Kimberly Clark (KMB) risk factors, FY2025 10-K

Kimberly Clark's FY2025 10-K, filed Feb 12, 2026, lists 29 risk factors. Against the prior year's 18: 14 new, 3 dropped, 3 substantially reworded.

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Risk factors listed
291 groups
New this year
14vs 18 last year
Dropped
3since the prior 10-K
Substantially reworded
3of those kept
Section length
8k wordsItem 1A

What the changes say

  • The risk profile is dominated by the pending merger with Kenvue, adding numerous transaction-related risks.

What changed since the prior 10-K

New

  • New

    Our engagement in business development activities, including acquisitions or divestitures of product lines or businesses, could impact our business, consolidated financial condition, results of operations or liquidity

    Engagement in business development activities such as acquisitions or divestitures could impact financial condition and operations.

  • New

    materials and their impact on environmental sustainability, the impact of health pandemics or other changes in consumer trends or habits. If we experience lower sales due to changes in consumer demand for our products, our earnings could decrease

    Inability to successfully anticipate consumer needs, fund innovations like artificial intelligence, and protect patents could lower product sales.

  • NewRisks Relating to the Pending Mergers with Kenvue

    K-C stockholders and Kenvue stockholders, in each case as of immediately prior to the mergers, will have reduced ownership in the combined company and less influence over management

    Issuing approximately 280 million shares for the Kenvue merger will dilute existing stockholders, who will own 54% of the combined company.

  • NewRisks Relating to the Pending Mergers with Kenvue

    The mergers may not be completed and the Merger Agreement may be terminated in accordance with its terms

    The mergers may not be completed if regulatory approvals or other closing conditions are not satisfied.

  • NewRisks Relating to the Pending Mergers with Kenvue

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

    Delays or failures in completing the Kenvue mergers could negatively impact business results and stock price.

  • NewRisks Relating to the Pending Mergers with Kenvue

    Litigation relating to the mergers could result in an injunction delaying or preventing the closing of the mergers and/or substantial costs or otherwise negatively affect our business and operations

    Stockholder complaints and litigation related to the mergers could result in injunctions, delays, and substantial defense costs.

  • NewRisks Relating to the Pending Mergers with Kenvue

    We will continue to incur substantial transaction-related costs in connection with the mergers

    Substantial financial advisory, legal, and severance costs are being incurred in connection with the Kenvue mergers.

  • NewRisks Relating to the Pending Mergers with Kenvue

    If the mergers are completed, 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 mergers, which could adversely affect the value of the common stock held by our stockholders

    The combined company may fail to realize projected operational synergies, cost savings, and expected benefits from the Kenvue mergers.

  • NewRisks Relating to the Pending Mergers with Kenvue

    The market price of our common stock will continue to fluctuate after the mergers

    The market price of common stock will continue to fluctuate significantly after the mergers.

  • NewRisks Relating to the Pending Mergers with Kenvue

    The market price of our common stock after the closing of the mergers may be affected by factors different from those that historically have affected or currently affect our common stock or Kenvue common stock

    Post-merger financial position and operations may be affected by factors different from those historically affecting Kimberly-Clark or Kenvue.

  • NewRisks Relating to the Pending Mergers with Kenvue

    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

    Failure to integrate Kimberly-Clark and Kenvue successfully within the expected timeframe may cause key employee losses and customer disruption.

  • NewRisks Relating to the Pending Mergers with Kenvue

    The mergers may result in a loss of customers, distributors, service providers, suppliers, vendors, joint venture participants and other business counterparties and may result in the termination of existing contracts

    The mergers may cause a loss of customers, suppliers, and distributors, or result in the termination of existing contracts.

  • NewRisks Relating to the Pending Mergers with Kenvue

    exchange offers, offers to purchase and/or consent solicitations, but no decisions with respect thereto have been made as of the issuance of these financial statements

  • NewRisks Relating to the Pending Mergers with Kenvue

    We may record goodwill and other intangible assets that could become impaired and result in material non-cash charges to our results of operations in the future

Dropped

  • Dropped

    We face various risks related to health epidemics, pandemics and similar outbreaks, which may have material adverse effects on our business, financial position, results of operations and cash flows

  • Dropped

    We may acquire or divest product lines or businesses, which could impact our results

  • Dropped

    implement tax and other policies that favor their domestic manufacturers at the expense of international manufacturers, including our company. These actions could have a significant negative effect on our pricing, market share and operating results in these markets

Reworded

  • 87% rewritten

    Failure of key technology systems, cyberattacks, privacy breaches or data breaches could have a material adverse effect on our business, financial condition, results of operations and reputation

    Trimmed specific descriptions of IT systems, removing explicit references to financial reporting and tax requirement systems.

  • 74% rewritten

    KIMBERLY-CLARK CORPORATION - 2025 Annual Report

    Added explicit mention of selling products directly online and through apps, along with potential breaches involving third-party service providers.

    Was: KIMBERLY-CLARK CORPORATION - 2024 Annual Report

  • 46% rewritten

    Intense competition for sales of our products, changes in consumer purchasing patterns and the inability to innovate or market our products effectively could have an adverse effect on our financial results

    Retained the core text regarding intense market competition and strategies against branded and private-label products.

All 29 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Significant increases in prices for raw materials, energy, transportation or other necessary supplies or services, without corresponding increases in our selling prices, could adversely affect our financial results
  2. 02Failure of key technology systems, cyberattacks, privacy breaches or data breaches could have a material adverse effect on our business, financial condition, results of operations and reputation87% rewritten
  3. 03KIMBERLY-CLARK CORPORATION - 2025 Annual Report74% rewritten
  4. 04Our international operations are subject to foreign market risks, including changes in foreign currency exchange rates, currency restrictions, political, social and economic instability, and the imposition of increased or new tariffs, which may adversely affect our financial results
  5. 05There is no guarantee that our ongoing efforts to reduce costs will be successful
  6. 06Our operations in Russia and the surrounding region are impacted by the war in Ukraine
  7. 07Damage to the reputation of Kimberly-Clark or to one or more of our brands could adversely affect our business
  8. 08Our inability to attract and retain key personnel could adversely impact our business
  9. 09Disruption in our supply chain or our manufacturing or distribution operations could adversely affect our business
  10. 10Our engagement in business development activities, including acquisitions or divestitures of product lines or businesses, could impact our business, consolidated financial condition, results of operations or liquidityNew
  11. 11Disruptions in the credit markets or changes to our credit ratings may adversely affect our business
  12. 12Climate change and other sustainability matters may adversely affect our business and operations
  13. 13Intense competition for sales of our products, changes in consumer purchasing patterns and the inability to innovate or market our products effectively could have an adverse effect on our financial results46% rewritten
  14. 14materials and their impact on environmental sustainability, the impact of health pandemics or other changes in consumer trends or habits. If we experience lower sales due to changes in consumer demand for our products, our earnings could decreaseNew
  15. 15Increasing dependence on key retailers and the emergence of new sales channels may adversely affect our business
  16. 16Government regulations and enforcement, and potential litigation, could have an adverse effect on our financial results
  17. 17New or revised tax regulations could have an adverse effect on our financial results

Risks Relating to the Pending Mergers with Kenvue

  1. 18K-C stockholders and Kenvue stockholders, in each case as of immediately prior to the mergers, will have reduced ownership in the combined company and less influence over managementNew
  2. 19The mergers may not be completed and the Merger Agreement may be terminated in accordance with its termsNew
  3. 20Failure to complete the mergers, or a delay in the closing of the mergers, could negatively impact our business, results of operations, financial condition and stock priceNew
  4. 21Litigation relating to the mergers could result in an injunction delaying or preventing the closing of the mergers and/or substantial costs or otherwise negatively affect our business and operationsNew
  5. 22We will continue to incur substantial transaction-related costs in connection with the mergersNew
  6. 23If the mergers are completed, 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 mergers, which could adversely affect the value of the common stock held by our stockholdersNew
  7. 24The market price of our common stock will continue to fluctuate after the mergersNew
  8. 25The market price of our common stock after the closing of the mergers may be affected by factors different from those that historically have affected or currently affect our common stock or Kenvue common stockNew
  9. 26The 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 companyNew
  10. 27The mergers may result in a loss of customers, distributors, service providers, suppliers, vendors, joint venture participants and other business counterparties and may result in the termination of existing contractsNew
  11. 28exchange offers, offers to purchase and/or consent solicitations, but no decisions with respect thereto have been made as of the issuance of these financial statementsNew
  12. 29We may record goodwill and other intangible assets that could become impaired and result in material non-cash charges to our results of operations in the futureNew

Other Kimberly Clark 10-Ks

  • FY2024 10-K risk factors
    18 risks

    International operations account for about half of net sales, with manufacturing facilities in 30 countries and significant exposure to emerging markets.

    Filed Feb 13, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.