rationale of a potential business combination with Kenvue, (ii) the potential opportunities to create shareholder value with Kenvue through synergies, (iii) the macro-economic trends impacting Kenvue’s categories and (iv) the potential complementary capabilities of the two companies, including through the complementarity of their respective geographic presence, brands, innovation pipeline and aligned missions, vision and culture, all of which had heightened K-C’s interest in a potential business combination. As part of the discussion of strategic rationale, the K-C board further discussed K-C’s recent portfolio pivot upon its announced exit from its International Family Care and Professional and personal protective equipment segments, reduction of its private label business and increased focus on its personal care segment, as well as ongoing industry realignment and recent Kenvue performance. Representatives of Kirkland reviewed with the K-C board its fiduciary duties in connection with the K-C board’s evaluation of the potential business combination and relevant considerations in connection with the K-C board’s decision-making process, including the high-level legal due diligence Kirkland had performed based on Kenvue’s public filings and additional due diligence that would be required if the potential business combination were to proceed. K-C senior management led the K-C board through a review of K-C standalone projections for fiscal years 2025 through 2028. K-C’s financial advisors then reviewed with the K-C board their respective preliminary and illustrative views on potential transaction structures, including considerations relating to credit ratings, ownership percentage of the combined company and potential consideration mix. The K-C board further discussed K-C management’s views on potential synergies, based on preliminary financial and operational due diligence of publicly available information, from the potential business combination, and discussed K-C’s standalone plan, and potential risks and prospects in the context of the value creation

opportunities presented by a potential business combination between the parties. Following discussion, the K-C board instructed K-C senior management to continue to conduct, with assistance from representatives of each of J.P. Morgan, PJT Partners and Kirkland, its due diligence review and develop materials for engagement with Kenvue.

On July 28, 2025, the committee held a meeting with representatives of Centerview, Goldman Sachs and other external advisors and members of Kenvue management in attendance to discuss a broad range of potential strategic alternatives, the executional, organizational and structural challenges and opportunities with respect to such alternatives and the shareholder value creation anticipated to result from such alternatives. At the meeting, Kenvue’s financial advisors (i) summarized inbound inquiries received from strategic parties and financial sponsors expressing interest in acquiring particular assets or portions of Kenvue’s business and (ii) discussed with the committee their perspectives on the comparative shareholder value creation potential of (A) continuing to pursue the Kenvue standalone plan, (B) pursuing divestitures of certain brands and product lines, considering the initial financial assessment of and risks associated with various divestiture scenarios, including the relative impact of potential divestiture scenarios on the long-term financial trajectory of Kenvue and the operational challenges, disruptions and costs associated with divestiture scenarios and (C) exploring a potential whole-company business combination, including with K-C. In addition to continuing to explore divestiture alternatives, the committee directed Centerview and Goldman Sachs to contact two potential strategic counterparties (respectively, “Party A” and “Party B”) to assess whether these parties would be interested in pursuing a whole-company transaction with Kenvue and to continue to engage with K-C with respect to its stated interest in a whole-company transaction with Kenvue.

Between July 28 and August 4, 2025, Centerview and Goldman Sachs (i) conducted outreach to Party A and Party B to assess their interest in a whole-company transaction with Kenvue and (ii) continued to engage in discussions with and received additional inbound inquiries from strategic parties and financial sponsors expressing interest in acquiring particular assets or portions of Kenvue’s business.

On August 1, 2025, K-C issued a press release regarding K-C’s second quarter 2025 earnings and held its quarterly earnings call. Following K-C’s press release and earnings call, K-C’s stock price increased from $124.62 as of the close of business on July 31, 2025, to $130.64 as of the close of business on August 1, 2025.

On August 4, 2025, the Kenvue board held a special meeting with representatives of Centerview, Goldman Sachs, Cravath and members of Kenvue management in attendance. The committee updated the Kenvue board on the committee’s ongoing review and evaluation of potential strategic alternatives, and members of Kenvue management updated the Kenvue board on Kenvue management’s evaluation of potential divestitures of certain brands and product lines, including in comparison to other strategic alternatives reviewed by the committee and its advisors. A representative of Cravath discussed with the Kenvue board its fiduciary duties in connection with the ongoing review of strategic alternatives. Representatives of Centerview and Goldman Sachs updated the Kenvue board on their engagement with potential counterparties regarding various potential strategic transactions, including (i) preliminary interest received from K-C with respect to a potential whole-company business combination, (ii) inquiries received from certain strategic parties and financial sponsors expressing preliminary interest exclusively in acquiring particular assets or portions of Kenvue’s business (and not expressing interest in a whole-company transaction with Kenvue) and (iii) communications with Party A and Party B to assess their interest in a whole-company transaction, including (A) that Party A conveyed it would consider whether to engage in further discussions on a potential transaction and (B) that Party B conveyed it was not interested in exploring a potential transaction with Kenvue. The Kenvue board asked questions regarding the engagement with potential counterparties and engaged in discussion. The Kenvue board authorized Centerview and Goldman Sachs to engage with two additional potential strategic counterparties, one of which had previously contacted Centerview and Goldman Sachs to express interest in acquiring a portion of the Kenvue business, to assess whether such parties would be interested in pursuing a whole-company transaction with Kenvue as well as to continue to engage with the various counterparties that had expressed preliminary interest in acquiring particular assets or portions of Kenvue’s business. At the meeting, the Kenvue board also engaged in discussion with its financial advisors and Kenvue management on a range of potential divestiture options, Kenvue management’s standalone plan and Kenvue’s financial results for the second quarter of 2025 and financial outlook for the remainder of 2025.

Between August 4 and 11, 2025, as directed by the Kenvue board, Centerview and Goldman Sachs conducted outreach to (i) an additional potential strategic counterparty and (ii) engaged with another potential strategic counterparty who had previously contacted Centerview and Goldman Sachs, to assess each of their interest in a whole-company transaction with Kenvue, neither of which ultimately conveyed sustained interest in or submitted any proposal for a whole-company transaction with Kenvue.

During the strategic review process, Kenvue or its financial advisors continued to receive preliminary indications of interest from various third parties regarding potential acquisitions of certain assets, product lines or portions of Kenvue’s business. As part of its ongoing strategic review process, the Kenvue board, with the assistance of Kenvue management and Kenvue’s financial advisors, considered and evaluated these various preliminary indications of interest, including exploratory discussions with various potential counterparties, and, following engagement with such various potential counterparties over the course of the strategic review process, ultimately determined that further exploration of these preliminary indications of interest was unlikely to result in greater shareholder value creation as compared to pursuing a potential business combination with K-C.

On August 7, 2025, Kenvue issued a press release regarding Kenvue’s second quarter 2025 earnings and held its quarterly earnings call. Following Kenvue’s press release and earnings call, Kenvue’s stock price increased from $21.44 as of the close of business on August 6, 2025, to $21.76 as of the close of business on August 7, 2025.

On August 11, 2025, the committee held a meeting with representatives of Centerview and Goldman Sachs and members of Kenvue management in attendance. Representatives of Centerview and Goldman Sachs (i) provided an updated summary of (A) communications with potential counterparties with respect to a whole-company transaction with Kenvue and (B) inbound interest received for particular assets or portions of Kenvue’s business from multiple interested parties following Kenvue’s announcement of a strategic review process and (ii) discussed with the committee preliminary considerations with respect to a potential business combination with K-C, including K-C’s and Kenvue’s historic and current trading multiples and recent business performance and the strategic merits and value creation opportunities of a potential business combination, taking into account potential synergies and other financial and strategic considerations, including K-C’s recent portfolio pivot in connection with its formation of a strategic partnership with affiliates of Suzano SA that was announced on June 5, 2025, on which Centerview and Goldman Sachs advised K-C.

On August 13, 2025, Mr. Merlo and members of Kenvue management and K-C management, along with representatives of each of Centerview, Goldman Sachs, J.P. Morgan and PJT Partners, met to engage in discussions regarding a potential business combination, including with respect to an initial review of K-C’s portfolio, strategy, transformational capabilities, including a lean and agile operating model, differentiated strength in digital and social commerce and the strength of K-C’s executive leadership team, and historical financial performance and preliminary perspectives on near-term value creation resulting from potential synergies and longer-term value creation arising from Kenvue and K-C’s complementary capabilities and geographic offerings. K-C management discussed their appreciation for the full portfolio of Kenvue brands and explained potential areas of investment to achieve a virtuous cycle of profitable growth. At the conclusion of the discussion, the parties agreed to an additional meeting to further discuss synergy opportunities and representatives of K-C noted K-C would consider providing a preliminary, non-binding proposal with respect to a potential business combination during the week commencing August 25, 2025. No specific proposal or offer was made as part of this discussion.

Later on August 13, 2025, at a special meeting of the K-C board, with members of K-C senior management and representatives of each of J.P. Morgan, PJT Partners and Kirkland in attendance, Mr. Melucci provided an overview of the in-person meeting held earlier that day, and representatives of each of J.P. Morgan and PJT Partners shared their respective perspectives on Kenvue’s business and the potential for a transaction, including investor sentiment regarding Kenvue and how K-C’s strategic transformation could be further highlighted in future conversations with Kenvue. The K-C board then discussed the Kenvue portfolio, including the appreciation of its full portfolio of brands and the potential investments required to achieve desired financial results and drive a virtuous cycle of profitable growth. Upon discussion, the K-C board recommended engaging in a further meeting with Kenvue regarding synergies prior to potentially submitting an acquisition proposal.

On August 15, 2025, K-C executed an engagement letter with each of J.P. Morgan and PJT Partners. J.P. Morgan and PJT Partners were selected as K-C’s financial advisors based on, among other things, J.P. Morgan’s and PJT Partners’ respective qualifications, experience, reputations and familiarity with the transaction parties and the consumer health and personal-care industries.

On August 16, 2025, in order to facilitate further discussions and the sharing of non-public information to conduct due diligence, Kenvue and K-C executed a customary mutual non-disclosure agreement, which did not contain a “don’t ask, don’t waive” provision but did contain customary mutual “standstill” provisions that automatically terminate upon

the entry by Kenvue or K-C, as applicable, into a qualifying definitive transaction agreement with a third party, in addition to other customary provisions. Neither Kenvue nor K-C executed non-disclosure agreements with any other party in connection with Kenvue’s announced strategic review process or any alternative business combination transaction.

On August 18, 2025, the committee held a meeting with representatives of Centerview and Goldman Sachs and members of Kenvue management in attendance. Members of Kenvue management and representatives of Centerview and Goldman Sachs (i) provided an overview of the meeting with representatives of K-C on August 13, 2025, (ii) reviewed K-C’s business, including geographic scope, key brands and organizational structure, and historical financial performance and (iii) conveyed K-C’s preliminary analysis regarding anticipated synergies that would be expected to result from a potential business combination. Representatives of Centerview and Goldman Sachs also provided an updated summary of communications with potential counterparties following Kenvue’s announcement of its strategic review process and noted that K-C indicated it would provide a preliminary, non-binding proposal with respect to a potential business combination during the week commencing August 25, 2025.

On the same day, Centerview and Goldman Sachs had a call with representatives of Party A. Party A conveyed that, following internal discussion, it was not interested in exploring a whole-company or other strategic transaction with Kenvue at that time. During the strategic review process, no party, other than K-C, submitted any offers or proposals with respect to a whole-company transaction with Kenvue.

On August 21, 2025, members of K-C management and Kenvue management and representatives of each of Centerview, Goldman Sachs, J.P. Morgan, PJT Partners and other external advisors had a call to discuss Kenvue management’s and K-C management’s respective initial perspectives on potential cost synergies and related matters with respect to a potential business combination of K-C and Kenvue.

On August 25, 2025, the committee held a meeting with representatives of Centerview and Goldman Sachs and members of Kenvue management in attendance to discuss certain considerations with respect to a potential business combination with K-C, including synergy assumptions and potential margin improvement. Representatives of Centerview and Goldman Sachs noted that K-C was expected to deliver a preliminary, non-binding proposal with respect to a potential business combination that week and provided an updated summary of (i) communications with potential counterparties with respect to a whole-company transaction, including their August 18 discussion with representatives of Party A and (ii) interest in particular assets or portions of Kenvue’s business received following Kenvue’s announcement of a strategic review process.

Also on August 25, 2025, at a special meeting of the K-C board, with members of K-C senior management and representatives of each of J.P. Morgan, PJT Partners, Kirkland and other external advisors in attendance, representatives of each of J.P. Morgan and PJT Partners reviewed with the K-C board updates on the continued engagement with Kenvue and J.P. Morgan’s and PJT Partners’ respective preliminary and illustrative financial analyses of Kenvue. The attendees also discussed K-C management’s preliminary synergy estimates from a potential business combination with Kenvue. The K-C board discussed potential offer value ranges and related negotiation and financial implications, including with respect to the potential combined company’s credit rating, and discussed the K-C standalone plan and Kenvue’s inferred standalone plan based on publicly available information, and potential risks and prospects in the context of the value creation opportunities presented by a potential business combination between the parties. After the discussion, and upon consideration of the various value creation opportunities and resulting leverage ratios of the illustrative offers, the K-C board determined to proceed with the submission of an initial proposal for a strategic transaction with Kenvue on terms consistent with those discussed at such meeting.

On August 28, 2025, representatives of K-C sent a preliminary, non-binding proposal (the “August 28 proposal”) to the Kenvue board for a potential business combination between K-C and Kenvue pursuant to which all of the shares of Kenvue common stock would be exchanged for 0.1475 shares of K-C common stock plus $6.00 in cash per share of Kenvue common stock, representing (i) an implied nominal value to Kenvue stockholders of $24.99 per share, based on K-C’s closing share price of $128.72 as of August 28, 2025 and (ii) a premium of approximately 21.6% over the $20.54 closing price of Kenvue common stock as of August 28, 2025, and reflecting a combined company ownership of approximately 46% by Kenvue stockholders on a fully diluted basis. The August 28 proposal stated that the proposed combination of K-C and Kenvue would create a global health and wellness leader with over $32 billion in revenue and

able to unlock significant synergistic value through highly complementary brands, categories and geographic strengths. The August 28 proposal further stated K-C was prepared to proceed expeditiously in a targeted manner and complete customary diligence consistent with a public company transaction concurrently with the negotiation of definitive transaction documents.

On September 2, 2025, the Kenvue board held a special meeting with representatives of Centerview, Goldman Sachs and Cravath and members of Kenvue management in attendance to discuss updates relating to the ongoing strategic review process, including the August 28 proposal. Representatives of Centerview and Goldman Sachs discussed with the Kenvue board (i) the financial and other aspects of the August 28 proposal, including the impact of various assumptions on the long-term value of the stock component of the proposed consideration, (ii) their perspectives on the future and present values per share for Kenvue on a standalone basis, based on Kenvue management’s then-current standalone plan, (iii) the expected business mix and financial profile of the combined company, including value implications for Kenvue stockholders based on pro forma ownership, the impact of anticipated synergies and trading multiples on the valuation of the combined company and (iv) K-C’s assessment of the combined company that would result from the completion of a potential business combination, as conveyed in materials provided by K-C in connection with the August 28 proposal and in discussions with Kenvue management, and the Kenvue board asked questions regarding the August 28 proposal and engaged in discussion. In connection with this review, the Kenvue board considered the amount and mix of cash and stock consideration reflected in the August 28 proposal and the impact on the financial profile of the combined company and discussed potential responses to the August 28 proposal and various related timing and strategic considerations. The Kenvue board discussed with its financial advisors and Kenvue management (i) updates with respect to (A) communications with potential counterparties with respect to a whole-company transaction, which had not resulted (and subsequent to such date did not result) in any sustained interest in a whole-company transaction with Kenvue, other than K-C’s interest in a potential business combination with Kenvue and (B) interest in particular assets or portions of Kenvue’s business received following Kenvue’s announcement of a strategic review process and (ii) perspectives on the comparative shareholder value creation potential of (A) continuing to pursue the Kenvue standalone plan, (B) pursuing divestitures of certain brands and product lines and (C) pursuing a whole-company transaction, and concluded that neither continuing to pursue the Kenvue standalone plan nor pursuing divestitures of certain brands and product lines or pursuing other alternatives compared favorably to the possible value creation potential of a whole-company transaction. Following that discussion, the Kenvue board directed Kenvue management and representatives of Centerview and Goldman Sachs to request from K-C an improved proposal before September 15, ahead of a planned meeting of the Kenvue board on September 16, 2025.

On September 3, 2025, J.P. Morgan provided a relationship disclosure memorandum to K-C, which was subsequently provided to the K-C board. The K-C board concluded that none of the relationships disclosed would affect J.P. Morgan’s ability to serve as K-C’s financial advisor.

Also on September 3, 2025, representatives of Centerview and Goldman Sachs met with representatives of each of J.P. Morgan and PJT Partners, during which representatives of Centerview and Goldman Sachs requested K-C increase the August 28 proposal and re-submit a revised written proposal before September 15. Representatives of each of J.P. Morgan and PJT Partners promptly relayed this to K-C.

On September 4, 2025, PJT Partners provided a relationship disclosure memorandum to K-C, which was subsequently provided to the K-C board. The K-C board concluded that nothing disclosed would affect PJT Partners’ ability to serve as K-C’s financial advisor.

On September 5, 2025, news outlets reported that the U.S. Department of Health and Human Services (“HHS”) was expected to release a report that in utero exposure to acetaminophen (the active ingredient in Tylenol®, an over-the-counter pain medication owned by Kenvue) may be associated with an increased risk of autism spectrum disorder in children. On September 5, 2025, the closing price of Kenvue common stock was $18.62 per share, representing a decline of approximately 9.3% from a closing price of $20.54 per share as of September 4, 2025.

Beginning on September 5, 2025, representatives of K-C held multiple discussions with its legal and financial advisors to discuss implications relating to, and next steps in connection with, the September 5, 2025 news reports regarding the expected HHS report, including the increased focus on K-C’s ongoing due diligence of Kenvue’s existing litigation, regulatory risks, potential product liability liabilities and the recent declines in Kenvue’s share price. The K-C board was promptly updated with respect to such discussions.

On September 9, 2025, K-C contacted and subsequently engaged independent outside legal counsel Arnold & Porter Kaye Scholer LLP (“A&P”) to conduct regulatory due diligence regarding certain legal and U.S. Food and Drug Administration (“FDA”) regulatory matters, including matters related to acetaminophen.

Also on September 9, 2025, K-C engaged independent outside legal counsel Gibson Dunn & Crutcher LLP (“Gibson”) to assist K-C and the K-C board with respect to their due diligence investigation of Kenvue product liability matters. Gibson was engaged for their qualifications, reputation and experience with respect to litigation and products liability matters and in light of Kirkland’s ongoing representation, through a separate and walled off team of product liability litigators at Kirkland, of Kenvue and certain of its former affiliates on various product liability litigation, which was disclosed to the K-C board and management team.

Additionally on September 9, 2025, Mr. Hsu and Mr. Melucci, met with Mr. Perry and Amit Banati, Chief Financial Officer of Kenvue, to discuss the recent news surrounding Kenvue, including the allegations associated with acetaminophen and Kenvue’s response. Mr. Hsu and Mr. Melucci indicated, in light of such news reports and the need for additional time to conduct due diligence, K-C would not be submitting a revised proposal before September 15, 2025, as previously discussed.

Further on September 9, 2025, the Kenvue board held a special meeting with representatives of Centerview and Goldman Sachs and members of Kenvue management in attendance. A representative of Kenvue management provided the Kenvue board with an overview of a meeting held between members of Kenvue management and HHS relating to a potential report that in utero exposure to acetaminophen may be associated with an increased risk of autism spectrum disorder in children. In connection with this review, the Kenvue board discussed and asked questions regarding, among other things, Kenvue management’s plan related thereto, given no credible data that shows a causal link between acetaminophen use during pregnancy and autism spectrum disorder. In addition, representatives of Centerview and Goldman Sachs (i) discussed with the Kenvue board the ongoing discussions with K-C with respect to the potential business combination, including the impact on such discussions of the news reports of the potential report by HHS as well as the recent volatility in Kenvue’s stock price and (ii) noted that a representative of K-C had conveyed that, in light of such news reports, K-C would not be submitting a revised proposal by that week.

On September 10, 2025, members of Kenvue management and K-C management and representatives of each of Centerview, Goldman Sachs, J.P. Morgan and PJT Partners held a call to discuss perspectives on the news reports and the expected report by HHS regarding acetaminophen use in pregnancy. The parties discussed considerations with respect to the August 28 proposal in light of the September 5, 2025 news reports and the subsequent decline in Kenvue’s share price, including K-C’s stated need for further due diligence to evaluate the legal and regulatory risks related to Kenvue’s acetaminophen-containing products.

On September 13, 2025, Mr. Perry and Mr. Hsu had a call to discuss the August 28 proposal in light of the September 5, 2025 news reports and the subsequent decline in Kenvue’s share price. Mr. Hsu conveyed K-C’s continued interest in exploring a potential business combination and the need to conduct further due diligence of Kenvue’s business, including with respect to Kenvue’s acetaminophen-containing products and related litigation.

Prior to September 15, 2025, in light of recent market events related to Kenvue’s share price, including (i) the premium relative to Kenvue’s current share price implied by the August 28 proposal and (ii) the need for additional diligence with regard to medical safety and litigation related to acetaminophen, K-C determined, in consultation with its advisors, not to submit a revised proposal as requested by Kenvue. Subsequently, on September 15, 2025, Mr. Hsu sent a letter to Mr. Perry (i) reaffirming K-C’s continued interest in exploring a combination with Kenvue, (ii) highlighting the value creation of the August 28 proposal and (iii) conveying readiness to engage in further due diligence, including with respect to the implications arising from the release of a potential HHS report on autism spectrum disorder to strengthen K-C’s views on potential value creation levers and identify additional synergy opportunities. The letter did not discuss any proposed revised terms in respect of a potential business combination.

On September 16 and 17, 2025, the Kenvue board held a regularly scheduled meeting with representatives of Centerview, Goldman Sachs and Cravath and members of Kenvue management in attendance to discuss (i) Kenvue management’s proposed plan for Kenvue on a standalone basis, which was approved by the Kenvue board, as further described in the section of this proxy statement entitled “The Mergers—Certain Unaudited Prospective Financial Information—Kenvue Standalone Projections,” (ii) the Kenvue board’s and committee’s ongoing efforts related to the strategic review process and (iii) next steps with respect to the August 28 proposal and the potential business combination, including (A) potential areas for further negotiations with K-C in respect of a potential business combination, such as the amount and mix of stock and cash consideration, (B) the plan for completion of due diligence

and timing of the announcement of the potential business combination and (C) Cravath’s preparation of an initial draft of the merger agreement. At the September 17 meeting, a representative of Cravath reviewed with the Kenvue board certain key terms and conditions of the draft merger agreement, including those that were expected to be negotiated with K-C. The Kenvue board asked questions and engaged in discussion on the various topics and, following discussion, directed Kenvue management and representatives of each of Centerview and Goldman Sachs (i) to facilitate the due diligence process with K-C and its advisors and (ii) to continue to evaluate, progress and discuss other potential strategic alternatives.

Also on September 16 and 17, 2025, at a regularly scheduled quarterly meeting of the K-C board, the K-C board and senior management discussed, among other things, updates and potential next steps regarding the potential business combination with Kenvue, including the recent volatility in the price of Kenvue common stock, resulting premium relative to Kenvue’s current share price implied by the August 28 proposal and an overview of the due diligence process with respect to litigation, regulatory and product liability risks.

On September 17, 2025, Mr. Perry called Mr. Hsu to convey that the Kenvue board authorized Kenvue management and advisors to continue due diligence efforts with K-C and its advisors, noting Kenvue’s expectation that Kenvue and K-C would have further discussions on valuation for a potential business combination following further progress on due diligence.

On September 22, 2025, the President of the United States and the Secretary of HHS held a press conference and announced certain actions they believed would address autism spectrum disorder, including launching a nationwide public service campaign related to acetaminophen. On the same day, the FDA (i) issued a news release announcing that it had initiated the process for a label change for acetaminophen to reflect, according to the FDA, evidence suggesting that the use of acetaminophen by pregnant women may be associated with an increased risk of neurological conditions such as autism spectrum disorder and attention-deficit/hyperactivity disorder in children and (ii) issued a notice to physicians regarding the use of acetaminophen during pregnancy acknowledging that a causal relationship has not been established and that acetaminophen is the safest over-the-counter alternative in pregnancy among all analgesics and antipyretics. On the same day, a third party, Informed Consent Action Network, filed a citizen petition with the FDA requesting safety-related labeling changes for the use of over-the-counter acetaminophen-containing drug products during pregnancy. On September 22, 2025, the closing price of Kenvue common stock was $16.97 per share, representing a decline of approximately 7.5% from a closing price of $18.34 per share as of September 19, 2025 (the prior business day) and a decline of approximately 17.4% from a closing price of $20.54 per share as of the date of the August 28 proposal.

Beginning on September 22, 2025, representatives of K-C held multiple discussions with its legal and financial advisors to discuss potential implications relating to, and next steps in connection with, the September 22, 2025 press conference.

On September 22, 2025, K-C, through representatives of A&P, engaged scientific advisor, Canal Row Advisors LLC (“Canal Row”), to conduct scientific due diligence on Kenvue’s over-the-counter products containing acetaminophen.

On September 24, 2025, Kenvue made available to K-C and its advisors certain due diligence information in a virtual data room.

On the same day, members of Kenvue management, members of K-C management and representatives of Cravath, Kirkland, A&P, Gibson and Canal Row, and for a portion of the meeting, representatives of each of Centerview, Goldman Sachs, J.P. Morgan and PJT Partners met in-person in New York to review and discuss (i) Kenvue’s scientific capabilities and approach to medical safety, (ii) scientific studies that have been conducted related to acetaminophen use in pregnancy, including the public health benefits of acetaminophen use during pregnancy and in young children, and the alleged association with autism spectrum disorder or attention-deficit/hyperactivity disorder, (iii) public statements from medical providers and health authorities stating that current evidence does not support claims that acetaminophen causes autism spectrum disorder, (iv) certain legal and regulatory considerations with respect to acetaminophen and related litigation and (v) ongoing talc litigation matters.

From September 24 to October 14, 2025, representatives of Kenvue and K-C, along with their respective advisors, held multiple in-person and telephonic operational, financial, synergy and other due diligence sessions. In such sessions members of Kenvue and K-C senior management, in close coordination with representatives of each of Centerview, Goldman Sachs, J.P. Morgan and PJT, reviewed substantial business and operational data for both Kenvue and K-C to

identify and mutually align on potential synergies. The synergy projections are described in more detail in the section of this proxy statement entitled “The Mergers—Certain Unaudited Prospective Financial Information—Synergy Projections.” Following such discussions and through the time of execution of the merger agreement, Kenvue and K-C, with the assistance of their respective advisors, continued to engage, including as specifically described below, in mutual due diligence, including with respect to, among other things, the safety of acetaminophen, ongoing acetaminophen- and talc-related litigation involving Kenvue and any interactions with governmental agencies, including the FDA and HHS.

On September 30, 2025, K-C made available to Kenvue and its advisors certain due diligence information in a virtual data room. Subsequently, on October 5, 2025, at K-C’s direction, representatives of each of J.P. Morgan and PJT Partners uploaded to the K-C virtual data room the K-C standalone projections and other consolidated financial metrics prepared by K-C management, pro forma for the transaction involving the International Family Care and Professional segment, for fiscal years 2025 through 2028, which in connection with K-C’s long-term strategy were previously reviewed by the K-C board. The K-C standalone projections are described in more detail in the section of this proxy statement entitled “The Mergers—Certain Unaudited Prospective Financial Information.”

On October 9, 2025, at a special meeting of the K-C board, with members of K-C senior management and representatives of each of J.P. Morgan, PJT Partners and K-C’s outside legal and other external advisors in attendance for portions of the meeting, K-C senior management updated the K-C board on the status of the potential business combination with Kenvue, summarizing updates from the in-person diligence sessions in New York and recent market events, including the recent volatility in Kenvue’s stock price. The K-C board discussed Kenvue’s capabilities and its business in various geographies, noting certain areas of focus for K-C’s continued diligence. Representatives of each of J.P. Morgan and PJT Partners departed the meeting, and Grant McGee, General Counsel of K-C, together with K-C’s outside legal advisors, presented an attorney-client privileged overview of the legal due diligence conducted to date and led the directors through a discussion on Kenvue’s litigation profile both in the United States and abroad. Following the privileged discussion regarding legal due diligence, representatives of each of J.P. Morgan and PJT Partners returned to the meeting. The K-C board then discussed matters related to valuation, implied merger premia based on current stock prices, transaction structuring, transaction timing and potential future proposals. Among other things, the K-C board discussed K-C’s goals to maintain balance sheet strength and credit ratings, drive value creation and target a premium that reflects current market values while considering the long-term opportunity. The K-C board discussed Kenvue’s evolving risk profile, including the approximate 21% decline in price of Kenvue stock since the initial proposal. The K-C board then reviewed potential alternative proposals to acquire Kenvue based on the evolving risk profile and market reaction to recent events and in line with K-C’s updated framework for valuation. Following the discussion, the K-C board unanimously determined to proceed with the submission of an updated non-binding bid based on the factors discussed at the meeting.

Prior to the week of October 6, 2025, none of Kenvue, K-C or their respective advisors discussed post-transaction employment or compensation matters with respect to any Kenvue director or employee. Between October 6, 2025, and the execution of the merger agreement, Mr. Hsu and Mr. Perry met several times to discuss Mr. Perry’s potential role in the post-closing combined company, during which no specific discussion of compensation or other remuneration occurred and ultimately no agreement was reached.

On October 14, 2025, members of K-C management and Kenvue management and representatives of each of Centerview, Goldman Sachs, J.P. Morgan and PJT Partners met to discuss a potential business combination of Kenvue and K-C. At the meeting, representatives of K-C noted the recent developments with respect to acetaminophen, the decline in Kenvue’s stock price and considerations related to merger premia in light of these events. The representatives of K-C conveyed an updated proposal (the “October 14 proposal”) to representatives of Kenvue, proposing a business combination of K-C and Kenvue pursuant to which shares of Kenvue common stock would be exchanged for 0.1400 shares of K-C plus $4.00 in cash per share of Kenvue common stock, representing (i) an implied nominal value of $20.70 per share of Kenvue common stock, based on the $119.27 closing price of K-C common shares as of October 13, 2025 and (ii) a premium of approximately 27.6% over the $16.22 closing price of Kenvue common stock as of October 13, 2025, and reflecting a combined company ownership of approximately 45% by Kenvue stockholders on a fully diluted basis.

Also on October 14, 2025, representatives of K-C and Kenvue, together with their respective legal advisors, met telephonically to further discuss regulatory and litigation considerations with respect to the recent events surrounding acetaminophen and talc.

On October 15, 2025, the Kenvue board held a regularly scheduled meeting with representatives of Centerview, Goldman Sachs and Cravath and members of Kenvue management in attendance to review and discuss the October 14 proposal. Representatives of Centerview and Goldman Sachs discussed with and addressed questions from the Kenvue board regarding (i) Kenvue management’s proposed plan for Kenvue on a standalone basis, which the Kenvue board had reviewed and approved at its September 16-17 meeting, including certain adjustments made by Kenvue management, which was approved by the Kenvue board, as further described in the section of this proxy statement entitled “Certain Unaudited Prospective Financial Information—Kenvue Standalone Projections,” (ii) preliminary analyses of the October 14 proposal, including a preliminary financial summary of K-C on a standalone basis and the combined company, potential synergies and a comparison to Kenvue’s per share value on a standalone basis and (iii) other potential strategic alternatives. Members of Kenvue management presented their assessment of the progress of due diligence, potential synergies and areas of complementary expertise and capabilities that could be additive to the combined company. The Kenvue board asked questions of its financial advisors and Kenvue management and discussed the various developments since the August 28 proposal that had generated uncertainty in the market with respect to Kenvue’s business and that had an adverse impact on Kenvue’s stock price and potential terms for a potential business combination with K-C, including with respect to the amount of consideration, and possible responses to the October 14 proposal. The Kenvue board, Kenvue management and Kenvue’s financial advisors discussed perspectives on the comparative shareholder value creation potential from pursuing (i) a potential business combination with K-C, (ii) divestitures of certain brands and product lines of Kenvue, (iii) a split of Kenvue into several distinct businesses and (iv) certain strategic acquisitions, in each case, considering the impact of such alternatives on the long-term financial trajectory of Kenvue and the operational benefits and costs associated with such strategic alternatives, and concluded that pursuing a potential business combination with K-C would offer greater shareholder value creation potential compared to continuing to pursue Kenvue’s standalone plan, or pursuing various divestiture scenarios and other alternatives. Following that discussion, the Kenvue board directed management and representatives of Centerview and Goldman Sachs to engage in further discussions with K-C and its advisors to attempt to improve the terms of the October 14 proposal and to convey to K-C that the Kenvue board would consider a proposal reflecting (i) an exchange ratio that would result in Kenvue stockholders owning approximately 48% of the combined company following the closing of the potential business combination plus (ii) $4.00 in cash per share of Kenvue common stock. Prior to the meeting, the Kenvue board received customary disclosure letters from Centerview and Goldman Sachs in respect of certain relationships between Centerview and Goldman Sachs and their respective affiliates, on the one hand, and Kenvue and K-C, on the other hand. The Kenvue board concluded that nothing disclosed would affect Centerview or Goldman Sach’s ability to serve as Kenvue’s financial advisors.

On October 16, 2025, claims for personal injury and, in some cases, consequential death related to Johnson’s® Baby Powder were brought in the Business and Property Courts in Manchester (Circuit Commercial Court, KBD) against Kenvue UK Limited, among other parties. On October 16, 2025, the closing price of Kenvue common stock was $14.11 per share, representing a decline of (i) approximately 13.2% from a closing price of $16.26 per share as of October 15, 2025 and (ii) approximately 31.3% from a closing price of $20.54 per share as of the August 28 proposal, and on October 17, 2025, the last trading day of that week, the closing price of Kenvue common stock was $15.29 per share, representing a decline of (i) approximately 6.0% from a closing price of $16.26 per share as of October 15, 2025 and (ii) approximately 25.6% from a closing price of $20.54 per share as of the August 28 proposal.

Also on October 16, 2025, members of K-C management and Kenvue management met to discuss a potential business combination of Kenvue and K-C. At the meeting, representatives of Kenvue indicated the board was unwilling to transact at the value offered by the October 14 proposal and conveyed an updated proposal (the “October 16 counterproposal”) to representatives of K-C proposing a business combination of K-C and Kenvue pursuant to which shares of Kenvue common stock would be exchanged for K-C common stock at an exchange ratio that would result in Kenvue stockholders owning approximately 48% of the combined company following the closing of the potential business combination (which, based on October 15, 2025 stock prices, implied an exchange ratio of approximately 0.1586 shares) plus $4.00 in cash per share of Kenvue common stock, representing (i) an implied nominal value of $23.02 per share of Kenvue common stock, based on the $119.92 closing price of K-C common shares as of October 15, 2025 and (ii) a premium of approximately 41.6% over the $16.26 closing price of Kenvue common stock as of October 15, 2025, and reflecting a combined company ownership of approximately 48% by Kenvue stockholders on a fully diluted basis.

On the same day, representatives of each of Centerview, Goldman Sachs, J.P. Morgan and PJT Partners had meetings to discuss the consideration to be paid in a potential business combination between Kenvue and K-C, potential synergies as estimated by Kenvue’s and K-C’s management, respectively, and other financial matters with respect to the

potential business combination. From this point until the merger agreement was executed, at the direction of Kenvue or K-C, as applicable, the financial advisors continued to engage in discussions on an ongoing basis from time to time regarding various financial matters with respect to the potential business combination.

On October 17, 2025, Kenvue Brands LLC submitted a comment to the docket for the citizen petition filed on September 22, 2025, which petition requested labeling changes related to use of over-the-counter acetaminophen-containing drug products during pregnancy, and opposed the labeling changes requested in the petition. Kenvue Brands LLC’s comment explained that the FDA should deny the petition, including because the requested labeling changes are not supported by the existing science, which shows no causal link between acetaminophen use in pregnancy and autism spectrum disorder.

From October 17 to October 24, 2025, Mr. Perry and Mr. Hsu had several calls during which they discussed the terms for a potential business combination and Mr. Perry conveyed that the Kenvue board was not willing to proceed with a potential business combination on the terms set forth in the October 14 proposal. Mr. Hsu indicated the K-C board was not willing to proceed with a potential business combination on the terms set forth in the October 16 counterproposal, which in light of market events represented (i) an implied nominal value of $23.26 per share of Kenvue common stock, based on the $121.44 closing price of K-C common stock as of October 17, 2025 and (ii) a premium of approximately 52.1% over the $15.29 closing price of Kenvue common stock as of October 17, 2025. Mr. Perry and Mr. Hsu agreed to continue discussions and monitor the parties’ respective share prices as the respective management and advisor teams progressed other workstreams in parallel.

On October 20, 2025, representatives of Cravath delivered an initial draft of the merger agreement for a potential business combination between Kenvue and K-C to representatives of Kirkland, which included, among other things, (i) that each party would be required to pay a termination fee equal to 2.0% of each party’s fully diluted equity value if the merger agreement was terminated under certain circumstances, (ii) that effects or developments related to products of Kenvue containing acetaminophen would not be taken into account in any determination of whether a “material adverse effect” has occurred with respect to Kenvue and (iii) a regulatory reverse termination fee.

On October 21, 2025, representatives of Kirkland and Cravath, met telephonically to discuss questions related to indemnities in connection with the separation.

Also on October 21, 2025, representatives of Cravath and Kirkland had a call to discuss certain terms contained in the initial draft of the merger agreement for a potential business combination between Kenvue and K-C and, on October 22, 2025, representatives of Kirkland delivered a revised draft of the merger agreement for the potential business combination to representatives of Cravath, which proposed, among other things, (i) that each party would be required to pay a termination fee equal to 3.0% of Kenvue’s fully diluted equity value if the merger agreement was terminated under certain circumstances, (ii) an alternative proposal as to whether certain effects or developments related to products of Kenvue containing acetaminophen could be taken into account in any determination of whether a “material adverse effect” has occurred with respect to Kenvue and (iii) a “force the vote” provision requiring each party to submit the transaction to its stockholders notwithstanding an adverse change in such party’s board of directors’ recommendation of the transaction to its stockholders.

From this point until the merger agreement was executed, the parties and their respective legal advisors exchanged revised drafts of the merger agreement and negotiated the terms of the merger agreement, including the amount of the termination fees, the scope of what could be taken into account in any determination of whether a “material adverse effect” has occurred with respect to Kenvue, governance matters and certain post-closing employee matters. For information regarding the final terms of the merger agreement, see the section entitled “Merger Agreement.” A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus.

On October 22, 2025, Mr. Perry and Mr. Banati met with Mr. Hsu and Mr. Melucci to convey that, in light of the ongoing volatility of the market price of Kenvue common stock, the Kenvue board, would be willing to enter into a business combination of K-C and Kenvue pursuant to which shares of Kenvue common stock would be exchanged for 0.1475 K-C shares plus $4.00 in cash per Kenvue share, representing (i) an implied nominal value to Kenvue stockholders of $21.73 based on K-C’s closing share price of $120.21 as of October 22, 2025 and (ii) a premium of approximately 43.1% over the $15.19 closing price of Kenvue common stock as of October 22, 2025, and reflecting a combined company ownership of approximately 46% by Kenvue stockholders on a fully diluted basis. Mr. Perry further indicated the Kenvue board would propose announcing the transaction before K-C’s anticipated third quarter 2025 earnings release on October 30, 2025.

On October 24, 2025, representatives of K-C conveyed to representatives of Kenvue an updated proposal (the “October 24 proposal”), which provided for a business combination of K-C and Kenvue pursuant to which shares of Kenvue common stock would be exchanged for 0.1450 K-C shares plus $4.00 in cash per Kenvue share, representing (i) an implied nominal value to Kenvue stockholders of $21.22 based on K-C’s closing share price of $118.76 as of October 23, 2025 and (ii) a premium of approximately 40.6% over the $15.09 closing price of Kenvue common stock as of October 23, 2025, and reflecting a combined company ownership of approximately 46% by Kenvue stockholders on a fully diluted basis. Mr. Hsu indicated, due to the pace of negotiations and the outstanding work necessary to announce a business combination, that the K-C board would propose announcing the transaction before the opening of U.S. stock market trading on November 3, 2025.

Later that day, the Kenvue board held a special meeting with representatives of each of Centerview, Goldman Sachs and Cravath and members of Kenvue management in attendance to discuss the potential business combination with K-C and the October 24 proposal. Representatives of Centerview and Goldman Sachs discussed financial considerations with respect to the potential business combination. At the meeting, a representative of Cravath discussed with the Kenvue board the key outstanding issues with respect to the draft merger agreement that continued to be negotiated with K-C. The Kenvue board asked questions of its advisors and engaged in discussion on the potential business combination and the merger agreement.

On the same day, representatives of each of Kenvue, K-C, Centerview, Goldman Sachs, J.P. Morgan, PJT Partners, Cravath and Kirkland had a meeting to discuss outstanding actions relating to the potential business combination, including with respect to due diligence, the draft merger agreement, financing, expected credit ratings for the combined company, transaction communications and employee matters.

On October 26, 2025, the Kenvue board held a special meeting with representatives of each of Centerview, Goldman Sachs and Cravath and members of Kenvue management in attendance to discuss the potential business combination with K-C. At the meeting, representatives of each of Centerview and Goldman Sachs presented their respective preliminary valuation analyses of the October 24 proposal and the Kenvue board asked questions regarding such valuation analyses and engaged in discussion. The Kenvue board discussed (i) the outstanding items with respect to the potential business combination, including with respect to legal due diligence, the draft merger agreement, financing, transaction communications and employee matters and (ii) the impact of the potential business combination, and the potential execution of the merger agreement, on the timing for the announcement of Kenvue’s financial results for the third quarter of 2025.

On October 27, 2025, at a special meeting of the K-C board, with members of K-C senior management and representatives of each of J.P. Morgan, PJT Partners and K-C’s outside legal and other external advisors in attendance for portions of the meeting, representatives of each of J.P. Morgan and PJT Partners discussed with the K-C board K-C management’s estimated potential synergies resulting from a strategic transaction with Kenvue and that, following further due diligence, including through discussions with Kenvue and its advisors, K-C management’s confidence in the execution of such synergies had increased. Representatives of each of J.P. Morgan and PJT Partners then reviewed with the K-C board J.P. Morgan’s and PJT Partners’ respective preliminary and illustrative financial analyses of each of Kenvue and K-C. Such advisors then facilitated a discussion with the K-C board regarding the potential business combination’s expected value creation for each of K-C’s and Kenvue’s respective stockholders, including when using sensitivities to address different potential scenarios, including an inability to fully achieve expected synergies, the impact of litigation, regulatory or other contingent liabilities, operational challenges or macroeconomic headwinds. The K-C board also reviewed a range of potential transaction values and discussed the implied merger premium and potential K-C shareholder and market reaction in connection therewith considering the recent events and decline in Kenvue’s stock price. The K-C board reviewed and discussed the updated K-C standalone projections, which K-C senior management had updated to reflect certain changes to underlying assumptions, to extrapolate such forecasts for fiscal years 2029 and 2030 and to provide projections for unlevered free cash flow, with the K-C board, which authorized the use of the K-C standalone projections by each of PJT Partners and J.P. Morgan in connection with their respective financial analyses and opinions. The K-C board then reviewed and discussed the Kenvue standalone projections in comparison with the K-C management adjusted Kenvue projections, which incorporated updates by K-C senior management to reflect certain learnings from the diligence process, and which the K-C board authorized each of PJT Partners and J.P. Morgan to use in connection with their respective financial analyses and opinions. The K-C board next reviewed and discussed the synergy projections, which were provided by K-C management to each of J.P. Morgan and PJT Partners, and which the K-C board approved for use by each of J.P. Morgan and PJT Partners in connection with their respective financial analyses

and opinions. The K-C standalone projections, the Kenvue standalone projections, the K-C management adjusted Kenvue projections and the synergy projections are described in more detail in the section of this proxy statement entitled “The Mergers—Certain Unaudited Prospective Financial Information.” Following further discussion, representatives of each of J.P. Morgan and PJT Partners further reviewed recent events affecting Kenvue, the market reaction to such events and the evolution of K-C proposals to acquire Kenvue during the course of their engagements. At this point in the meeting, representatives of each of J.P. Morgan, PJT Partners and other external advisors departed and Mr. McGee, in coordination with representatives of K-C’s outside legal advisors, led the K-C board through a privileged discussion regarding the in-depth legal due diligence analysis conducted to date, including with respect to acetaminophen and the pending UK talc risk. Representatives of Kirkland reviewed with the K-C board its fiduciary duties in connection with the K-C board’s evaluation of the transaction and relevant considerations in connection with the K-C board’s decision-making process. Representatives of Kirkland reviewed the key terms of the draft merger agreement, including, among other things, whether certain effects or developments related to products of Kenvue containing acetaminophen could be taken into account in any determination of whether a “material adverse effect” has occurred with respect to Kenvue, the proposed board composition of the combined company, required efforts to obtain required regulatory approvals and certain employee matters. Representative of Kirkland also reviewed with the K-C board the customary disclosure memoranda previously received from each of PJT Partners and J.P. Morgan, and reaffirmed nothing disclosed would affect J.P. Morgan or PJT Partners’ ability to serve as K-C’s financial advisors. In an executive session, the K-C board unanimously determined to continue to move forward with the potential business combination based on the potential range of terms discussed at the meeting.

On October 28, 2025, on behalf of the State of Texas, the Attorney General of Texas filed a petition in the District Court of Panola County, Texas, against Kenvue, Kenvue Brands LLC a subsidiary of Kenvue and J&J, alleging violations of the Texas Deceptive Trade Practices-Consumer Protection Act and the Texas Uniform Fraudulent Transfer Act relating to allegations that prenatal and early-childhood exposure to acetaminophen is associated with autism spectrum disorder and attention-deficit/hyperactivity disorder in children and seeking injunctive relief, civil penalties, disgorgement of assets and other remedies. On October 28, 2025, the closing price of Kenvue common stock was $14.51 per share, representing a decline of approximately 3.8% from a closing price of $15.08 per share as of October 27, 2025 and a decline of (i) approximately 29.4% from a closing price of $20.54 per share as of the date of the August 28 proposal and (ii) approximately 3.8% from a closing price of $15.09 per share as of October 23, 2025, the day prior to the date of the October 24 proposal.

On the same day, representatives of each of Kenvue, K-C, Centerview, Goldman Sachs, J.P. Morgan and PJT Partners had calls to discuss the recent events and resulting market reaction, as well as the plan and timing for communications with respect to the potential business combination.

On October 30, 2025, K-C issued a press release regarding K-C’s third quarter 2025 earnings and held its quarterly earnings call. Following K-C’s press release and earnings call, K-C’s stock price increased from $116.72 as of the close of business on October 29, 2025, to $120.21 as of the close of business on October 30, 2025.

Also on October 30, 2025, representatives of K-C and Kenvue, as well as representatives of Kirkland, Gibson and Cravath, met telephonically to conduct a mutual due diligence session regarding each party’s litigation portfolio.

Also on October 30, 2025, J.P. Morgan provided an updated relationship disclosure memorandum to K C, which was subsequently provided to the K-C board.

On October 31, 2025, representatives of each of K-C and J.P. Morgan met with representatives of S&P and Moody’s, in each case, subject to customary confidentiality agreements, to discuss the potential business combination, K-C’s acquisition financing strategy and the anticipated combined company balance sheet.

Also on October 31, 2025, representatives of K-C conveyed to representatives of Kenvue an updated proposal (the “October 31 proposal”), which provided for a merger of K-C and Kenvue pursuant to which all of the shares of Kenvue common stock would be exchanged for 0.1450 shares of K-C plus $3.00 in cash per share of Kenvue common stock, representing (i) an implied nominal value to Kenvue stockholders of $20.36 per share, based on K-C’s share price of $119.71 as of October 31, 2025 and (ii) a premium of approximately 41.7% over the $14.37 closing price of Kenvue common stock as of October 31, 2025, and reflecting a combined company ownership of approximately 46% by Kenvue stockholders on a fully diluted basis.

Later that day, the Kenvue board held a special meeting with representatives of Centerview, Goldman Sachs and Cravath and members of Kenvue management in attendance to discuss the October 31 proposal. Representatives of

Centerview and Goldman Sachs presented preliminary analyses of the October 31 proposal, including as compared to prior proposals received from K-C and Kenvue management’s standalone plan and the Kenvue board asked questions regarding such analyses and engaged in discussion. A representative of Cravath summarized the key terms of the merger agreement for the potential business combination with K-C and discussed with and answered questions from the Kenvue board regarding the key outstanding terms that continued to be negotiated. Following a discussion, the Kenvue board determined that continued engagement with K-C with respect to the potential business combination was warranted. The Kenvue board directed Mr. Perry to relay to Mr. Hsu a counterproposal providing for a merger of K-C and Kenvue pursuant to which all of the shares of Kenvue common stock would be exchanged for 0.14625 shares of K-C plus $3.50 in cash per Kenvue share (the “final proposal”), representing (i) an implied nominal value to Kenvue stockholders of $21.01 per share, based on K-C’s closing share price of $119.71 as of October 31, 2025 and (ii) a premium of approximately 46.2% over the $14.37 closing price of Kenvue common stock as of October 31, 2025, and reflecting a combined company ownership of approximately 46% by Kenvue stockholders on a fully diluted basis.

Following the Kenvue board meeting, Mr. Perry called Mr. Hsu to convey that the Kenvue board was not willing to proceed with the potential business combination on the pricing terms set forth in the October 31 proposal and to propose the final proposal contingent on finalizing and announcing the transaction by the morning of November 3, 2025. Subsequently, Mr. Hsu conveyed to Mr. Perry that K-C was willing to proceed with the potential business combination on the basis of the final proposal, subject to finalization of the remaining open items of the potential business combination, agreement on K-C’s position on the combined company’s board composition and whether certain effects or developments related to products of Kenvue containing acetaminophen could be taken into account in any determination of whether a “material adverse effect” has occurred with respect to Kenvue and approval by each of the Kenvue board and the K-C board.

On November 1, 2025, representatives of PJT Partners informed representatives of Kirkland that there were no updates to the information included in the relationship disclosure memorandum which PJT Partners had provided to K-C on September 4, 2025, which information was subsequently provided to the K-C board.

On the same day and through November 2, 2025, representatives of Cravath and Kirkland continued to exchange drafts of the merger agreement and financing documentation to fund the cash portion of the consideration for the potential business combination and participated on various calls to discuss outstanding terms of the merger agreement and related matters.

On November 2, 2025, at a special meeting of the K-C board, with members of K-C senior management and representatives of each of J.P. Morgan, PJT Partners and K-C’s outside legal advisors in attendance for portions of the meeting, the K-C senior management reviewed updates relating to the potential business combination with Kenvue, including the final proposal, the implied merger premium and resulting capital structure of the combined company. The K-C board discussed the impact of, among other things, the HHS position on acetaminophen use in pregnancy, ongoing and anticipated acetaminophen-related litigation, the Texas attorney general lawsuit and the UK talc lawsuit and the associated volatility in Kenvue’s stock price. Representatives of each of J.P. Morgan and PJT Partners reviewed for the K-C board the evolution of K-C’s offers to acquire Kenvue, from the August 28 proposal to the final proposal. Representatives of each of J.P. Morgan and PJT Partners then reviewed with the K-C board J.P. Morgan’s and PJT Partners’ respective financial analyses of Kenvue, K-C and the final proposal. Thereafter, (a) representatives of J.P. Morgan rendered J.P. Morgan’s oral opinion, which was subsequently confirmed by delivery of a written opinion, dated November 2, 2025, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the Merger Consideration to be paid by K-C in the proposed transaction was fair, from a financial point of view, to K C, as more fully described below under “The Mergers–Opinions of K-C’s Financial Advisors–Opinion of J.P. Morgan” and (b) representatives of PJT Partners rendered PJT Partners’ oral opinion, which was subsequently confirmed by delivery of a written opinion, dated November 2, 2025, to the effect that, as of the date thereof and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated in PJT Partners’ written opinion), the Merger Consideration to be paid by K-C for the shares of Kenvue Common Stock in the transactions contemplated by the Merger Agreement was fair to K-C from a financial point of view, as more fully described below under “The Mergers–Opinions of K-C’s Financial Advisors–Opinion of PJT Partners.” Representatives of each of J.P. Morgan and PJT Partners departed the meeting, and Mr. McGee led a privileged discussion with the K-C board regarding Kenvue’s ongoing legal and regulatory developments and provided an updated overview of the comprehensive legal due diligence process conducted by K-C senior management, with the assistance

of Gibson, A&P, Canal Row and Kirkland. Representatives of Kirkland then reviewed the proposed terms of the merger agreement, including, among other things, that three Kenvue directors would be added to the K-C board following the closing, and updates with respect to certain employment, retention and compensation matters. Representatives of each of J.P. Morgan and PJT Partners rejoined the meeting, and Nelson Urdaneta, Chief Financial Officer at K-C, provided an update on the financing contemplated in connection with the potential business combination and the positive engagement to date with the rating agencies. K-C senior management further discussed with the K-C board the planned investor relations and communication strategy in the event the potential business combination was approved and announced. After the discussion, in executive session, the K-C board unanimously determined that it was fair to, and in the best interest of, K-C and its stockholders, and advisable, that K-C enter into the merger agreement and consummate the transactions contemplated by the merger agreement, including the mergers and the issuance by K-C of K-C common stock in connection with the first merger, and recommended that the K-C stockholders approve the share issuance.

Also on November 2, 2025, the Kenvue board held a special meeting, with representatives of Centerview, Goldman Sachs and Cravath and members of Kenvue management in attendance, to consider the proposed final terms of the potential business combination. Prior to this meeting, the Kenvue board received updated customary disclosure letters from Centerview and Goldman Sachs in respect of certain relationships between Centerview and Goldman Sachs and their respective affiliates, on the one hand, and Kenvue and K-C, on the other hand. The Kenvue board concluded that nothing in the updated disclosure would affect Centerview or Goldman Sach’s ability to serve as Kenvue’s financial advisors. Representatives of Kenvue management provided an update on the due diligence that had been conducted on K-C. Representatives of Cravath (i) reviewed with the Kenvue board its fiduciary duties with respect to their evaluation of the potential business combination and (ii) reviewed the final terms of the merger agreement. Representatives of each of Centerview and Goldman Sachs reviewed their respective financial analyses with respect to the potential business combination based on the final proposal, and the Kenvue board asked questions regarding such financial analyses and engaged in discussion.

Also at the November 2, 2025 meeting of the Kenvue board, following the discussion of Centerview and Goldman Sachs’ respective financial analyses, representatives of Centerview delivered its oral opinion to the Kenvue board, subsequently confirmed in writing by delivery of its written opinion dated November 2, 2025, that, as of such date and based upon and subject to the matters set forth therein, including the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth in such opinion, the merger consideration to be paid to the holders of shares of Kenvue common stock (other than (i) each share owned by K-C or Kenvue or any wholly owned subsidiary of K-C or Kenvue (or shares of Kenvue common stock held in the treasury of Kenvue), (ii) any appraisal shares (as defined in the merger agreement) and (iii) any shares of Kenvue common stock held by any affiliate of K-C or Kenvue) pursuant to the merger agreement is fair, from a financial point of view, to such holders. For more information on the opinion of Centerview see “The Mergers—Opinions of Kenvue’s Financial Advisors—Centerview Partners LLC” and Annex D.

Also at the November 2, 2025 meeting of the Kenvue board, representatives of Goldman Sachs delivered its oral opinion to the Kenvue board, which was subsequently confirmed by delivery of its written opinion, dated as of November 2, 2025, that, as of such date, and based upon and subject to the factors and assumptions set forth therein, the merger consideration to be paid to the holders (other than K-C and its affiliates) of shares of Kenvue common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders. For more information on the opinion of Goldman Sachs see “The Mergers—Opinions of Kenvue’s Financial Advisors—Goldman Sachs & Co. LLC” and Annex E.

Following the delivery of Centerview’s and Goldman Sachs’ respective oral opinions and further discussion among the Kenvue board, after careful review and consideration of the proposed terms of the potential business combination and taking into consideration the matters discussed during that meeting and prior meetings of the Kenvue board and the matters described below under “The Mergers—Recommendation of the Kenvue Board of Directors and Reasons for the Mergers,” the Kenvue board unanimously (i) determined that it is fair to, and in the best interests of, Kenvue and its stockholders, and declared it advisable that Kenvue enter into the merger agreement and consummate the transactions contemplated thereby, (ii) approved and declared advisable the merger agreement and the consummation of the transactions contemplated thereby, including the mergers, (iii) recommended that the holders of Kenvue common stock approve the adoption of the merger agreement and (iv) directed that the merger agreement and the first merger be submitted to such holders for adoption.

Following the meetings of the Kenvue board and K-C board, on November 2, 2025, representatives of Cravath and Kirkland finalized the merger agreement and other transaction documents, and the merger agreement and other transaction documents were executed by Kenvue and K-C.

Prior to the opening of U.S. stock market trading on November 3, 2025, Kenvue and K-C issued a joint press release announcing the transaction.

As a result of the first merger, each eligible share of Kenvue common stock issued and outstanding immediately prior to the first effective time (other than shares to be canceled in accordance with the merger agreement or appraisal shares) will be converted into the right to receive 0.14625 shares of K-C common stock plus $3.50 in cash, which we refer to as the merger consideration. Following the Mergers, Kenvue common stock will be delisted from the NYSE, will be deregistered under the Exchange Act and will cease to be publicly traded.

Kenvue stockholders that would have otherwise been entitled to receive a fractional share of K-C common stock will instead be entitled to receive, in lieu of such fractional shares of K-C common stock, an amount in cash (without interest and rounded to the nearest cent), equal to the product of (1) the amount of fractional interest in a share of K-C common stock to which such holder would be entitled under the merger agreement and (2) an amount equal to the average of the volume-weighted average price on each of the five consecutive trading days ending on (and including) the first trading day immediately prior to the closing date (as defined below). No Kenvue stockholder will be entitled by virtue of the right to receive consideration with respect to fractional shares to any dividends, voting rights or any other rights in respect of any fractional share of K-C common stock.

In connection with, and concurrently with entry into, the merger agreement, K-C and JPMorgan Chase Bank, N.A. (which we refer to as the “Bank”) entered into a certain bridge loan facility commitment letter, dated November 2, 2025 (which we refer to as the “debt commitment letter” and the financing described therein, as the “committed financing”), pursuant to which the Bank has agreed to provide bridge financing (which we refer to as the “bridge facility”) in an amount of $7.7 billion to K-C on the terms and subject to the conditions set forth in the debt commitment letter for the purposes of funding the cash consideration and paying fees, costs and expenses related to the transactions contemplated by the merger agreement and to repay certain existing indebtedness of Kenvue and/or its subsidiaries. The bridge facility will be available to be drawn upon in the event that K-C has not prior to or concurrently with the consummation of the mergers received proceeds from, among other things, one or more debt offerings, loan facility transactions or specified dispositions of certain property and assets, subject to certain exceptions sufficient to pay the required amounts. The obligations of the Bank to provide the debt financing in accordance with the debt commitment letter are subject to conditions customary for transactions of this type. On December 9, 2025, $3.8 billion of the bridge commitments were terminated in connection with entry into the New Revolving Credit Facility and DDTL Credit Facility (as defined below).

On December 9, 2025, K-C entered into (i) that certain Five-Year Revolving Credit Agreement by and among K-C, the Bank and the other lenders party thereto (which we refer to as the “New Revolving Credit Facility”) and (ii) that certain Delayed Draw Term Loan Credit Agreement by and among K-C, the Bank, and the other lenders party thereto (which we refer to as the “DDTL Credit Facility”). The New Revolving Credit Facility provides for a revolving credit facility of up to $4.0 billion (which may be increased by up to $1.0 billion upon obtaining additional commitments from the then-existing or new lenders and the satisfaction of certain other conditions), $2.0 billion of which is available with limited conditionality to ensure certainty of funds to pay the cash portion of the purchase price in connection with the mergers, the fees, costs and expenses incurred in connection with the transactions contemplated by the merger agreement and to repay certain existing indebtedness of Kenvue and/or its subsidiaries. The DDTL Credit Facility provides for a delayed draw term loan facility of up to $1.8 billion, which is available to pay the cash portion of the purchase price in connection with the mergers, the fees, costs and expenses incurred in connection with the transactions contemplated by the merger agreement and to repay certain existing indebtedness of Kenvue and/or its subsidiaries. K-C (x) terminated the commitments outstanding under that certain 364-Day Revolving Credit Agreement, dated as of May 30, 2025 by and among K-C, the banks party thereto and Citibank, N.A., as administrative agent and (y) reduced the commitments outstanding under that certain Five-Year Revolving Credit Agreement, dated as of June 2, 2023 by and among K-C, the banks party thereto and Citibank, N.A., as administrative agent to $1.0 billion substantially concurrently with entry into the New Revolving Credit Facility and the DDTL Credit Facility.

Unless otherwise mutually agreed to in writing between K-C and Kenvue, the consummation of the mergers will take place on the third business day immediately following the satisfaction or waiver of the conditions to the consummation of the mergers (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or (to the extent permitted by law) waiver of those conditions in accordance with the merger agreement). For more information on the conditions to the consummation of the mergers, please see the section entitled “The Merger Agreement—Conditions to the Closing of the Mergers.” We refer to the date on which the consummation of the mergers occurs as the “closing date.”

As soon as practicable on the closing date, Kenvue and First Merger Sub will file a certificate of merger relating to the first merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL, and the first merger will become effective upon the due filing of such certificate of merger with the Secretary of State of the State of Delaware, or at such later time as agreed in writing by K-C and Kenvue and specified in such certificate of merger (which we refer to as the “first effective time”). Immediately following the first effective time, Kenvue and Second Merger Sub will file a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the Delaware Limited Liability Company Act, and the second merger will become effective upon the due filing of such certificate of merger with the Secretary of State of the State of Delaware, or at such later time as agreed in writing by K-C and Kenvue and specified in such certificate of merger.

Under the terms of the Merger Agreement, K-C has agreed to take all actions as may be necessary to cause, effective as of the first effective time, the K-C board to consist of three designated Kenvue directors, with the remainder of the K-C board consisting of existing members of the K-C board, as of immediately prior to the first effective time, until such director’s successor is elected and qualified or such director’s earlier death, resignation or removal in accordance with the organizational documents of K-C.

Immediately after the closing of the mergers, it is expected that K-C stockholders as of immediately prior to the mergers will own approximately 54%, and Kenvue stockholders as of immediately prior to the mergers will own approximately 46%, of the issued and outstanding shares of K-C common stock, in each case calculated based on the fully diluted market capitalizations of K-C and Kenvue as of the date of signing of the merger agreement. The exact ownership interests of K-C stockholders and Kenvue stockholders in the combined company immediately following the mergers will depend on the number of shares of K-C common stock and the number of shares of Kenvue common stock issued and outstanding immediately prior to the first effective time and the number of issued and outstanding Kenvue equity awards to be settled in shares of K-C common stock in connection with the mergers, as provided in the section entitled “The Merger Agreement—Consideration.”

By a unanimous vote at a meeting held on November 2, 2025, the K-C board determined that the merger agreement and the transactions contemplated therein, including the issuance of shares of K-C common stock in connection with the first merger, are fair to and in the best interests of K-C and its stockholders and approved and declared advisable the merger agreement and the transactions contemplated thereby, including the issuance of shares of K-C common stock in connection with the first merger. The K-C board unanimously recommends that K-C stockholders vote “FOR” the K-C issuance proposal on the terms and subject to the conditions stated in the merger agreement.

In evaluating the mergers, the K-C board met multiple times to consider a potential transaction with Kenvue, including in executive sessions, consulted with K-C management and outside legal, financial, strategic and other advisors, and considered a number of factors, weighing both perceived benefits of the mergers as well as potential risks, uncertainties and other potentially negative factors associated with the mergers.

In the course of its deliberations, the K-C board considered a variety of factors and information that it believes supports its determinations and recommendation, including the following (which are not necessarily presented in order of relative importance):

In the course of its deliberations, the K-C board also considered a variety of risks, uncertainties and other potentially negative factors, including the following (which are not necessarily presented in order of relative importance):

The K-C board considered all of these factors as a whole and unanimously determined that the merger agreement and the transactions contemplated thereby, including the issuance of shares of K-C common stock in connection with the first merger, were fair to and in the best interests of K-C and its stockholders. The foregoing discussion of the information and factors considered by the K-C board in reaching its conclusions and recommendation includes the principal factors considered by the K-C board, but is not intended to be exhaustive and may not include all of the factors considered by the K-C board. In view of the wide variety of factors considered by the K-C board in connection with its evaluation of the mergers and the complexity of these matters, the K-C board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative or specific weights to the specific factors that it considered in reaching its decision. Rather, the K-C board viewed its decisions as being based on the totality of the factors and information it considered. In considering the factors described above and any other factors, each individual member of the K-C board applied his or her own personal business judgment to the process and may have viewed factors differently or given different weight or merit to different factors.

In considering the recommendation of the K-C board that the K-C stockholders vote to approve the K-C issuance proposal, K-C stockholders should be aware that the directors and executive officers of K-C have certain interests in the mergers that may be different from, or in addition to, the interests of K-C stockholders generally. The K-C board was aware of these interests and considered them when approving the merger agreement and recommending that K-C stockholders vote to approve the K-C issuance proposal, which are described in the section entitled “The Mergers—Interests of K-C Directors and Executive Officers in the Mergers” beginning on page 127 of this joint proxy statement/prospectus.

The foregoing discussion of the information and factors considered by the K-C board is forward-looking in nature and should be read in light of the factors described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 40 of this joint proxy statement/prospectus.

Pursuant to an engagement letter, K-C retained J.P. Morgan as its financial advisor in connection with the proposed transaction.

At the meeting of the K-C board on November 2, 2025, J.P. Morgan rendered its oral opinion to the K-C board to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, the merger consideration to be paid by K-C in the proposed transaction was fair, from a financial point of view, to K-C. J.P. Morgan confirmed its November 2, 2025 oral opinion by delivering its written opinion, dated November 2, 2025, to the K-C board that, as of such date, the merger consideration to be paid by K-C in the proposed transaction was fair, from a financial point of view, to K-C.

The full text of the written opinion of J.P. Morgan, dated November 2, 2025, which sets forth, among other things, the assumptions made, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex B to this joint proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. K-C stockholders are urged to read the opinion in its entirety. J.P. Morgan’s opinion was addressed to the K-C board (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed transaction, was limited to the fairness, from a financial point of view, of the merger consideration to be

paid by K-C in the proposed transaction and did not address any other aspect of the proposed transaction. J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the proposed transaction to the holders of any class of securities, creditors or other constituencies of K-C or as to the underlying decision by K-C to engage in the proposed transaction. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. J.P. Morgan’s opinion does not constitute a recommendation to any stockholder of K-C as to how such stockholder should vote with respect to the proposed transaction or any other matter.

In arriving at its opinion, J.P. Morgan, among other things:

In addition, J.P. Morgan held discussions with certain members of the management of Kenvue and K-C with respect to certain aspects of the proposed transaction, and the past and current business operations of Kenvue and K-C, the financial condition and future prospects and operations of Kenvue and K-C, the effects of the proposed transaction on the financial condition and future prospects of K-C and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Kenvue and K-C or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to its engagement letter with K-C, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Kenvue or K-C under any state or federal laws relating to bankruptcy, insolvency or similar matters. J.P. Morgan was not asked to undertake, and did not undertake, an independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, or any settlements thereof, to which K-C, Kenvue or their respective subsidiaries were or may be parties or were or may be subject, and, at the K-C Board’s direction, J.P. Morgan’s analysis did not consider or address, nor did J.P. Morgan express any view on, any such litigation, actions, claims, other contingent liabilities or settlements, any impacts thereof or any other effects relating thereto. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, including the synergy projections, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management of K-C

as to the expected future results of operations and financial condition of Kenvue and K-C to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts (including the synergy projections) or the assumptions on which they were based. J.P. Morgan also assumed that the proposed transaction and the other transactions contemplated by the merger agreement will qualify as a tax-free reorganization for United States federal income tax purposes and will be consummated as described in the merger agreement, and that the definitive merger agreement would not differ in any material respects from the draft thereof furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by K-C and Kenvue in the merger agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and has relied on the assessments made by advisors to K-C with respect to such issues. J.P. Morgan further assumed that, in all respects material to its analysis, all material governmental, regulatory or other consents and approvals necessary for the consummation of the proposed transaction will be obtained without any adverse effect on Kenvue or K-C or on the contemplated benefits of the proposed transaction.

The projections and the synergy projections furnished to J.P. Morgan were prepared by K-C and Kenvue management as discussed more fully in the section titled “The Mergers—Certain Unaudited Prospective Financial Information” beginning on page 116 of this joint proxy statement/prospectus. K-C does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the proposed transaction, and such projections and the synergy projections were not prepared with a view toward public disclosure. The projections and the synergy projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of the K-C’s management, including, without limitation, factors related to general economic and industry conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of the projections and the synergy projections and other forward-looking statements, please refer to the section titled “The Mergers—Certain Unaudited Prospective Financial Information” beginning on page 116 of this joint proxy statement/prospectus.

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan noted that subsequent developments may affect its opinion and that J.P. Morgan does not have any obligation to update, revise or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the merger consideration to be paid by K-C in the proposed transaction and J.P. Morgan expressed no opinion as to the fairness of the merger consideration to the holders of any class of securities, creditors or other constituencies of K-C or as to the underlying decision by K-C to engage in the proposed transaction. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors or employees of any party to the proposed transaction, or any class of such persons relative to the merger consideration to be paid by K-C in the proposed transaction or with respect to the fairness of any such compensation. J.P. Morgan expressed no opinion as to the price at which the K-C common stock or Kenvue common stock will trade at any future time.

The terms of the merger agreement, including the merger consideration, were determined through arm’s-length negotiations between K-C and Kenvue, and the decision to enter into the merger agreement was solely that of the K-C board and the Kenvue board.

J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the K-C board in its evaluation of the proposed transaction and should not be viewed as determinative of the views of the K-C board or K-C’s management with respect to the proposed transaction or the merger consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the K-C board on November 2, 2025, and in the financial analyses presented to the K-C board on such date in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the K-C board and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

For comparison with the analyses below, J.P. Morgan calculated an implied value of the merger consideration per share of Kenvue common stock as of October 31, 2025 (which represented the last trading day for shares of each of K-C

common stock and Kenvue common stock prior to the date of delivery of J.P. Morgan’s opinion and which date is referred to herein as the “reference date”) of $21.01 (which we refer to as the “implied consideration”) by adding (i) the cash consideration of $3.50 to (ii) an implied value of the stock consideration of $17.51, calculated by multiplying the exchange ratio of 0.14625 shares of K-C common stock to be paid for each share of Kenvue common stock by the closing price of shares of K-C common stock on the reference date of $119.71.

Using publicly available information, J.P. Morgan compared selected financial data of Kenvue with similar data for selected publicly traded companies engaged in businesses that J.P. Morgan judged to be sufficiently analogous to Kenvue (or aspects thereof). The companies selected by J.P. Morgan were the following:

These companies were selected, among other reasons, by J.P. Morgan because they are publicly traded companies with operations and businesses that, for the purposes of J.P. Morgan’s analysis, J.P. Morgan considered to be similar to those of Kenvue. However, certain of these companies may have characteristics that are materially different from those of Kenvue. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect Kenvue.

Using publicly available information, J.P. Morgan calculated, for each selected company, the multiple of the firm value (which we refer to as the “FV”) (calculated as equity value plus or minus, as applicable, net debt or net cash) to analyst consensus estimates of calendar year 2026 adjusted EBITDA (post-stock-based compensation (which we refer to as “post-SBC”)) (which we refer to as “FV/2026E Adjusted EBITDA (post-SBC)”).

Based on the results of this analysis, J.P. Morgan selected a FV/2026E Adjusted EBITDA (post-SBC) multiple reference range of 11.0x to 15.0x and applied that range to Kenvue’s estimated adjusted EBITDA (post-SBC) for calendar year 2026 provided in the K-C management adjusted Kenvue projections. This analysis indicated the following range of implied equity value for Kenvue (rounded to the nearest $0.50), which was compared to the implied consideration of $21.01.

Using publicly available information, J.P. Morgan compared selected financial data of K-C with similar data for selected publicly traded companies engaged in businesses that J.P. Morgan judged to be sufficiently analogous to K-C (or aspects thereof). The companies selected by J.P. Morgan were the following:

These companies were selected, among other reasons, by J.P. Morgan because they are publicly traded companies with operations and businesses that, for the purposes of J.P. Morgan’s analysis, J.P. Morgan considered to be similar to those of K-C. However, certain of these companies may have characteristics that are materially different from those of K-C. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect K-C.

Using publicly available information, J.P. Morgan calculated, for each selected company, the FV/2026E Adjusted EBITDA (post-SBC).

Based on the results of this analysis, J.P. Morgan selected a FV/2026E Adjusted EBITDA (post-SBC) multiple reference range of 11.0x to 15.0x and applied that range to K-C’s estimated adjusted EBITDA (post-SBC) for calendar year 2026 provided in the K-C standalone projections. This analysis indicated the following range of implied equity value for K-C (rounded to the nearest $0.50), which was compared to K-C’s closing share price of $119.71 as of the reference date.

Using publicly available information, J.P. Morgan examined selected public transactions with respect to the consumer-health business. Specifically, J.P. Morgan reviewed the following transactions:

None of the selected transactions reviewed was identical to the proposed transaction. However, the transactions selected were chosen because certain other aspects of the transactions, for purposes of J.P. Morgan’s analysis, may be considered similar to the proposed transaction. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the proposed transaction.

Using publicly available information, J.P. Morgan calculated, for each selected transaction, the multiple of the target company’s FV implied in the relevant transaction to the target company’s adjusted EBITDA (post-SBC) for the last twelve months as of the date of announcement of the applicable transaction (which we refer to as the “FV/LTM adjusted EBITDA (post-SBC) multiple”).

Based on the results of this analysis, J.P. Morgan selected a FV/LTM adjusted EBITDA (post-SBC) multiple reference range for Kenvue of 14.0x to 19.0x. J.P. Morgan then applied such reference range to Kenvue’s adjusted EBITDA (post-SBC) for the 12-month period ended December 31, 2025 provided in the K-C management adjusted Kenvue projections. The analysis indicated a range of implied per-share equity value (rounded to the nearest $0.50) for Kenvue common stock of approximately $20.00 to $28.50, as compared to the implied consideration of $21.01.

J.P. Morgan conducted a discounted cash flow analysis of Kenvue (which we refer to as the “J.P. Morgan Kenvue DCF analysis”) for the purpose of determining the fully diluted equity value per share of Kenvue common stock using the unlevered free cash flows that Kenvue is expected to generate during fiscal years 2026 through 2030 as provided in the K-C management adjusted Kenvue projections, without taking into account the synergy projections. J.P. Morgan calculated a range of terminal values for Kenvue at the end of this period by applying a terminal growth rate ranging from 1.5% to 2.5% to estimates of the unlevered free cash flows for Kenvue at the end of fiscal year 2030, as provided in the K-C management adjusted Kenvue projections. J.P. Morgan then discounted the unlevered free cash flow estimates and the range of terminal values to present value as of December 31, 2025 using a mid-year convention for discounting and a range of discount rates from 6.5% to 7.5%, which range was chosen by J.P. Morgan based upon its analysis of the weighted average cost of capital of Kenvue. The present value of the unlevered free cash flow estimates and the range of terminal values were then adjusted by subtracting Kenvue’s net debt and unfunded pension expense as of December 31, 2025, in each case, based on the K-C management adjusted Kenvue projections and information provided by K-C management. This analysis indicated a range of implied per share equity value for Kenvue common stock (rounded to the nearest $0.50) of $18.00 to $27.50, as compared to the implied consideration of $21.01.

J.P. Morgan conducted a discounted cash flow analysis of K-C (which we refer to as the “J.P. Morgan K-C DCF analysis”) for the purpose of determining the fully diluted equity value per share of K-C common stock using the unlevered free cash flows that K-C is expected to generate during fiscal years 2026 through 2030 as provided in the K-C standalone projections, without taking into account the synergy projections. J.P. Morgan calculated a range of terminal values for K-C at the end of this period by applying a terminal growth rate ranging from 1.5% to 2.5% to estimates of the unlevered free cash flows for K-C at the end of fiscal year 2030, as provided in the K-C standalone projections. J.P. Morgan then discounted the unlevered free cash flow estimates and the range of terminal values to present value as of December 31, 2025 using a mid-year convention for discounting and a range of discount rates from 6.5% to 7.5%, which range was chosen by J.P. Morgan based upon its analysis of the weighted average cost of capital of K-C. The present value of the unlevered free cash flow estimates and the range of terminal values were then adjusted by subtracting K-C’s net debt and unfunded pension liability, equity method investments and non-controlling interest, in each case, as of December 31, 2025, based on the K-C standalone projections and information provided by K-C management. This analysis indicated a range of implied per share equity value for K-C common stock (rounded to the nearest $0.50) of $111.00 to $166.50, as compared to K-C’s closing share price of $119.71 as of the reference date.

Using the unlevered free cash flows that the cost and growth synergies were expected to generate during fiscal years 2026 through 2030 as provided in the synergy projections, taking into account the estimated cost to achieve such synergies, J.P. Morgan performed a separate discounted cash flow analysis of the cash flows that were expected to result from the realization of cost and growth synergies in connection with the proposed transaction. J.P. Morgan calculated a range of implied terminal values for each of the projected cost and growth synergies at the end of the projection period by applying selected perpetuity growth rates of 1.5% to 2.5% to the estimated unlevered free cash flows that each of the cost and growth synergies were expected to generate at the end of fiscal year 2030, as provided in the synergy projections. The unlevered free cash flows for each of the cost and growth synergies and the range of terminal values for each of the cost and growth synergies were then discounted to present value as of December 31, 2025, using discount rates ranging from 6.5% to 7.5%, which were chosen based upon an analysis of the weighted-average cost of capital of Kenvue and K-C. This analysis indicated a range of implied equity values per share of Kenvue common stock, rounded to the nearest $0.50, of approximately $28.50 to $43.00 when giving effect to only the estimated cost synergies and

based on the J.P. Morgan Kenvue DCF analysis, described above, as compared to the implied consideration of $21.01. This analysis indicated a range of implied equity values per share of Kenvue common stock, rounded to the nearest $0.50, of approximately $29.50 to $45.00 when giving effect to both the estimated cost and growth synergies and based on the J.P. Morgan Kenvue DCF analysis, described above, as compared to the implied consideration of $21.01.

Based upon the ranges of implied equity values for shares of common stock of each of K-C and Kenvue derived pursuant to the “Opinions of K-C’s Financial Advisors—J.P. Morgan Securities LLC—Public Trading Multiples Analysis” and “Opinions of K-C’s Financial Advisors—J. P. Morgan Securities LLC—Discounted Cash Flow Analysis” described above, J.P. Morgan calculated ranges of implied exchange ratios of a share of K-C common stock to a share of Kenvue common stock.

J.P. Morgan calculated the high end of the implied exchange ratio ranges by dividing the high value of the Kenvue implied price or equity value per share reference range for each applicable analysis (less the cash consideration of $3.50 per share of Kenvue common stock) by the low value of the K-C implied price or equity value per share reference range for each applicable analysis. J.P. Morgan calculated the low end of the implied exchange ratio range by dividing the low value of the Kenvue implied price or equity value per share reference range for each applicable analysis (less the cash consideration of $3.50 per share of Kenvue common stock) by the high value of the K-C implied price or equity value per share reference range for each applicable analysis.

This analysis implied the following ranges of exchange ratios, compared, in each case, to the exchange ratio of 0.14625x:

J.P. Morgan performed DCF-based analyses in order to compare the DCF-based equity value per share of K-C on a standalone basis to the DCF-based equity value per share of the combined company, giving effect to the estimated synergies and the completion of the proposed transaction, in each case from the perspective of the K-C stockholders. For purposes of these DCF-based analyses, J.P. Morgan calculated the equity value of the combined company, giving effect to the synergy projections and the completion of the proposed transaction, by adding (a) the standalone equity value of K-C based on the J.P. Morgan K-C DCF analysis (as described above) at the midpoint of the discount-rate and perpetuity-growth-rate ranges used in such DCF analysis, (b) the standalone equity value of Kenvue based on the J.P. Morgan Kenvue DCF analysis (as described above) at the midpoint of the discount-rate and perpetuity-growth-rate ranges used in such DCF analysis and (c) the present value of each of the cost and growth synergies at the midpoint of the discount-rate and perpetuity-growth-rate ranges used in such DCF analyses, net of the tax-affected transaction expenses estimated by K-C management. J.P. Morgan then subtracted the amount of cash to be paid to the Kenvue stockholders pursuant to the cash consideration. J.P. Morgan then multiplied such result by the pro forma equity ownership of the combined company by the existing K-C stockholders, after giving effect to the proposed transaction, of approximately 54%. These analyses indicated that the proposed transaction created incremental implied value for the holders of K-C common stock, representing increases in DCF-based value of approximately 26.8% when giving effect to cost synergies only and approximately 30.4% when giving effect to both cost and growth synergies, in each case in respect of a share of K-C common stock.

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of

analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of K-C or Kenvue. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses.

Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to K-C or Kenvue. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of K-C and Kenvue. The transactions were similarly chosen by J.P. Morgan because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the proposed transaction. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to K-C or Kenvue and the transactions compared to the proposed transaction.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. J.P. Morgan was selected to advise K-C with respect to the proposed transaction and deliver an opinion to the K-C board with respect to the proposed transaction on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with K-C, Kenvue and the industries in which they operate.

For financial advisory services rendered in connection with the proposed transaction, J.P. Morgan is entitled to receive from K-C an aggregate fee of up to $50.0 million, $5.0 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the proposed transaction. In addition, K-C has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan for certain liabilities arising out of its engagement.

During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial and investment-banking relationships with K-C for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead arranger and joint lead bookrunner on a credit facility in May 2025. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial and investment-banking relationships with Kenvue and/or its current or former affiliates for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead bookrunner on an offering of equity securities in May 2024 and as passive bookrunner on an offering of debt securities in February 2025. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of Kenvue, for which it receives customary compensation or other financial benefits. During the two years preceding the date of J.P. Morgan’s opinion, the aggregate fees recognized by J.P. Morgan from Kenvue and/or its current or former affiliates were approximately $24.0 million and the aggregate fees recognized from K-C were approximately $11.0 million. J.P. Morgan anticipates that J.P Morgan and its affiliates will arrange and/or provide financing to K-C in connection with the proposed transaction for customary compensation, which, considered in the aggregate and assuming all of the transactions contemplated by the merger agreement are actually completed, is expected by J.P. Morgan to be less than the fee for financial advisory services that J.P. Morgan expects to receive from K-C in connection with the proposed transaction. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of

each of K-C and Kenvue. In the ordinary course of their businesses, J.P. Morgan and its affiliates actively trade the debt and equity securities and other financial instruments (including derivatives, bank loans or other obligations) of K-C and Kenvue for their own accounts or for the accounts of customers and, accordingly, likely hold long or short positions in such securities or financial instruments.

PJT Partners was retained by K-C to act as its financial advisor in connection with the transactions contemplated by the merger agreement and, upon K-C’s request, to render its fairness opinion to the K-C board in connection therewith. K-C selected PJT Partners to act as its financial advisor based on PJT Partners’ qualifications, expertise and reputation, its knowledge of K-C’s industry and its knowledge and understanding of the business and affairs of K-C.

At a meeting of the K-C board on November 2, 2025, PJT Partners rendered its oral opinion, subsequently confirmed in its written opinion, dated November 2, 2025, to the K-C board to the effect that, as of the date thereof and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated in its written opinion), the merger consideration to be paid by K-C for the shares of Kenvue common stock in the transactions contemplated by the merger agreement was fair to K-C from a financial point of view.

The full text of PJT Partners’ written opinion delivered to the K-C board, dated November 2, 2025, is attached as Annex C and incorporated into this joint proxy statement/prospectus by reference in its entirety. PJT Partners’ written opinion has been provided by PJT Partners at the request of the K-C board and is subject to, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated therein). You are encouraged to read the opinion carefully in its entirety. PJT Partners provided its opinion to the K-C board, in its capacity as such, only in connection with and for purposes of its evaluation of the transactions contemplated by the merger agreement, and PJT Partners’ opinion does not constitute a recommendation as to any action the K-C board should take with respect to the transactions contemplated by the merger agreement or how any holder of K-C common stock or Kenvue common stock should vote or act with respect to the transactions contemplated by the merger agreement or any other matter. The following is a summary of PJT Partners’ opinion and the methodology that PJT Partners used to render its opinion. This summary of the PJT Partners opinion contained in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of PJT Partners’ written opinion.

In arriving at its opinion, PJT Partners, among other things:

In preparing its opinion, with the K-C board’s consent, PJT Partners relied upon and assumed the accuracy and completeness of the foregoing information and all other information discussed with or reviewed by PJT Partners, without independent verification thereof. PJT Partners assumed, with the K-C board’s consent, that the projections and the synergy projections and the assumptions underlying the projections and the synergy projections and all other financial analyses, estimates and forecasts provided to PJT Partners by K-C management, were reasonably prepared in accordance with industry practice and represented K-C management’s best then-currently available estimates and judgments as to the business and operations and future financial performance of K-C and Kenvue, as applicable, and the other matters covered thereby. PJT Partners relied, at the direction of K-C, on the assessments of K-C management as to K-C’s and Kenvue’s respective abilities to achieve the projections and the synergy projections, as applicable, and assumed that the projections and the synergy projections would be realized in the amounts and at the times projected. PJT Partners assumed no responsibility for and expressed no opinion as to the projections and the synergy projections, the assumptions upon which they were based or any other financial analyses, estimates and forecasts provided to PJT Partners by K-C management. PJT Partners also assumed that there were no material changes in the assets, financial conditions, results of operations, businesses or prospects of K-C or Kenvue since the respective dates of the latest financial statements made available to PJT Partners. PJT Partners also relied, with the K-C board’s consent, on K-C management’s representations and/or Projections regarding taxable income and other tax attributes of K-C and Kenvue. PJT Partners further relied, with the K-C board’s consent, upon the assurances of K-C management that they were not aware of any facts that would make the information, representations and Projections provided by them inaccurate, incomplete or misleading.

PJT Partners was not asked to undertake, and did not undertake, an independent verification of any information provided to or reviewed by PJT Partners, nor was PJT Partners furnished with any such verification and PJT Partners did not assume any responsibility or liability for the accuracy or completeness thereof. PJT Partners did not conduct, and was not asked to conduct, a physical inspection of any of the properties or assets of K-C or Kenvue. PJT Partners was not asked to conduct, and did not conduct, nor did it assume any responsibility for conducting, any independent evaluation or appraisal of the assets or the liabilities (contingent, derivative, off-balance sheet or otherwise) of K-C or Kenvue, nor was PJT Partners furnished with any such evaluations or appraisals, nor did PJT Partners evaluate the solvency or fair value of K-C or Kenvue (or the impact of the transactions contemplated by the merger agreement thereon) under any applicable laws. PJT Partners was not asked to undertake, and did not undertake, an independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities or any settlements thereof, to which K-C, Kenvue or their respective subsidiaries were or may be parties or were or may be subject, and, at the direction of the K-C board, PJT Partners’ analysis did not consider or address, nor did PJT Partners express any view on, any such litigation, actions, claims, other contingent liabilities or settlements, any impacts thereof or any other effects relating thereto.

PJT Partners also assumed, with the K-C board’s consent, that the final executed form of the merger agreement would not differ in any material respects from the draft reviewed by PJT Partners and that the consummation of the transactions contemplated by the merger agreement would be effected in accordance with the terms and conditions of the merger agreement, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary regulatory or third party consents and approvals (contractual or otherwise) for the transactions contemplated by the merger agreement, in all respects material to PJT Partners’ analysis, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Kenvue, K-C or the contemplated benefits of the

transactions contemplated by the merger agreement. At the direction of the K-C board, PJT Partners assumed that it is intended for the transactions contemplated by the merger agreement to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. PJT Partners also assumed that the representations and warranties made by K-C, Kenvue, First Merger Sub and Second Merger Sub in the merger agreement and the related agreements were and would be true and correct in all respects material to its analysis. PJT Partners did not express any opinion as to any tax or other consequences that might result from the transactions contemplated by the merger agreement, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which PJT Partners understood that K-C obtained such advice as it deemed necessary from qualified professionals. PJT Partners is not a legal, tax or regulatory advisor and relied upon, without independent verification, the assessment of K-C and its legal, tax and regulatory advisors with respect to such matters.

PJT Partners did not consider the relative merits of the transactions contemplated by the merger agreement as compared to any other business plan or opportunity that might be available to K-C or the effect of any other arrangement in which K-C might engage and PJT Partners’ opinion did not address the underlying decision by K-C to engage in the transactions contemplated by the merger agreement. PJT Partners’ opinion was limited to the fairness as of the date of the opinion, from a financial point of view, to K-C of the merger consideration to be paid by K-C for the shares of Kenvue common stock in the transactions contemplated by the merger agreement, and PJT Partners’ opinion did not address any other aspect or implication of the transactions contemplated by the merger agreement, the merger agreement or any other agreement or understanding entered into or to be entered into in connection with the transactions contemplated by the merger agreement or otherwise. PJT Partners further expressed no opinion or view as to the fairness of the transactions contemplated by the merger agreement to the holders of any class of securities, creditors or other constituencies of any party or as to the underlying decision by K-C to engage in the transactions contemplated by the merger agreement. PJT Partners also expressed no opinion as to the fairness (financial or otherwise) of the amount or nature of the compensation to any officers, directors or employees, or any class of such persons of any party to the transactions contemplated by the merger agreement, whether relative to the merger consideration to be paid by K-C or otherwise.

PJT Partners’ opinion was necessarily based upon economic, market, monetary, regulatory and other conditions as they existed and could be evaluated, and the information made available to PJT Partners, as of the date of its opinion. PJT Partners assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of its opinion. PJT Partners expressed no opinion as to the prices or trading ranges at which the shares of Kenvue common stock or K-C common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on K-C, Kenvue or the transactions contemplated by the merger agreement or as to the impact of the transactions contemplated by the merger agreement on the solvency or viability of K-C or Kenvue, or the ability of K-C or Kenvue to pay its obligations when they come due.

The issuance of PJT Partners’ opinion was approved by a fairness committee of PJT Partners in accordance with established procedures. PJT Partners’ advisory services and opinion were provided solely to the K-C board, in its capacity as such, only in connection with and for the purposes of its evaluation of the transactions contemplated by the merger agreement, and the opinion does not constitute a recommendation as to any action the K-C board should take with respect to the transactions contemplated by the merger agreement or any aspect thereof. PJT Partners’ opinion does not constitute a recommendation to any holder of K-C common stock or Kenvue common stock as to how any stockholder should vote or act with respect to the transactions contemplated by the merger agreement or any other matter.

In connection with rendering its opinion, PJT Partners performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, PJT Partners did not ascribe a specific range of values to the shares of K-C common stock or the shares of Kenvue common stock but rather made its determination as to fairness, from a financial point of view, to K-C of the merger consideration to be paid by K-C for the shares of Kenvue common stock in the transactions contemplated by the merger agreement on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description.

In arriving at its opinion, PJT Partners did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the transactions contemplated by the merger agreement. Accordingly, PJT Partners believes that its analyses must be

considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion.

The following is a summary of the material financial analyses used by PJT Partners in preparing its opinion to the K-C board. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by PJT Partners, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses. In performing its analyses, PJT Partners made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of K-C, Kenvue or any other parties to the transactions contemplated by the merger agreement. None of K-C, Kenvue, PJT Partners or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of the businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold. The financial analyses summarized below were based on the projections and the synergy projections and other financial information prepared and furnished to PJT Partners by or on behalf of the management of K-C, used at the direction of the management of K-C and approved for PJT Partners’ use by the K-C board. The following summary does not purport to be a complete description of the financial analyses performed by PJT Partners. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed for each of K-C and Kenvue on October 31, 2025 (which represented the last trading day for shares of each of K-C common stock and Kenvue common stock prior to the date of delivery of PJT Partners’ opinion and which date is referred to herein as the “reference date”), and is not necessarily indicative of current or future market conditions. Calculations of implied equity values per share were rounded to the nearest $0.50. Fully diluted share numbers for K-C and Kenvue used below were each provided by, and used at the direction of, K-C management and approved for PJT Partners’ use by the K-C board. For comparison with the analyses below, PJT Partners calculated an implied value of the merger consideration per share of Kenvue common stock on the reference date of $21.01 by adding (i) the cash consideration of $3.50 to (ii) an implied value of the stock consideration of $17.51, which was calculated by multiplying (A) the exchange ratio of 0.14625 shares of K-C common stock to be paid for each share of Kenvue common stock by (B) the closing price of shares of K-C common stock on the reference date of $119.71.

PJT Partners reviewed and compared specific financial, operating and public trading data relating to Kenvue with similar information for selected publicly traded consumer health and personal-care companies that PJT Partners deemed reasonably comparable to Kenvue. The selected comparable companies (which we refer to collectively as the “Kenvue peers”) were Procter & Gamble Co., Unilever PLC, Colgate-Palmolive Company, Reckitt Benckiser Group plc, Haleon plc, Church & Dwight Co., Inc. and The Clorox Company. PJT Partners reviewed and compared such data in order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied prices per share of Kenvue common stock, in each case by reference to these Kenvue peers.

As part of its selected comparable company analysis of Kenvue, PJT Partners calculated and analyzed certain ratios and multiples, including total enterprise value (calculated as the equity value based on fully diluted shares outstanding using the treasury stock method, plus debt and less cash and cash equivalents, after giving effect to certain adjustments, to the extent appropriate in PJT Partners’ professional judgment, such as non-controlling interests, pension & OPEB and investments in affiliates) (which we refer to as “TEV”) as a multiple of estimated earnings before interest, taxes, depreciation and amortization, adjusted for certain other items and after subtracting stock-based compensation (which we refer to as “adjusted EBITDA (post-SBC)”) for the fiscal year ending December 31, 2026 (such multiple, “TEV/2026E adjusted EBITDA (post-SBC)”).

All of these calculations were performed and based on publicly available financial and market data (including share prices) as of the close of trading on the reference date and consensus estimates derived from sell-side research. The results of this selected comparable company analysis are summarized below:

PJT Partners, based on its professional judgment, selected the Kenvue peers because PJT Partners believed their businesses and operating profiles are reasonably similar to those of Kenvue. However, because of the inherent differences between the businesses, operations and prospects of Kenvue and those of the Kenvue peers, PJT Partners

believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, PJT Partners also made qualitative judgments concerning differences between the businesses, financial and operating characteristics and prospects of Kenvue and the Kenvue peers that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between Kenvue and the Kenvue peers.

Accordingly, PJT Partners selected a TEV/2026E adjusted EBITDA (post-SBC) multiple range of 12.0x to 16.0x and applied such range to Kenvue’s estimated adjusted EBITDA (post-SBC) for the fiscal year ending December 31, 2026, included in the K-C management adjusted Kenvue projections, to calculate a range of implied prices per share of Kenvue common stock based on the fully diluted shares of Kenvue common stock outstanding calculated using the treasury stock method as of October 30, 2025 as well as Kenvue’s estimated net debt and unfunded pension expense as of December 31, 2025, in each case, based on the K-C management adjusted Kenvue projections and information provided by K-C management. The following summarizes the results of these calculations:

PJT Partners reviewed, to the extent publicly available, and analyzed the valuation and financial metrics relating to the following eight transactions since 2017 involving companies in the consumer health and personal-care industry, which PJT Partners, in its professional judgment, considered generally relevant for comparative purposes:

For each precedent transaction, PJT Partners reviewed the TEV of the target company in the transaction based on the consideration payable in the transaction as a multiple of the target company’s adjusted EBITDA (post-SBC), to the extent such information was available, for the last twelve months prior to announcement of the relevant transaction (such multiple, “TEV/LTM adjusted EBITDA (post-SBC)”), as summarized below:

Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction.

The reasons for and the circumstances surrounding each of the selected precedent transactions analyzed were diverse, and there are inherent differences in the business, operations, financial condition and prospects of Kenvue and the companies included in the selected precedent transactions analyzed by PJT Partners, which PJT Partners discussed with the K-C board. In addition, certain of the selected precedent transactions involved the purchase and sale of particular businesses or assets rather than transactions involving whole companies, and the selected precedent transactions occurred during periods in which financial, economic and market conditions were different from those in existence as of the date of PJT Partners’ opinion. Accordingly, PJT Partners believed, and discussed with the K-C board, that a purely quantitative selected precedent transaction analysis would not be particularly meaningful in the context of considering the transactions contemplated by the merger agreement. PJT Partners, therefore, made qualitative judgments concerning the differences between the characteristics of the selected precedent transactions and the transactions contemplated by the merger agreement that would affect the acquisition values of the selected target companies and Kenvue.

After reviewing the analyses described above, PJT Partners selected a TEV/LTM EBITDA (post-SBC) multiple range of 14.0x to 20.0x for Kenvue and applied this range to Kenvue’s LTM adjusted EBITDA (post-SBC) for the 12-month period ended December 31, 2025, included in the K-C management adjusted Kenvue projections, to calculate a range of implied prices per share of Kenvue common stock based on the fully diluted shares of Kenvue common stock outstanding calculated using the treasury stock method as of October 30, 2025 as well as Kenvue’s estimated net debt and unfunded pension expense as of December 31, 2025, in each case, based on the K-C management adjusted Kenvue projections and information provided by K-C management. The following table presents the results of these calculations:

PJT Partners performed a discounted cash flow (which we refer to as “DCF”) analysis to estimate the present value of a share of Kenvue common stock (i) on a standalone basis (which we refer to as the “standalone Kenvue DCF analysis”) and (ii) after giving effect to the estimated annual after-tax cost and growth synergies included in the synergy projections (which we refer to as the “post-synergies Kenvue DCF analysis”). A DCF analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows generated by the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors.

PJT Partners calculated the estimated TEV of Kenvue using the DCF method by adding (i) Kenvue’s estimated unlevered free cash flows for the period from January 1, 2026 through the fiscal year ending December 31, 2030 included in the K-C management adjusted Kenvue projections to (ii) ranges of “terminal values” of Kenvue as of the fiscal year ending December 31, 2030, and discounted both such amounts to their present value as of December 31, 2025 using a range of selected discount rates. The unlevered free cash flows were provided by K-C management as part of the K-C management adjusted Kenvue projections.

The residual value of Kenvue at the end of the fiscal year ending December 31, 2030, or “terminal value” was estimated by applying a perpetuity growth rate range of 1.5% to 2.5%, selected by PJT Partners in its professional judgment, to Kenvue’s normalized estimated unlevered free cash flow for the fiscal year ending December 31, 2030 included in the K-C management adjusted Kenvue projections. The unlevered free cash flows and the range of terminal values were then discounted to present value as of December 31, 2025 using discount rates ranging from 6.5% to 7.5%, which were selected based on PJT Partners’ analysis of the weighted average cost of capital of Kenvue and its professional judgment, assuming mid-year discounting.

PJT Partners then calculated a range of implied equity values per share of Kenvue common stock, without giving effect to the synergy projections, by (i) subtracting Kenvue’s estimated net debt and unfunded pension expense as of December 31, 2025, in each case, based on the K-C management adjusted Kenvue projections and information provided by K-C management, from the estimated TEV derived using the DCF method and (ii) dividing such amount by the fully diluted number of shares of Kenvue common stock outstanding, calculated using the treasury-stock method, as of October 30, 2025. The following summarizes the results of these calculations:

PJT Partners also estimated the present value of a share of Kenvue common stock after giving effect to the estimated annual after-tax synergies, net of costs to achieve such synergies, included in the synergy projections by using the DCF method (which we refer to as the “net synergies”). In performing this analysis, PJT Partners calculated the net synergies for the period from January 1, 2026 through the fiscal year ending December 31, 2030.

The residual value of the net synergies after the end of the fiscal year ending December 31, 2030, or the terminal value, was estimated by applying a perpetuity growth-rate range of 1.5% to 2.5%, selected by PJT Partners in its professional judgment, to the net synergies. The net synergies and range of terminal values were then discounted to present value as of December 31, 2025 using discount rates ranging from 6.5% to 7.5%, which were selected based on PJT Partners’ analysis of the weighted-average cost of capital of Kenvue and its professional judgment, assuming mid-year discounting.

Based on these present values and the standalone Kenvue DCF analysis, PJT Partners calculated a range of implied equity values per share of Kenvue common stock, giving effect to the net synergies and the synergy projections. The following summarizes the results of these calculations:

PJT Partners reviewed and compared specific financial, operating and public-trading data relating to K-C with similar information for selected publicly traded consumer health and personal-care companies that PJT Partners deemed reasonably comparable to K-C. The selected comparable companies (which we refer to collectively as the “K-C peers”) were Procter & Gamble Co., Unilever PLC, Colgate-Palmolive Company, Reckitt Benckiser Group plc, Haleon plc, Church & Dwight Co., Inc. and The Clorox Company. PJT Partners reviewed and compared such data in order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied prices per share of K-C common stock, in each case by reference to these K-C peers.

As part of its selected comparable company analysis of K-C, PJT Partners calculated and analyzed certain ratios and multiples, including TEV/2026E adjusted EBITDA (post-SBC).

All of these calculations were performed and based on publicly available financial data and market data (including share prices) as of the close of trading on the reference date and consensus estimates derived from sell-side research. The results of this selected comparable company analysis are summarized below:

PJT Partners, based on its professional judgment, selected the K-C peers because PJT Partners believed their businesses and operating profiles are reasonably similar to those of K-C. However, because of the inherent differences between the businesses, operations and prospects of K-C and those of the K-C peers, PJT Partners believed that it was

inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, PJT Partners also made qualitative judgments concerning differences between the businesses, financial and operating characteristics and prospects of K-C and the K-C peers that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between K-C and the K-C peers.

Accordingly, PJT Partners selected a TEV/2026E adjusted EBITDA (post-SBC) multiple range of 12.0x to 16.0x and applied such range to K-C’s estimated adjusted EBITDA (post-SBC) for the fiscal year ending December 31, 2026 included in the K-C standalone projections, to calculate a range of implied prices per share of K-C common stock based on the fully diluted shares of K-C common stock outstanding calculated using the treasury stock method as of October 30, 2025 as well as K-C’s estimated net debt, non-controlling interests, investments in associates and JVs and unfunded pension expense, in each case, as of December 31, 2025 based on the K-C standalone projections and information provided by K-C management. The following summarizes the results of these calculations:

PJT Partners performed a DCF analysis to estimate the present value of a share of K-C common stock on a standalone basis. PJT Partners calculated the estimated TEV of K-C using the DCF method by adding (i) K-C’s estimated unlevered free cash flows for the period from January 1, 2026 through the fiscal year ending December 31, 2030, included in the K-C standalone projections to (ii) ranges of terminal values of K-C as of December 31, 2030, and then discounted both such amounts to their present value as of December 31, 2025 using a range of selected discount rates. The unlevered free cash flows were provided by K-C management as part of the K-C standalone projections.

The residual value of K-C at the end of the fiscal year ending December 31, 2030 or the “terminal value” was estimated by applying a perpetuity growth-rate range of 1.5% to 2.5%, selected by PJT Partners in its professional judgment, to K-C’s normalized estimated unlevered free cash flow for the fiscal year ending December 31, 2030, included in the K-C standalone projections. The unlevered free cash flows and range of terminal values were then discounted to present value as of December 31, 2025 using discount rates ranging from 6.5% to 7.5%, which were selected based on PJT Partners’ analysis of K-C’s weighted-average cost of capital and its professional judgment, assuming mid-year discounting.

PJT Partners then calculated a range of implied equity values per share of K-C common stock by (i) subtracting K-C’s estimated net debt, non-controlling interests, investments in associates and JVs and unfunded pension expense, in each case, as of December 31, 2025 based on the K-C standalone projections and information provided by K-C management, from the estimated TEV derived using the DCF method and (ii) dividing such amount by the number of fully diluted shares of K-C common stock outstanding, calculated using the treasury-stock method, as of October 30, 2025. The following summarizes the results of these calculations:

PJT Partners calculated a range of implied exchange ratios for K-C common stock per share of Kenvue common stock based on the ranges of implied prices per share of K-C and the range of implied prices per share of Kenvue that were calculated by PJT Partners in its selected comparable company analyses of K-C and Kenvue, using TEV/2026E adjusted EBITDA (post-SBC), the standalone Kenvue DCF analysis and the standalone K-C DCF analysis. PJT Partners calculated the high end of the implied exchange ratio ranges by dividing the high value of the Kenvue implied price or equity value per share reference range for each applicable analysis (less the cash consideration of $3.50 per share of Kenvue common stock) by the low value of the K-C implied price or equity value per share reference range for each applicable analysis. PJT Partners calculated the low end of the implied exchange ratio range by dividing the low value of the Kenvue implied price or equity value per share reference range for each applicable analysis (less the cash consideration of $3.50 per share of Kenvue common stock) by the high value of the K-C implied price or equity value

per share reference range for each applicable analysis. The result of this analysis was an implied exchange ratio range of (i) 0.0766–0.1586x based on the TEV/2026E adjusted EBITDA (post-SBC) selected comparable company analyses and (ii) 0.0856–0.2156x based on the standalone Kenvue DCF analysis and the standalone K-C DCF analysis, as compared, in each case, to the exchange ratio of 0.14625x.

PJT Partners performed a DCF-based “has/gets” analysis in order to compare the DCF-based equity value per share of K-C on a standalone basis to the DCF-based equity value per share of the combined company, giving effect to the net synergies and the completion of the transactions contemplated by the merger agreement, in each case, from the perspective of the K-C stockholders. For purposes of the DCF-based “has/gets” analysis, PJT Partners calculated the equity value of the combined company, giving effect to the net synergies and the completion of the transactions contemplated by the merger agreement, by adding (i) the standalone equity value of K-C based on PJT Partners’ standalone K-C DCF analysis (as described above) at the mid-point of the discount rates and perpetuity growth rates used in such DCF analysis, (ii) the standalone equity value of Kenvue based on the standalone Kenvue DCF analysis (as described above) at the mid-point of the discount rates and perpetuity growth rates used in such DCF analysis and (iii) the present value of the net synergies (as described above) net of the tax-affected transaction expenses estimated by K-C management at the mid-point of the discount rates and perpetuity growth rates used in such DCF analysis. PJT Partners then subtracted the amount of cash to be paid to the Kenvue stockholders pursuant to the cash consideration. PJT Partners then multiplied such result by the pro forma equity ownership of the combined company by the existing K-C stockholders, after giving effect to the transactions contemplated by the merger agreement, of approximately 54%. The analysis indicated that the transactions contemplated by the merger agreement created incremental implied value for the holders of K-C common stock representing an increase in DCF-based value of approximately 30.4%.

PJT Partners also observed the additional factors described below, which were not considered part of its financial analyses in connection with rendering its opinion, but were referenced solely for informational purposes:

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying PJT Partners’ opinion. In arriving at its fairness determination, PJT Partners considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, PJT Partners made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above-described analyses as a comparison is directly comparable to K-C or Kenvue or the transactions contemplated by the merger agreement. The terms of the merger agreement, including the merger consideration, were determined through arm’s-length negotiations between K-C and Kenvue, rather than PJT Partners, and the decision to enter into the merger agreement was solely that of the K-C board and the Kenvue board.

PJT Partners prepared these analyses for purposes of providing its opinion to the K-C board as to the fairness, from a financial point of view, as of the date of the written opinion of PJT Partners, of the merger consideration to be paid by

K-C for the shares of Kenvue common stock in the transactions contemplated by the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of K-C, Kenvue, PJT Partners or any other person assumes responsibility if future results are materially different from those forecast.

PJT Partners is an internationally recognized investment banking firm and, as part of its and its affiliates’ investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. As a leading global M&A, capital raising, restructuring and liability management, and governance and shareholder practices advisor, PJT Partners and its affiliates undertake significant client coverage efforts and have advised and/or discussed potential strategic transactions with a number of participants in K-C’s sector. K-C selected PJT Partners to act as its financial advisor because of its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally and in the consumer health and personal-care industries specifically.

PJT Partners is acting as financial advisor to K-C in connection with the transactions contemplated by the merger agreement. As compensation for its services in connection with the transactions contemplated by the merger agreement, PJT Partners is entitled to receive from K-C an aggregate fee of $57 million, $5 million of which became payable upon the delivery of PJT Partners’ opinion to the K-C board and the remainder of which is contingent and payable upon the consummation of the transactions contemplated by the merger agreement. It is also anticipated by K-C that PJT Partners will receive an additional fee of approximately $10 million in connection with its performance of capital markets advisory services to K-C, which fee shall be contingent and payable upon the consummation of the transactions contemplated by the merger agreement. In addition, K-C has agreed to reimburse PJT Partners for out-of-pocket expenses and to indemnify PJT Partners for certain liabilities arising out of the performance of such services (including the rendering of PJT Partners’ opinion).

In the ordinary course of PJT Partners’ and its affiliates’ businesses, PJT Partners and its affiliates may provide investment banking and other financial services to K-C, Kenvue or their respective affiliates and may receive compensation for the rendering of these services. During the two years preceding the date of PJT Partners’ opinion, PJT Partners has provided, and as of the date of PJT Partners’ opinion, PJT Partners was providing, advisory services to K-C relating to its assessment of a potential product commercialization transaction unrelated to the transactions contemplated by the merger agreement, for which PJT Partners has not yet received any fees, but may receive fees in the future. PJT Partners currently expects that, if such product commercialization transaction is consummated, PJT Partners is likely to receive fees in connection with its services in an aggregate amount less than the fees payable to PJT Partners for its services in connection with the transactions contemplated by the merger agreement. PJT Partners has not advised, and has not received fees from, Kenvue during this period.

By unanimous vote, the Kenvue board, at a meeting held on November 2, 2025, (i) determined that it is fair to, and in the best interests of, Kenvue and its stockholders, and declared it advisable, that Kenvue enter into the merger agreement and consummate the transactions contemplated thereby, (ii) approved and declared advisable the merger agreement and the consummation of the transactions contemplated thereby, including the mergers, (iii) recommended that the holders of Kenvue common stock approve the adoption of the merger agreement and (iv) directed that the merger agreement and the first merger be submitted to such holders for adoption. The Kenvue board unanimously recommends that Kenvue stockholders vote “FOR” the Kenvue merger proposal, “FOR” the Kenvue compensation advisory proposal and “FOR” the Kenvue adjournment proposal.

In the course of reaching its determination and recommendation, the Kenvue board met numerous times to consider a potential transaction with K-C and consulted with the committee, Kenvue management, legal counsel and financial advisors. In recommending that Kenvue stockholders vote their shares of Kenvue common stock in favor of adoption of the merger agreement, the Kenvue board also considered a number of factors, including the following factors (not necessarily in order of relative importance) that the Kenvue board viewed as being generally positive or favorable in coming to its determination and recommendation: