Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors in Part I, Item 1A, “Risk Factors,” included in our Annual Report. The following factors are in addition to those set forth in the Annual Report. Unless otherwise defined herein, capitalized terms related to the proposed Transaction used in the following factors have the meanings ascribed to them in the Notes to the Condensed Consolidated Financial Statements included in this Form 10-Q.

The number of shares of K-C common stock issuable in the First Merger in respect of one share of our common stock is fixed and will not be adjusted. Because the market price of K-C common stock may fluctuate, our shareholders cannot be sure of the market value of the stock consideration they will receive in exchange for their shares in connection with the potential Transaction.

At the time the First Merger is completed, each issued and outstanding share of our common stock will be converted into the right to receive the Merger Consideration, which consists of 1) 0.14625 shares of K-C common stock and 2) $3.50 in cash. The exchange ratio is fixed and will not be adjusted to reflect stock price changes of either our common stock or K-C common stock prior to the closing of the First Merger. Accordingly, the market value of the stock consideration that our shareholders will receive in the First Merger will vary based on the price of K-C common stock at the time our shareholders receive the Merger Consideration, and our shareholders cannot be sure of the market value of the share component of the Merger Consideration they will receive upon completion of the First Merger. The market price of K-C common stock is expected to fluctuate from the date hereof through and after the date the Transaction is completed, which could occur a considerable amount of time after the date hereof. Changes in the price of K-C common stock may result from a variety of factors, including general market and economic conditions, changes in K-C’s and our businesses, operations and prospects, changes in market assessments of the likelihood that the Transaction will be completed and/or the value that may be generated by the Transaction, changes with respect to expectations regarding the timing of the Transaction and regulatory considerations. Many of these factors are beyond our and K-C’s control. In addition, the use of cash and incurrence of indebtedness by K-C in connection with the financing of the Transaction may have an adverse impact on K-C’s liquidity, limit K-C’s flexibility in responding to other business opportunities and increase K-C’s vulnerability to adverse economic and industry conditions, each of which could adversely affect the market price of K-C’s common stock prior to closing and that of the combined company following closing.

Failure to complete the Transaction, or a delay in the completion of the Transaction, could negatively impact our business, results of operations, financial condition, and stock price.

The Merger Agreement is subject to a number of conditions that must be fulfilled to complete the Transaction. Those conditions include, among others, the approval by Company shareholders of the Merger Agreement and approval by K-C stockholders of the issuance of K-C Common Stock as Merger Consideration, certain regulatory approvals, the absence of government restraints or prohibitions preventing the completion of the Transaction, the effectiveness of a registration statement to be filed by K-C, the approval of the stock portion of the Merger Consideration for listing on Nasdaq, the continued accuracy of the representations and warranties by both parties, and the performance in all material respects by both parties of their obligations under the Merger Agreement. A number of the conditions are not within our control, and may prevent, delay, or otherwise materially adversely affect the completion of the Transaction. We cannot predict with certainty whether and when any of the required closing conditions will be satisfied or if another uncertainty may arise and cannot assure you that we will be able to timely consummate the Transaction as currently contemplated under the Merger Agreement or at all. Our business, results of operations, financial condition, or stock price could be adversely affected, potentially in a material way, by the failure to complete the Transaction, or by a delay in the completion of the Transaction, and we may suffer consequences that could adversely affect our business, results of operations, financial condition, and stock price, including the following:

• we may not realize any or all of the potential benefits of the Transaction, including any synergies that could result from combining our financial and business resources with those of K-C;

• we could be required to pay a termination fee of $1,136 million if the Merger Agreement is terminated in certain circumstances;

• matters relating to the Transaction will require substantial commitments of time and resources by our management which would otherwise have been devoted to day-to-day operations and other opportunities that may have been beneficial to us as an independent company;

• we have incurred and will incur further substantial expenses in connection with the Transaction, including legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, and other costs relating to the Transaction regardless of whether the Transaction is consummated;

• we may be subject to legal proceedings related to the potential delay of, or failure to consummate, the Transaction;

• we may experience disruptions to our business resulting from the announcement and pendency of the Transaction, including adverse changes in our relationships with, or loss of, our customers, business partners and employees, which may not be reversible and may continue or even intensify in the event the Transaction is delayed or not consummated;

• under the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Transaction, which restrictions could adversely affect our ability to conduct our business as we otherwise would have done if we were not subject to these restrictions;

• we may experience negative reactions to the Transaction from the financial markets, including negative impacts on the market price of our common stock; and

• if the Transaction is not consummated, we may suffer from negative publicity and a negative impression of us in the investment community and a failure to close the Transaction may have a negative impact on the market price of our common stock.

Uncertainties associated with the Transaction may cause a loss of management and other key employees at either of the Company or K-C, which could adversely affect the future business and operations of the combined company following the Transaction.

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

Current holders of our common stock will have a significantly reduced ownership and voting interest in the combined company after the Transaction and will therefore have less voting influence over the combined company.

In the Transaction, each of our shareholders will become a holder of common stock of the combined company. Upon completion of the Transaction, current Company stockholders are expected to own approximately 46% and current K-C stockholders are expected to own approximately 54% of the combined company on a fully diluted basis. As a result, the Company’s current shareholders will have less voting influence on the combined company and may have less influence on its management and policies than they now have over the Company.

Litigation against us or K-C, or the members of our or K-C’s board of directors, could prevent or delay the completion of the Transaction.

Our shareholders or K-C’s shareholders may file lawsuits against us, K-C, and/or the board of directors of either company in connection with the Transaction. These legal proceedings could delay or prevent the Transaction from being completed in a timely manner. The existence of litigation related to the Transaction could affect the likelihood of obtaining the required regulatory and stockholder approvals. Moreover, any litigation could be time-consuming and expensive and could divert our and K-C’s management’s attention away from their regular business and their focus on successful integration planning for the two companies. Any lawsuit adversely resolved against us, K-C or members of our respective boards of directors could have a material adverse effect on each company’s business, financial condition and results of operations.

The Merger Agreement limits our ability to pursue alternatives to the Transaction and may discourage other companies from trying to acquire us.

The Merger Agreement contains “no shop” covenants that restrict our ability to, directly or indirectly, among other things, solicit proposals relating to any alternative business combination or acquisition transactions and, subject to certain exceptions, enter into any discussions concerning, or provide confidential information in connection with, any such alternative business combination or acquisition transactions. These provisions, which include a $1,136 million termination fee payable under certain circumstances, may discourage a potential third-party acquirer that might have an interest in acquiring all or a significant part of the Company from considering or making such an acquisition proposal.

The need for regulatory approvals may delay the date of completion of the Transaction or may diminish the benefits of the Transaction.

The parties to the Merger Agreement are required to obtain the approvals of certain regulatory agencies before completing the Transaction. Satisfying any requirements of these regulatory agencies may delay the date of completion of the Transaction. The requisite regulatory approvals may not be received on a timely basis, or at all (in which case the Transaction could not be completed), or may contain conditions or restrictions on completion of the Transaction that cannot be satisfied. In addition, any conditions or restrictions imposed could have the effect of imposing additional costs on or limiting the revenues of the combined company following the Transaction, which might have an adverse effect on the combined company following the Transaction. Further, it is possible that, among other things, restrictions on the combined operations of the two companies, including divestitures, may be sought by governmental agencies as a condition to obtaining the required regulatory approvals. This may diminish the benefits of the Transaction to the combined company or otherwise have an adverse effect on the combined company following the Transaction.

If the Transaction is consummated, the combined company may not perform as we or the market expects and may fail to realize the projected benefits and cost savings of the Transaction, which could adversely affect the value of K-C common stock, which our current shareholders will own following the completion of the Transaction.

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

• the integration process will require significant time and focus from management following the Transaction and may, for the combined company, result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures, and policies;

• it is possible that key employees might decide not to remain with the combined company after the Transaction is completed, and the loss of key personnel could have a material adverse effect on the resulting entity’s results of operations, financial condition, and growth prospects;

• the results of operations of the combined company and the market price of the combined company’s common stock after the completion of the Transaction may be affected by factors different from those currently affecting the independent results of operations of each of the Company and K-C;

• there could be potential unknown liabilities and unforeseen expenses associated with the Transaction that were not discovered in the course of performing due diligence; and

• the issuance of shares of the K-C Common Stock in the Transaction could depress the market price for the combined company’s common stock.

In addition, in connection with the proposed Transaction, K-C is expected to incur significant additional indebtedness to finance the Cash Consideration and pay fees and expenses relating the proposed Transaction. This increased indebtedness will reduce the amount of cash flow available to service K-C’s debt, including any of our debt assumed by K-C in connection with the proposed Transaction, in future periods. If the combined company’s cash flows and capital resources are insufficient to fund debt service obligations, it could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance its indebtedness.

If the Transaction were to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), the Company’s shareholders may be required to pay additional U.S. federal income taxes.

The Transaction is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the Company and K-C intend to report the Transaction consistent with such qualification. However, the closing is not conditioned upon the receipt of an opinion of counsel or a ruling from the Internal Revenue Service (“IRS”) that the Transaction will so qualify, and neither K-C nor the Company intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the Transaction. Consequently, no assurance can be given that the Transaction will so qualify, that the IRS will not challenge such qualification, or that a court would not sustain such a challenge. If the Transaction were to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a holder of the Company’s common stock generally would recognize gain or loss for U.S. federal income tax purposes upon the exchange of the Company’s common stock for K-C common stock in the Transaction. This would be in addition to income with respect to the Cash Consideration, which generally would constitute taxable income to a holder of the Company’s common stock in an amount equal to the lesser of the amount of such cash and the holder’s realized gain in its K-C common stock if the Transaction qualified as a “reorganization” within the meaning of Section 368(a) of the Code.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of equity securities by the Company during the fiscal nine months ended September 28, 2025.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During the fiscal three months ended October 1, 2023, our Board authorized a share repurchase program, under which we are authorized to repurchase up to 27,000,000 shares of our outstanding common stock in open market or privately negotiated transactions. The program has no expiration date and may be suspended or discontinued at any time. The intent of this repurchase program is to offset dilution from the vesting or exercise of equity-based awards under the Kenvue 2023 Plan (as defined in Note 7, “Stock-Based Compensation,” to the Condensed Consolidated Financial Statements included herein).

The following table represents our purchases of common stock during the fiscal three months ended September 28, 2025: