Church & Dwight (CHD) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
All filing items812 rewritten485 added282 removed1,803 unchanged
Summary
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- Item 1A headings could not be compared: the parser did not find an Item 1A in both filings.
- Sentence by sentence, 485 added, 282 removed, 812 rewritten and 1,803 unchanged across 6 items that differ.
Sentences by item
6 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged |
|---|---|---|---|---|
| Cover and table of contents | 95 | 53 | 170 | 601 |
| Item 1C. CYBERSECURITY | 4 | 1 | 7 | 41 |
| Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 10 | 8 | 7 | 13 |
| Item 6. RESERVED | 361 | 198 | 540 | 999 |
| Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 5 | 12 | 58 | 110 |
| Item 16. FORM 10-K SUMMARY | 10 | 10 | 30 | 39 |
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Cover and table of contents
170 rewritten, 95 added, 53 removed, 601 unchanged
For the fiscal year ended December 31, [removed: 2024][added: 2025]
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, [removed: 2024] [added: 2025] (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $24.7] [added: $22.9] billion.
The aggregate market value is based on the closing price of such stock on the New York Stock Exchange on June 30, [removed: 2024.][added: 2025.]
As of February [removed: 10, 2025,] [added: 9, 2026,] there were [removed: 245,969,881] [added: 236,694,241] shares of Common Stock outstanding.
Certain provisions of the registrant’s definitive proxy statement to be filed not later than April 30, [removed: 2024] [added: 2026] are incorporated by reference in Items 10 through 14 of Part III of this Annual Report on Form 10‑K (this “Annual Report”).
This Annual Report contains forward-looking statements, including, among others, statements relating to net sales and earnings growth; [added: the impact of the Touchland acquisition; the impact of tariffs; the intended benefits of the exploration of strategic alternatives for certain of our businesses;] gross margin changes; trade and marketing spending; marketing expense as a percentage of net sales; sufficiency of cash flows from operations; earnings per share; the impact of new accounting pronouncements; cost savings programs; recessionary conditions; interest rates; inflation; consumer demand and spending; the effects of competition; the effect of product mix; volume growth, including the effects of new product launches into new and existing categories; the [removed: decline of condom usage; the Company’s hedge programs; the] impact of [removed: foreign exchange, and commodity price fluctuations; impairments and other charges; the Company’s investments in joint ventures; the impact of acquisitions and divestitures; capital expenditures; the Company’s effective tax rate; the impact of tax audits; tax changes; the effect of the credit environment on the Company’s liquidity and capital resources; the Company’s fixed rate debt; compliance with covenants under the Company’s debt instruments; the Company’s commercial paper program; the Company’s current] [added: acquisitions;] and [removed: anticipated future borrowing capacity to meet] capital [removed: expenditure program costs; the Company’s share repurchase programs; payment of dividends; environmental and regulatory matters; the availability and adequacy of raw materials, including trona reserves and the conversion of such reserves; and the customers and consumer acceptance of certain ingredients in our products.][added: expenditures.]
Other forward-looking statements in this report [removed: are generally] [added: may be] identified by the use of such terms as “may,” “could,” “expect,” “intend,” “believe,” “plan,” “estimate,” “forecast,” “project,” “anticipate,” “to be,” “to make” or other comparable terms.
Factors that could cause such differences include a decline in market growth, retailer distribution and consumer demand (as a result of, among other things, political, economic and marketplace conditions and events), including those relating to the outbreak of contagious diseases; the impact of new regulations and legislation and change in regulatory [removed: priorities of the new U.S. presidential administration; transition to, and] [added: priorities;] shifting economic policies in the United States; potential changes in export/import and trade laws, regulations and policies of the United States and other countries, including any increased trade restrictions or tariffs; increased or changing regulation regarding the Company’s products and its suppliers in the United States and other countries where it or its suppliers operate; the impact on the global economy of the Russia/Ukraine war [removed: or increased conflict] [added: and conflicts] in the Middle East, including the impact of export controls and other economic sanctions; potential recessionary conditions or economic uncertainty; the impact of continued shifts in consumer behavior, including accelerating shifts to on-line shopping; unanticipated increases in raw material and energy prices, including as a result of the Russia/Ukraine war [removed: or conflict] [added: and conflicts] in the Middle [removed: East;] [added: East or other inflationary pressures;] delays and increased costs in manufacturing and distribution; increases in transportation costs; labor shortages; the impact of price increases for our products; the impact of inflationary conditions; the impact of supply chain and labor disruptions; the impact of severe [added: or inclement] weather on raw material and transportation costs; adverse developments affecting the financial condition of major customers and suppliers; competition; changes in marketing and promotional spending; growth or declines in various product categories and the impact of customer actions in response to changes in consumer demand and the economy, including increasing shelf space or on-line share of private label and retailer-branded products or other changes in the retail environment; [added: impairment charges or other negative impacts to the value of the Company’s assets;] consumer and competitor reaction to, and customer acceptance of, new product introductions and features; [added: our ability to complete] the [added: announced strategic alternatives for certain of our businesses and realize the intended benefits; the risk that the announcement of strategic alternatives could have an adverse effect on the Company; the] Company’s ability to maintain product quality and characteristics at a level acceptable to our customers and consumers; disruptions in the banking system and financial markets; the Company’s borrowing capacity and ability to finance its operations and potential acquisitions; higher interest rates; foreign currency exchange rate fluctuations; market volatility; issues relating to the Company’s information technology and controls; the impact of natural disasters, including those related to climate change, on the Company and its customers and suppliers, including third party information technology service providers; integrations of acquisitions or divestiture of assets; the outcome of contingencies, including litigation, pending regulatory proceedings and environmental matters; and changes in the regulatory environment in the countries where we do business.
You are advised, however, to consult any further disclosures the Company makes on related subjects in its filings with the United States Securities and Exchange [removed: Commission (the “Commission”).][added: Commission.]
| 5. | [Market for the Registrant's Common Equity, Related Stockholder [removed: Matters,] [added: Matters] and Issuer Purchases of Equity Securities](#item_5_market_for) | | 33 |
| 9. | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#item_9_changes_in) | | [removed: 87] [added: 89] |
| 9A. | [Controls and Procedures](#item_9_acontrols_and_procedures) | | [removed: 87] [added: 89] |
| 9B. | [Other Information](#item_9b_other_information) | | [removed: 87] [added: 89] |
| 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_disclosure_regarding_foreign) | | [removed: 87] [added: 89] |
| 10. | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive) | | [removed: 88] [added: 90] |
| 11. | [Executive Compensation](#item_11_executive_compensation) | | [removed: 88] [added: 90] |
| 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership) | | [removed: 88] [added: 90] |
| 13. | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships) | | [removed: 88] [added: 90] |
| 14. | [Principal Accounting Fees and Services](#item_14_principal_accounting_fees) | | [removed: 88] [added: 90] |
| 15. | [Exhibits, Financial Statement Schedule](#item_15_exhibits_financial_statement) | | [removed: 89] [added: 91] |
| 16. | [Form 10-K Summary](#item_16_10k_summary) | | [removed: 93] [added: 95] |
Our well-recognized brands include ARM & HAMMER® baking soda, cat litter, laundry detergent, carpet deodorizer and other baking soda-based products; OXICLEAN® stain removers, cleaning solutions, laundry detergents and bleach alternatives; [removed: VITAFUSION® and L’IL CRITTERS® gummy dietary supplements for adults and children, respectively;] BATISTE® dry shampoo; WATERPIK® water [removed: flossers and showerheads;] [added: flossers;] THERABREATH® oral care products; HERO® acne treatment products; [added: TOUCHLAND® hand sanitizers;] TROJAN® condoms, lubricants and vibrators; [removed: SPINBRUSH® battery-operated toothbrushes;] FIRST RESPONSE® home pregnancy and ovulation test kits; NAIR® depilatories; ORAJEL® oral analgesic; XTRA® laundry detergent; and ZICAM® cold shortening and relief products.
Those seven brands are ARM & HAMMER®; OXICLEAN®; [removed: VITAFUSION® and L’IL CRITTERS®;] BATISTE®; WATERPIK®; THERABREATH®; [removed: and] HERO® and [added: TOUCHLAND® and] represent approximately 70% of our net sales and profits.
Refer to Note [removed: 17] [added: 18] to the consolidated financial statements included in this Annual Report and the discussion in “Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations” for information concerning the results of each of our segments.
All domestic brand “rankings” contained in this Annual Report are based on dollar share rankings from Information Resources, Inc. (“IRI”) Total US – Multi Outlet [removed: ("MULO")] [added: (“MULO”)] for the period ending December [removed: 29, 2024.][added: 28, 2025.]
In [removed: 2024,] [added: 2025,] household products constituted approximately [removed: 55%] [added: 54%] of our Consumer Domestic sales and approximately [removed: 42%] [added: 41%] of our consolidated net sales.
In [removed: 2024,] [added: 2025,] personal care products constituted approximately [removed: 45%] [added: 46%] of our Consumer Domestic sales and approximately [removed: 35%] [added: 36%] of our consolidated net sales.
We have expanded our personal care business through the acquisition of antiperspirants, oral care products, including mouthwash, depilatories, reproductive health products, oral analgesics, nasal saline moisturizers, cold shortening and relief, acne treatment, and [removed: dietary supplements] [added: hand sanitizers] under a variety of other leading brand names.
Our other personal care products include antiperspirants and deodorants under the ARRID® and ARM & HAMMER® brands, [removed: battery-operated toothbrushes under the SPINBRUSH® brand,] condoms under the TROJAN® brand (the number one condom brand in the U.S.), water flossers [removed: and showerheads] under the WATERPIK® brand (the number one water flosser brand in the U.S.), home pregnancy test kits under the FIRST RESPONSE® brand (the number two pregnancy test kit brand in the U.S.), hair-removal products under the NAIR® brand (the number one depilatory in the U.S.), oral analgesics and oral care products under the ORAJEL® brand (the number one oral care pain relief in the U.S.), [removed: children’s gummy dietary supplements under the L’IL CRITTERS® brand and adult gummy dietary supplements under the VITAFUSION® brand (the number three gummy supplement brand in the U.S.),] cold shortening and relief products under the ZICAM® brand (the number one cold shortening brand in the U.S. ), a growing number of dry shampoo products under the BATISTE® brand (the world's number one dry shampoo brand), VIVISCAL® (the number two leading supplement for thinning hair in the U.S), TOPPIK® hair fiber brands (the number one leading brand of hair fiber cosmetics for thinning hair in the U.S.), oral care products under the THERABREATH® brand (the number one alcohol free mouthwash in the U.S.), nasal saline moisturizers and solutions under the SIMPLY SALINE® brand, [removed: and] the HERO® acne treatment products brands (the number one acne and acne patch brand in the [added: U.S.), and hand sanitizers under the TOUCHLAND® brand (the number one hand sanitizer brand in the] U.S.).
We also export to over [removed: 130 markets] [added: 100 countries] around the [removed: world, including China and Korea,] [added: world] through our global markets group (the “Global Markets Group” or “GMG”) using a broad network of third-party distributors.
Total Consumer International net sales represented approximately 18% of our consolidated net sales in [removed: 2024.][added: 2025.]
Net sales of Consumer International originating in Europe, Canada, Australia and Mexico accounted for [removed: 30%,] 24%, [added: 23%,] 7% and 8%, respectively, of our [removed: 2024] [added: 2025] international net sales in this segment.
Some of our U.S. power brands such as ARM & [removed: HAMMER, BATISTE, HERO, THERABREATH, OXICLEAN, VITAFUSION and L’IL CRITTERS,] [added: HAMMER®, BATISTE®, HERO®, THERABREATH®, OXICLEAN®, TOUCHLAND®] and [removed: WATERPIK] [added: WATERPIK®] are distributed in many of our international markets.
In addition, we also export unique brands such as STERIMAR® and FEMFRESH® out of the United [removed: Kingdom as well as our FINISHING TOUCH FLAWLESS brand, to many countries around the world.][added: Kingdom.]
We also market the CURASH® line of [removed: babycare] [added: baby care] products in Australia, and GRAVOL® anti-nauseant and [removed: RUB-A535] [added: RUB-A535®] topical analgesic in Canada and other international markets.
We also sell [removed: WATERPIK] [added: WATERPIK®] water flossers [removed: and showerheads] in Australia, Canada, Germany, France, the United Kingdom, Mexico and in other international markets.
Our SPD segment focuses on sales to businesses and participates in three product areas: Animal Nutrition, Specialty Chemicals and Commercial & Professional, and accounted for approximately 5% of our consolidated net sales in [removed: 2024.][added: 2025.]
Since the ARM & [removed: HAMMER] [added: HAMMER®] Animal Nutrition business began in 1972, with its launch of ARM & [removed: HAMMER] [added: HAMMER®] baking soda as a feed additive to help dairy cows produce more milk, we have built a leading portfolio of nutritional supplements designed to help improve the health and [added: productivity of dairy cows.]
We and Occidental Chemical Corporation are equal partners in a joint venture, Armand Products [removed: Company,] [added: Company (“Armand”),] which manufactures and markets potassium carbonate and potassium bicarbonate for sale in domestic and international markets.
Armand also manufactures a potassium carbonate-based animal feed additive for sale by us in the dairy industry, described above under “Animal [removed: and Food Production] [added: Nutrition] Products.” Armand’s results are included in our [removed: Corporate] [added: equity in earnings of affiliates which is not reflected in a reportable] segment.
# PART I
Prior to the sale of our VITAFUSION® and L'IL CRITTERS® (“VMS”) business at the end of 2025, we included VMS as an eighth “power brand.”
The VMS business which was divested on December 31, 2025 is included in all values and statements, unless otherwise noted.
On July 16, 2025, the Company completed the acquisition of Touchland Holding Corp (“Touchland”), the developer of TOUCHLAND® hand sanitizer products (the “Touchland Acquisition”).
The Company paid $656.0 million, net of cash acquired, at closing and entered an agreement to pay an additional amount based on 2025 net sales thresholds which will result in a cash payment of $159.0 million to be paid in the first half of 2026.
In addition, the Company granted rights to Touchland’s founder to receive shares of our common stock valued at $50.0 million, with 50% of such shares vesting at each of the first-and-second year anniversaries of the closing.
The value of common stock received by Touchland's founder will be recognized as compensation expense ratably over the two-year vesting period if the individual continues to be employed by the Company.
Payment of a $5.0 million portion of the purchase price was deferred related to certain indemnification obligations provided by Touchland’s equity holders, which amount, to the extent not used in satisfaction of such indemnity obligations, is payable three years from the closing.
The Touchland Acquisition was financed with cash on hand and is managed in the Consumer Domestic and Consumer International segments.
Touchland’s annual net sales for the year ended December 31, 2024 were approximately $115.0 million.
*Divestitures and Business Exits*
On May 1, 2025, we announced that we would exit the Flawless, Spinbrush and Waterpik showerhead businesses, which we exited by the end of 2025.
These businesses generated approximately $118.0 million of annual Net Sales in 2025.
As a direct result of these actions, we recorded a pre-tax charge of $45.6 million (post-tax of $34.5 million) in 2025, of which $25.0 million was recorded in Cost of Sales and $20.6 million was recorded in SG&A.
The charge was recorded in the second quarter within the Consumer Domestic segment and was comprised of non-cash charges related to impairments of intangible and fixed assets, as well as charges related to inventory valuation.
A reduction to the second-quarter charge was recorded in the fourth quarter, reflecting final costs to exit the Spinbrush business.
On December 9, 2025, the Company announced a definitive agreement to sell the VitaFusion and L’il Critters brands to Piping Rock Health Products, Inc. The sale was completed on December 31, 2025, and included the VitaFusion and L’il Critters brands, relevant trademarks and licenses, and Church & Dwight's former manufacturing and distribution facilities in Vancouver and Ridgefield, Washington.
The VMS brands represented less than 5% of our 2025 net sales.
As a result of this transaction, we incurred a one-time, pre-tax charge of $58.5 million (post-tax of $45.6 million) in the fourth quarter of 2025 which is included in Other income (expense), net in the Consolidated Statements of Income.
The decision to reposition our portfolio with these business exits enables us to devote greater focus to our portfolio’s faster growing value and premium product lines.
Regulatory action
Our global sustainability strategy is derived from our heritage and organizational values.
We
The Governance, Nominating & Corporate Responsibility Committee focuses on governance, brands, products, packaging, responsible sourcing, environmental, and all other areas of our Sustainability Program not otherwise overseen by the Compensation & Human Capital Committee and the Audit Committee.
Our Compensation & Human Capital Committee focuses on issues related to our people.
Our Audit Committee oversees our compliance and ethics program.
Our Compensation & Human Capital Committee and Board also review the results of our periodic employee engagement surveys and has oversight over our planned response strategy.
Further, consumer preferences continue to evolve due to a number of factors, including fragmentation of the consumer market and changes in consumer demographics, including the aging of the general population and the emergence of Generation Z and Generation Alpha who have different spending, consumption and purchasing habits and are increasingly shifting to “private label” products and new nontraditional brands rather than maintaining allegiance to historical brands; evolving consumer concerns or perceptions regarding sustainability practices of manufacturers, including the environmental impacts of products and the sourcing and sustainability of, packaging materials, such as plastic
We believe that inflation drove a decline in consumer spending for our Waterpik brand, as a growing number of water flosser consumers switched to competitors' value-branded products.
We may be unable to successfully identify, finance, complete and integrate future strategic acquisitions, or successfully complete or realize the anticipated benefits of strategic divestitures.
In addition, acquisitions and investments entail various risks, including the difficulty of entering new markets, product categories, or business models, the challenges of integrating the operations and personnel of the acquired
To the extent that the economic benefits associated with an acquisition or investment diminish in the future we may be required to record impairments of intangible assets.
In addition, if the performance of an acquired company or business is less robust than expected, the Company has in the past recorded, and may, in the future, be required to record, impairments of intangible assets.
Any impairment charges could adversely affect the Company's financial condition, margins and results of operations.
In 2025, we exited from the Flawless, Spinbrush, Waterpik showerhead businesses and divested of our VMS business.
We completed the sale of our VMS business at the end of 2025.
When we undertake to divest assets or a business, we may encounter difficulty finding buyers or executing alternative exit strategies, which could impact the achievement of our strategic objectives.
We could also fail to obtain necessary regulatory approval or incur unexpected or higher costs or charges than planned and could experience unanticipated impacts to our business, any of which could have a negative impact on our results of operations.
Investments in our facilities and operations, including investments in new facilities, equipment, technologies and digital transformation, may result in periods of decreased production or increased costs and such investments may not achieve the intended financial benefits.
We incur significant costs on an ongoing basis to upgrade and maintain various facilities, equipment, or technologies, including data management, improved equipment, and artificial intelligence to upgrade our operations and increase productivity.
PART I
On June 3, 2024, the Company acquired substantially all of the issued and outstanding shares of capital stock of Graphico, Inc. (“Graphico”), a Japan-based distributor focused on consumer goods primarily in the Japanese market (the “Graphico Acquisition”).
The Company paid $19.9 million, net of cash acquired, at closing.
The Company acquired the remaining minority shares for approximately $2.0 million in July 2024.
productivity of dairy cows.
During the first quarter of 2024, we exited the MEGALAC supplement portion of our Animal Nutrition business.
Net sales of the MEGALAC business for the years ended December 31, 2024 and 2023 were $7.6 million and $38.1 million, respectively.
During the second quarter of 2024, we sold our Passport food safety business, Passport Food Safety Solutions, Inc. Net sales of the Passport business for the years ended December 31, 2024 and 2023 were $6.4 million and $13.0 million, respectively.
We and Safety-Kleen Systems, Inc. (“Safety-Kleen”) were equal partners in a joint venture, ARMAKLEEN®, which has built a specialty cleaning products business based on our technology and Safety-Kleen’s sales and distribution organization.
In October 2024, we sold our 50% interest in The ArmaKleen Company to Safety-Kleen.
The transaction was not material to the Company’s results of operations or cash flows.
unapproved new drugs and can be forced from the market.
of our facilities.
In their everyday work, employees embody our commitments to integrity, quality, and innovation, and in doing so, directly contribute to our long-standing character and reputation.
We are committed to transparency and accountability that will drive continuous progress.
As part of our commitment to transparency and accountability, we publish workplace demographics of our employees in our Sustainability Reports.
In addition to competition across all our product categories, there continues to be significant product competition in the gummy dietary supplement category, which has grown from about 10 competitors a decade ago to more than 60 competitors of significance in recent years, contributing, together with supply chain challenges that resulted in increased shelf space and/ or display for certain of our competitors, to an impairment in our VMS business in the third quarter of 2024.
Further, consumer preferences continue to evolve due to a number of factors, including fragmentation of the consumer market and changes in consumer
service levels or real or perceived product quality or appearance issues.
In addition, our Specialty Products business has been and may continue to be negatively impacted by the entrance of new foreign competition in the United States dairy market.
We expect that low-priced imports will continue to enter the market.
During the first quarter of 2024, due to declining sales, we exited the MEGALAC supplement portion of our Animal Nutrition business within our Specialty Products Division segment and during the second quarter of 2024, we sold our food safety business, Passport Food Safety Solutions, Inc. During the fourth quarter of 2024, our 50% interest in The ArmaKleen Company was sold to our joint venture partner.
We believe that inflation is continuing to drive a decline in consumer spending for our most discretionary brands, Waterpik and Flawless, as consumers reduce spending in these categories and shift to lower cost alternatives.
Most notably, a growing number of water flosser consumers are continuing to switch to competitors' value-branded products.
Moreover, in our vitamin business, we are experiencing significant product competition coming from new category entrants, including private label, which contributed to the previously announced impairment in our VMS business.
In addition, our Specialty Products business has been negatively impacted by the return of foreign competition in the United States dairy market.
We have pursued and may continue to pursue strategic acquisitions and divestitures.
Adverse economic conditions continue to impact a portion of our businesses.
We believe that inflation and recessionary concerns are continuing to drive a decline in consumer spending for our most discretionary brands, Waterpik and Flawless, as consumers reduce spending in these categories and shift to lower cost alternatives.
Moreover, in our vitamin business, we are experiencing significant product competition coming from new category entrants, including private label that resulted in increased shelf space and/ or display for certain of our competitors.
Overall, we have continued to experience increased online sales.
During the third quarter of 2024, the Company continued to experience a decline in market share and a deterioration in the financial performance for its Vitamins, Minerals and Supplements (“VMS”) business, which includes the VITAFUSION and L’IL CRITTERS trade names, primarily due to significant product competition coming from new category entrants, including private label, and supply chain challenges that resulted in increased shelf space and/ or display for certain of our competitors.
The continued decline in profitability caused management to reassess its long-term strategy and financial outlook of the business.
The revised financial outlook reflects lower estimates of future sales growth and cash flows which resulted in a triggering event in the third quarter.
The triggering event required the Company to review the carrying value of long-lived assets supporting the business in connection with the preparation of the Company’s financial statements, resulting in impairment charges of $357.1 in the quarter ended September 30, 2024.
The revised financial outlook reflects lower estimates of future sales growth and cash flows resulting in a triggering event which required the Company to review the carrying value of long-lived assets supporting the business and resulted in impairment charges as discussed in more detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.
Our efforts to mitigate our impacts on climate change, and to eliminate chemicals of concern and otherwise reduce or mitigate adverse effects on the environment, may also continue to be scrutinized.
publicity, which could damage our reputation, reduce consumer demand and devalue our brand equity.
These privacy and security laws and regulations change frequently, and new legislation continues to be introduced, with over a dozen U.S. states having adopted comprehensive privacy laws.
For example, the CCPA requires new disclosures to California consumers, gives California consumers new rights with respect to their data, and permits California consumers to opt-out of certain sales of personal information.
An excerpt. Shown here: 40 of 170 rewritten, 40 of 95 added and 40 of 53 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2025 filing and the FY2024 filing.
Item 1C. CYBERSECURITY
7 rewritten, 4 added, 1 removed, 41 unchanged
Our cybersecurity incident response plan is part of our overall Information Security Program, which is led by the Company’s Vice President, Global Chief Information Security Officer [removed: ("CISO")] [added: (“CISO”)] and overseen by the Company’s Executive Vice President, [removed: Global] Chief [removed: Information] [added: Technology & Analytics] Officer, and is designed to protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the care of, the Company, and the Company’s ability to operate.
cybersecurity [added: information security] awareness training [removed: of our employees and contractors, incident response personnel,] [added: that all employees, including the Executive Leadership Team] and [removed: senior management] [added: independent contractors who have a Church & Dwight email address participate in annually,] to help them better understand the issues and risks relative to cybersecurity, as well as data privacy (for our [removed: employees);][added: employees).]
[added: The Audit Committee oversees management’s implementation of our cybersecurity risk] management program, including reviewing risk assessments from management with respect to our information technology systems and procedures, and overseeing our cybersecurity risk management processes.
The Audit Committee, which is tasked with oversight of certain risk issues, including cybersecurity, receives reports from the Executive Vice President, [removed: Global] Chief [removed: Information] [added: Technology & Analytics] Officer and the Vice President, Chief Information Security Officer each quarter.
In addition, management will update the Audit Committee, as necessary, regarding cybersecurity [removed: incidents,] [added: incidents] that we may experience.
Our management team, including our [removed: Global] [added: Executive Vice President,] Chief [removed: Information] [added: Technology & Analytics] Officer, is responsible for assessing and managing our material risks from cybersecurity threats.
We own or lease manufacturing facilities, warehouses and other offices in 16 different U.S. states and [removed: 12] [added: 10] different countries outside of the U.S. Many of our domestic and international sites manufacture and distribute products for multiple segments of our business.
We have also conducted training programs for our Board of Directors to enhance Directors’ literacy on information security issues;
We have not experienced any material cybersecurity events or incidents.
Although third party service providers that we engage have encountered cybersecurity events or incidents during the year ended December 31, 2025, our investigation of each event or incident concluded that these occurrences have not resulted in a material impact on our systems, computing environments, customers, or data.
We follow our cybersecurity incident response plan, to monitor for threats when a third-party we use experience a cyberattack.
The Audit Committee oversees management’s implementation of our cybersecurity risk
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
7 rewritten, 10 added, 8 removed, 13 unchanged
Approximate number of record holders of our Common Stock as of December 31, [removed: 2024: 1,600.][added: 2025: 1,500.]
The returns are indexed to a value of $100 at December 31, [removed: 2019.][added: 2020.]
[removed: ][added: ]
| Company / Index | | | [removed: 2019 | | |] 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | [added: | 2025 | |]
[removed: The following table contains information for shares repurchased during the fourth quarter of 2024, which was solely due to] [added: (1) Includes] shares of Common Stock withheld by the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock.
[removed: As a result of the Company’s stock repurchases, there] [added: There] remains [removed: $658.9] [added: $228.9] of share repurchase availability under the 2021 Share Repurchase Program as of December 31, [removed: 2024.][added: 2025.]
| Period | | Total Number of Shares [removed: Purchased] [added: Purchased(1)] | | | | Average Price Paid per Share | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under All Programs | | |
| ■ Church & Dwight Co., Inc. | | | 100.00 | | | 118.88 | | | 94.60 | | | 112.31 | | | 125.74 | | | 101.96 | |
| ■ S&P 500 Index | | | 100.00 | | | 128.68 | | | 105.35 | | | 133.02 | | | 166.27 | | | 195.96 | |
| ■ S&P 500 Household Products Index | | | 100.00 | | | 115.24 | | | 108.42 | | | 108.56 | | | 126.44 | | | 108.96 | |
On October 28, 2021, the Board authorized the Company’s share repurchase program, under which the Company may repurchase up to $1,000.0 in shares of Common Stock (the “2021 Share Repurchase Program”).
During the fourth quarter of 2025, the Company executed open market purchases of 3.6 million shares for $300.0, inclusive of fees, of which all 3.6 shares were purchased under the 2021 Share Repurchase Program.
The shares were purchased at an average share price of $83.59 and the Company used cash on hand to fund the open market purchases.
| 10/1/2025 to 10/31/2025 | | | \- | | | $ | \- | | | | \- | | | $ | 528,905,959 | |
| 11/1/2025 to 11/30/2025 | | | 1,831,267 | | | | 83.54 | | | | 1,831,267 | | | $ | 375,905,959 | |
| 12/1/2025 to 12/31/2025 | | | 1,759,980 | | | | 83.63 | | | | 1,757,860 | | | $ | 228,905,959 | |
| Total | | | 3,591,247 | | | $ | 83.59 | | | | 3,589,127 | | | | | |
| ■ Church & Dwight Co., Inc. | | | 100.00 | | | 125.48 | | | 149.16 | | | 118.71 | | | 140.92 | | | 157.77 | |
| ■ S&P 500 Index | | | 100.00 | | | 118.39 | | | 152.34 | | | 124.72 | | | 157.47 | | | 196.84 | |
| ■ S&P 500 Household Products Index | | | 100.00 | | | 115.77 | | | 133.41 | | | 125.51 | | | 125.67 | | | 146.37 | |
During the fourth quarter of 2024 the Company did not repurchase any shares of Common Stock pursuant to its share repurchase programs.
| 10/1/2024 to 10/31/2024 | | | \- | | | $ | \- | | | | \- | | | $ | 658,905,959 | |
| 11/1/2024 to 11/30/2024 | | | \- | | | | \- | | | | \- | | | $ | 658,905,959 | |
| 12/1/2024 to 12/31/2024 | | | 48 | | | | 105.85 | | | | \- | | | $ | 658,905,959 | |
| Total | | | 48 | | | $ | 105.85 | | | | \- | | | | | |
Item 6. RESERVED
540 rewritten, 361 added, 198 removed, 999 unchanged
Our well-recognized brands include ARM & HAMMER® baking soda, cat litter, laundry detergent, carpet deodorizer and other baking soda-based products; OXICLEAN® stain removers, cleaning solutions, laundry detergents and bleach alternatives; [removed: VITAFUSION® and L’IL CRITTERS® gummy dietary supplements for adults and children, respectively;] [added: TOUCHLAND® hand sanitizers;] BATISTE® dry shampoo; WATERPIK® water [removed: flossers and showerheads;] [added: flossers;] THERABREATH® oral care products; HERO® acne treatment products; TROJAN condoms, lubricants and vibrators; [removed: SPINBRUSH battery-operated toothbrushes;] FIRST RESPONSE home pregnancy and ovulation test kits; NAIR depilatories; ORAJEL oral analgesic; XTRA laundry detergent; and ZICAM cold shortening and relief products.
Those seven brands are ARM & HAMMER®; OXICLEAN®; [removed: VITAFUSION® and L’IL CRITTERS®;] [added: TOUCHLAND®;] BATISTE®; WATERPIK®; THERABREATH®; and HERO® and represent approximately 70% of our net sales and profits.
In [removed: 2024,] [added: 2025,] the Consumer Domestic, Consumer International and SPD segments represented approximately 77%, 18% and 5%, respectively, of our consolidated net sales.
[removed: Net] [added: Segment net] sales [added: and income from operations] for [added: each of] the [added: three] years ended December 31, [added: 2025,] 2024 and 2023 were [removed: $7.6 and $38.1, respectively.][added: as follows:]
The [removed: Graphico] [added: Touchland] Acquisition was financed with cash on [removed: hand, is expected to contribute to greater expansion of our business in the Asia-Pacific (APAC) region,] [added: hand] and is managed in the Consumer [added: Domestic and Consumer] International [removed: segment.][added: segments.]
[removed: Net sales for the years ended December] [added: RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER] 31, [added: 2025,] 2024 [removed: and 2023 were $6.4 and $13.0, respectively.][added: AND 2023]
During the third quarter of 2024, the Company continued to experience a decline in market share and a deterioration in the financial performance [removed: for] [added: of] its [removed: Vitamins, Minerals and Supplements ("VMS")] [added: VMS] business, which includes the VITAFUSION and L'IL CRITTERS trade [removed: name,] [added: names,] primarily due to significant product competition coming from new category entrants, including private label.
The revised financial outlook [removed: reflects] [added: reflected] lower estimates of future sales growth and cash flows which resulted in a triggering event in the third quarter.
On January [removed: 29, 2025,] [added: 28, 2026,] the Board declared a [removed: 4%] [added: 4.2%] increase in the regular quarterly dividend from [removed: $0.28375] [added: $0.295] to [removed: $ 0.295] [added: $0.3075] per share (equivalent to an annual dividend of [removed: $1.18] [added: $1.23] per share) payable to stockholders of record as of February [removed: 14, 2025.][added: 13, 2026.]
The increase raises the annualized dividend payout from [removed: $277.0] [added: $287.0] to approximately [removed: $287.0] [added: $291.0] on an annualized basis.
[removed: *2024] [added: *2025] Financial Highlights*
Key [removed: 2024] [added: 2025] financial results include:
Net sales for the year ended December 31, [removed: 2024] [added: 2025] grew [removed: 4.1%] [added: 1.6%] over [removed: 2023,] [added: 2024,] with gains in Consumer Domestic and Consumer International, partially offset by lower sales in [removed: SPD.][added: SPD due to divestitures.]
The [added: 2025] gains [removed: are primarily due to favorable volumes, and pricing/product mix across all three segments, including] [added: include] the benefit of recent acquisitions in Consumer Domestic and Consumer International, partially offset by the exit of product lines in [removed: SPD] [added: all three segments, a decline in vitamin sales in Consumer Domestic] and unfavorable foreign currency exchange rates in Consumer International.
The 2024 operating margin includes a non-cash charge of [removed: $357.1 or 580 basis points] [added: $357.1,] related to the impairment of the VITAFUSION and L'IL CRITTERS indefinite-lived trade name as well as a definite-lived customer relationship intangible asset and PP&E specific to the VMS business.
We reported diluted net earnings per share in [removed: 2024] [added: 2025] of [removed: $2.37, a decrease] [added: $3.02, an increase] of approximately [removed: 22.3%] [added: 27.4%] from [removed: 2023] [added: 2024] diluted net earnings per share of [removed: $3.05.][added: $2.37.]
Earnings per share in 2024 includes the non-cash VMS trade name and other asset impairment charges of $1.10 per [removed: share.][added: share and $0.08 for acquisition-related restricted stock amortization, partially offset by $0.11 for a favorable tariff ruling.]
Excluding [removed: the impairment charges, 2024] [added: these charges] diluted net earnings per share [added: in 2025] was [removed: $3.47] [added: $3.53, a 2.6% increase] compared to [removed: 2023] diluted earnings per share [added: in 2024] of [removed: $3.05.][added: $3.44.]
While a vast majority of our products are consumer staples and less vulnerable to decreases in discretionary spending than other products, certain of our [removed: products,] [added: products] are more likely to be affected by consumer decisions to control spending.
Some retail customers have responded to economic conditions by increasing their private label offerings (primarily in the [removed: dietary supplements,] stain fighters, diagnostic kits and oral analgesics categories), launching their own brands, and consolidating the product selections they offer to the top few leading brands in each category.
We intend to continue to aggressively pursue several key strategic initiatives: maintain competitive marketing and trade spending, tightly control our cost structure, expand our online market share by continuing to invest in e-commerce (global on-line sales were 21.4% of [removed: consumer sales in 2024), expand our presence and product offerings to consumers outside of the United States, continue to develop and launch new and differentiated products, pursue strategic acquisitions, continue to grow our product sales globally and maintain an offering of premium and value brand products to appeal to a wide range of consumers.]
Our global product portfolio consists of both premium [removed: (64%] [added: (66%] of total worldwide consumer revenue in [removed: 2024)] [added: 2025)] and value [removed: (36%] [added: (34%] of total worldwide consumer revenue in [removed: 2024)] [added: 2025)] brands, which we believe enables us to succeed in a range of economic environments.
Over the past two [added: two] decades, we have diversified from an almost exclusively U.S. business to a global company with approximately 18% of sales derived from countries outside of the United States in [removed: 2024,] [added: 2025,] and we believe ongoing international expansion represents a significant opportunity to grow our business.
We also export products to over [removed: 130] [added: 100] other countries through our Global Markets Group using a broad network of third-party distributors.
In [removed: 2024,] [added: 2025,] we benefited from our expanded global footprint and expect to continue to focus on selectively expanding our global business.
Historically, we have been able to mitigate the effects of cost increases [added: including tariffs] primarily by implementing cost reduction programs and, to a lesser extent, by passing along cost increases to customers.
The identification and integration of strategic acquisitions [removed: are] [added: is] an important component of our overall strategy and product category diversification.
This is evidenced by our 2015 acquisition of certain assets of Varied Industries [removed: Corporation (the “Vi-cor Acquisition”),] [added: Corporation,] the 2016 acquisitions of Spencer Forrest, Inc., the maker of TOPPIK (the “Toppik Acquisition”), and the ANUSOL and RECTINOL businesses from Johnson & Johnson (the “Anusol Acquisition”), the 2017 acquisitions of the VIVISCAL brand from Lifes2Good Holdings Limited (the “Viviscal Acquisition”), and the WATERPIK brand from Pik Holdings, Inc. (the “Waterpik Acquisition”), the 2020 acquisition of the ZICAM brand from Consumer Health Holdco LLC, the 2021 acquisition of the THERABREATH brand from Dr. Harold Katz, LLC and HK-IP International, Inc, [added: the] 2022 acquisition of the HERO brand which includes the MIGHTY PATCH acne treatment [removed: products and] [added: products, the] 2024 acquisition of Graphico, Inc. (the “Graphico Acquisition”), a Japan-based [removed: distributor.][added: distributor, and the 2025 acquisition of TOUCHLAND® hand sanitizers.]
We believe we are well positioned to meet the ongoing challenges described above due to our strong financial condition, experience operating in challenging [removed: environments] [added: environments, talented] and [added: dedicated employees and] continued focus on key strategic initiatives.
[added: Our focus is to maintain competitive marketing and] trade spending, manage our cost structure, continue to develop and launch new and differentiated products, while pursuing strategic acquisitions.
With regard to [removed: other] promotional reserves and sales returns, we use experience-based estimates, customer and sales organization inputs and historical trend analysis in arriving at the reserves required.
If our estimates for promotional activities and sales returns reserves were to change by 10%, the impact to promotional spending and sales return accruals would be approximately [removed: $14.7.][added: $12.8.]
We determined that the fair value of all indefinite-lived intangible assets for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] exceeded their respective carrying values based upon the forecasted cash flows and profitability, with the exception of our VMS business described below.
The assets supporting the VMS business [removed: include] [added: included] the VITAFUSION and L'IL CRITTERS indefinite-lived trade name, a definite-lived customer relationship intangible asset and PP&E specific to our VMS business.
The assumptions used in the model [removed: require] [added: required] significant judgement in determining the expected future cash flows.
Estimates [removed: are] [added: were] based on market conditions and management’s current expectation of the success of growth and profitability initiatives.
[removed: As a result, the WATERPIK business] [added: This] has [removed: experienced declining sales] [added: reduced sales, profits,] and [removed: profits resulting in a reduction in] expected [removed: future] cash [removed: flows which have eroded a substantial portion] [added: flows, eroding much] of the excess [removed: between the] fair [removed: and] [added: value over] carrying value [removed: of] [added: for] the [added: WATERPIK] trade name.
The carrying value of the WATERPIK trade name is $644.7 [added: million] and [added: the] fair value represented [removed: 135%] [added: 117%] of the carrying value as of October 1, [removed: 2024.][added: 2025.]
*Income [added: and other] Taxes*
We adjust this liability [removed: as a result of] [added: due to] changes in tax legislation, interpretations of laws by courts, guidance and rulings issued by tax authorities, changes in estimates and the expiration of the statute of limitations.
Prior to the sale of our VITAFUSION® and L'IL CRITTERS® (“VMS”) business at the end of 2025, we included VMS as an eighth “power brand.”
Global Economic Conditions and Trade Policies
We have experienced increased commodity cost volatility and economic uncertainty primarily due to changes in U.S. trade policies including ongoing reviews and modifications to tariffs and other U.S. trade measures.
We continue to evaluate these evolving developments and have taken actions to mitigate their impact on our business, including taking strategic actions for certain business lines (see *Strategic Business Decisions* below), shifting production and relocating manufacturing operations, finding alternative sources of supply, most notably ceasing the import of substantially all Waterpik flossers and other products from China into the U.S., potentially increasing prices, adjusting inventories, lobbying and seeking exemptions with respect to tariffs.
While the tariffs remain fluid, we are focused on managing these challenges.
We believe our existing tariff cost exposure will be mitigated through the above-mentioned actions, future additional supply chain efforts and surgical pricing.
Strategic Business Decisions
On May 1, 2025, we announced that we would exit the Flawless, Spinbrush and Waterpik showerhead businesses.
We exited these businesses by the end of 2025.
These businesses generated approximately $118.0 of annual Net Sales in 2025.
We recorded a pre-tax charge of $45.6 (post-tax of $34.5) in 2025 as a direct result of these actions, of which $25.0 was recorded in Cost of sales and $20.6 was recorded in SG&A.
The charge was primarily recorded in the second quarter to the Consumer Domestic segment and was comprised of non-cash charges related to impairments of intangible and fixed assets, as well as charges related to inventory valuation.
A reduction to the second quarter charge was recorded in the fourth quarter related to final costs to exit the Spinbrush business.
On December 9, 2025, the Company announced a definitive agreement to sell the VitaFusion and L’il Critters brands to Piping Rock Health Products, Inc. This agreement includes the VitaFusion and L’il Critters brands, relevant trademarks and licenses, and the Company's former manufacturing and distribution facilities in Vancouver and Ridgefield, Washington.
The transaction closed on December 31, 2025.
The VMS brands represented less than 5% of our 2025 net sales.
As a result of this transaction, we incurred a one-time, pre-tax charge of $58.5 (post-tax of $45.6) in the fourth quarter of 2025 which is included in in Other income (expense), net in the Consolidated Statements of Income.
The decision to reposition our portfolio with these business exits enables us to devote greater focus to our portfolio’s faster growing value and premium product lines.
In May 2025, the Company entered into an accelerated share repurchase ("ASR") contract with a commercial bank to purchase Common Stock.
The Company paid $300.0 to the bank, inclusive of fees, and received 2.8 million shares in May 2025 and 0.3 million shares in August 2025 at an average total share price of $95.71.
The Company purchased all 3.1 million shares under the evergreen share repurchase program and used cash on hand to fund the purchase price.
In August and September 2025, the Company executed open market purchases of 3.2 million shares for $300.0, inclusive of fees, of which $170.0 was purchased under the evergreen share repurchase program and $130.0 was purchased under the 2021 Share Repurchase Program (as defined below).
The shares were purchased at an average share price of $92.81 and the Company used cash on hand to fund the open market purchases.
In November and December 2025, the Company executed open market purchases of 3.6 million shares for $300.0, inclusive of fees, of which all 3.6 million shares were purchased under the 2021 Share Repurchase Program.
The shares were purchased at an average share price of $83.59 and the Company used cash on hand to fund the open market purchases.
One Big Beautiful Bill Act
On July 4, 2025, President Trump signed into law the legislation formally titled "An Act to Provide for Reconciliation Pursuant to Title II of H.
Con.
Res.
14” and commonly referred to as the One Big Beautiful Bill Act (“OBBBA”).
The legislation includes several provisions that may impact the timing and magnitude of certain tax deductions.
Key provisions include the permanent extension of several key elements of the 2017 Tax Cuts and Jobs Act, including 100% bonus depreciation and an immediate tax deduction for domestic research costs.
The tax provisions in OBBBA did not have a material impact on our financial position and results of operations, and had a minimal benefit to operating cash flows.
Touchland Acquisition
On July 16, 2025, we completed the acquisition of Touchland Holding Corp ("Touchland"), the developer of TOUCHLAND® hand sanitizer products (the "Touchland Acquisition").
We paid $656.0, net of cash acquired, at closing and entered an agreement to pay an additional amount based on 2025 net sales thresholds which will result in a cash payment of $159.0 to be paid in the first half of 2026.
In addition, the Company granted rights to Touchland’s founder to receive shares of our Common Stock valued at $50.0, with 50% of such shares vesting at each of the first and second year anniversaries of the closing.
The value of Common Stock received by Touchland's founder will be recognized as a compensation expense ratably over the two-year vesting period if the individual continues to be employed by the Company.
Payment of a $5.0 portion of the purchase price was deferred related to certain indemnification obligations provided by Touchland’s equityholders, which amount, to the extent not used in satisfaction of such indemnity obligations, is payable three years from the closing.
New Credit Agreement
Pillar Two Tax Laws
In October 2021, members of the Organisation for Economic Co-operation and Development (“OECD”) agreed to a global minimum tax rate of 15%.
In December 2021, OECD published its model rules on the agreed minimum tax known as the Global Anti-Base Erosion (“GloBE”) or Pillar Two rules.
The Pillar Two rules are designed to be implemented into the domestic law of each jurisdiction to ensure large multinational enterprise groups are subject to a minimum effective tax rate of 15% in each jurisdiction where they operate.
In December 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive.
January 1, 2024 marked the official effective date of the 15% global corporate minimum tax imposed by the EU's Pillar Two Directive.
We are monitoring developments and evaluating the impacts of the Pillar Two rules on our tax rate.
Based on current legislation and available guidance, we do not anticipate a material impact to the Company.
Sale of MEGALAC supplement portfolio
During the first quarter of 2024, we exited the MEGALAC supplement portion of our Animal Nutrition business within our SPD segment.
On June 3, 2024, we acquired substantially all of the issued and outstanding shares of capital stock of Graphico, Inc. ("Graphico"), a Japan-based distributor focused on consumer goods primarily in the Japanese market (the “Graphico Acquisition”).
We paid $19.9, net of cash acquired, at closing.
We acquired the remaining minority shares for approximately $2.0 in July 2024.
Sale of Passport Food Safety Business
During the second quarter of 2024, we sold our Passport food safety business, Passport Food Safety Solutions, Inc., with assets of $7.0, inclusive of intangible assets of $2.7 and corresponding goodwill of $1.0, for cash proceeds of $6.6 and $0.5 held in escrow for a gain of $0.1.
Favorable Tariff Ruling
During the second quarter of 2024, we received a favorable tariff ruling from the U.S. government associated with certain products imported from China, which resulted in $40.1 of cash refunds (pre tax) in the year ended December 31, 2024.
The refunds resulted in a $31.6 reduction of Cost of goods sold and an increase in Interest income of $4.8 in the year ended December 31, 2024.
Vitamin Business Intangible Impairment
The continued decline in profitability caused management to reassess its long-term strategy and financial outlook of the business.
The triggering event required the Company to review the carrying value of assets supporting the business resulting in impairment charges of $357.1 in the year ended December 31, 2024.
Sale of 50% Ownership in Joint Venture
The Company’s 50% interest in The ArmaKleen Company was sold to our joint venture partner in October of 2024.
The transaction is not material to the Company’s results of operations or cash flows.
Gross margin increased 160 basis points to 45.7% in 2024 from 44.1% in 2023, which includes an approximate 50 basis point benefit from a favorable tariff ruling.
Excluding the tariff ruling gross margin increased due to the positive impact of productivity programs, favorable price/volume/mix, and business acquisition benefits, offset by higher manufacturing costs including labor and higher commodities.
Operating margin decreased 470 basis points to 13.3% in 2024 from 18.0% in 2023.
Excluding the impairment charge, operating margin increased 110 basis points due to favorable gross margins, slightly offset by higher marketing expenses.
Cash provided by operations was $1,156.2 in 2024, a $125.6 increase from the prior year primarily due to an increase in cash earnings (net income adjusted for non-cash items).
We returned $277.0 in 2024 to our stockholders through cash dividends paid.
Our focus is to maintain competitive marketing and
For example, we use historical experience to project coupon redemption rates to determine reserve requirements.
Based on the total face value of Consumer Domestic coupons redeemed over the past several years, if the actual rate of redemptions were to deviate by 0.1% from the rate for which reserves are accrued in the financial statements, a difference of approximately $0.1 in the reserve required for coupons would result.
While management believes that its promotional and sales returns reserves are reasonable and that appropriate judgments have been made, estimated amounts could differ materially from actual future obligations.
The continued decline in profitability caused management to reassess its
long-term strategy and financial outlook of the business.
Our global WATERPIK business has continued to experience a significant decline in customer demand for many of its products, primarily due to lower consumer spending for discretionary products resulting in part from inflation and a growing number of water flosser consumers switching to more value-branded products.
This indefinite-lived intangible asset may be susceptible to impairment and a continued decline in fair value could trigger a future impairment charge of the WATERPIK trade name.
While management can and has implemented strategies to address the risk, significant changes in operating plans or adverse changes in the future could reduce the underlying cash flows used to estimate fair values and could result in a decline in fair value that could trigger future impairment charges of these assets.
The fair value represented 109% of the carrying value as of October 1, 2023.
An excerpt. Shown here: 40 of 540 rewritten, 40 of 361 added and 40 of 198 removed. The counts are complete. For every sentence, read Item 6. RESERVED in the FY2025 filing and the FY2024 filing.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
58 rewritten, 5 added, 12 removed, 110 unchanged
Information required by this item is incorporated by reference to the information under the captions “Election of Directors,” “Information about the Company’s Executive Officers,” “Corporate Governance and Other Board Matters – Code of Conduct,” “Corporate Governance and Other Board [removed: Matters–] [added: Matters –] Board of Directors Meetings and Committees – Audit Committee,” and "Corporate Governance and Other Board Matters – Insider Trading Policies and Procedures" in the Company’s definitive proxy statement, which will be filed with the Commission not later than 120 days after the close of the fiscal year covered by this Annual Report.
Information required by this item is incorporated by reference to the information under the captions “Compensation Discussion and Analysis,” [removed: “2024] [added: “2025] Summary Compensation Table,” [removed: “2024] [added: “2025] Grants of Plan Based Awards,” [removed: “2024] [added: “2025] Outstanding Equity Awards at Fiscal Year-End,” [removed: “2024] [added: “2025] Option Exercises and Stock Vested,” [removed: “2024] [added: “2025] Nonqualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control” [added: “CEO Pay Ratio”] and “Compensation & Human Capital Committee Report” in the Company’s definitive proxy statement, which will be filed with the Commission not later than 120 days after the close of the fiscal year covered by this Annual Report.
Information required by this item is incorporated by reference to the information under the captions “Equity Compensation Plan Information as of December 31, [removed: 2024”] [added: 2025”] and “Securities Ownership of Certain Beneficial Owners and Management” in the Company’s definitive proxy statement, which will be filed with the Commission not later than 120 days after the close of the fiscal year covered by this Annual Report.
| [Consolidated Statements of Income for each of the three years in the period ended December 31, [removed: 2024](#statements_of_income)] [added: 2025](#statements_of_income)] | [removed: 55] [added: 56] |
| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#balance_sheets)] [added: 2024](#balance_sheets)] | [removed: 56] [added: 57] |
| [Consolidated Statements of Cash Flow for each of the three years in the period ended December 31, [removed: 2024](#statements_of_cash_flow)] [added: 2025](#statements_of_cash_flow)] | [removed: 57] [added: 58] |
| [Consolidated Statements of Stockholders’ Equity for each of the three years in the period ended December 31, [removed: 2024](#stockholders_equity)] [added: 2025](#stockholders_equity)] | [removed: 59] [added: 60] |
| [Notes to Consolidated Financial Statements](#notes) | [removed: 60] [added: 61] |
| [Schedule II ‑ Valuation and Qualifying Accounts for each of the three years in the period ended December 31, [removed: 2024](#schedule_ii_valuation_qualifying_account)] [added: 2025](#schedule_ii_valuation_qualifying_account)] | [removed: 96] [added: 98] |
| | | [removed: (4.1)] [added: (4.3)] | [Indenture, dated as of December [removed: 15, 2010,] [added: 10, 2021,] between Church [removed: &] [added: and] Dwight Co., Inc. and [removed: The] [added: Deutsche] Bank [removed: of New York Mellon] Trust [removed: Company, N.A.,] [added: Company Americas,] as trustee, relating to the [removed: 2.875% Notes due 2022,] [added: Notes,] incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed on December [removed: 15, 2010.](https://www.sec.gov/Archives/edgar/data/313927/000119312510281380/dex41.htm)] [added: 10, 2021.](https://www.sec.gov/Archives/edgar/data/313927/000119312521353999/d261535dex41.htm)] |
| | | [removed: (4.2)] [added: (4.5)] | [Second Supplemental Indenture, dated as of [removed: September 26, 2012,] [added: June 2, 2022,] between Church & Dwight Co., Inc. and [removed: The] [added: Deutsche] Bank [removed: of New York Mellon] Trust [removed: Company, N.A.,] [added: Company Americas,] as trustee, [removed: relating to the 2.875% Notes due 2022,] incorporated by reference to Exhibit 4.2 to the Company’s current report on Form 8-K filed on [removed: September 26, 2012.](https://www.sec.gov/Archives/edgar/data/313927/000119312512405019/d416038dex42.htm)] [added: June 2, 2022.](https://www.sec.gov/Archives/edgar/data/313927/000119312522166257/d363033dex42.htm)] |
| | | [removed: (4.3)] [added: (4.1)] | [Indenture, dated as of December 9, 2014, between Church & Dwight Co., Inc. and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed on December 9, 2014.](https://www.sec.gov/Archives/edgar/data/313927/000119312514437760/d834128dex41.htm) |
| | | [removed: (4.4)] [added: (4.2)] | [Second Supplemental Indenture, dated as of July 25, 2017, between Church & Dwight Co., Inc. and Wells Fargo Bank, National Association, as trustee, relating to the Notes, incorporated by reference to Exhibit 4.2 of the Company’s current report on Form 8-K filed on July 25, 2017.](https://www.sec.gov/Archives/edgar/data/313927/000119312517235155/d415074dex42.htm) |
| | | [removed: (4.5)] [added: (4.4)] | [removed: [Indenture,] [added: [First Supplemental Indenture,] dated as of December 10, 2021, between Church [removed: and] [added: &] Dwight Co., Inc. and Deutsche Bank Trust Company Americas, as trustee, relating to the Notes, incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Company’s current report on Form 8-K filed on December 10, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/313927/000119312521353999/d261535dex41.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/313927/000119312521353999/d261535dex42.htm)] |
| | | (4.6) | [removed: [First] [added: [Third] Supplemental Indenture, dated as of [removed: December 10, 2021,] [added: November 2, 2022,] between Church & Dwight Co., Inc. and Deutsche Bank Trust Company Americas, as trustee, [removed: relating to the Notes,] incorporated by reference to Exhibit 4.2 to the Company’s current report on Form 8-K filed on [removed: December 10, 2021.](https://www.sec.gov/Archives/edgar/data/313927/000119312521353999/d261535dex42.htm)] [added: November 2, 2022.](https://www.sec.gov/Archives/edgar/data/313927/000119312522275903/d404332dex42.htm)] |
| | [added: ] | [removed: (4.7)] [added: (10.38)] | [removed: [Second Supplemental Indenture,] [added: [Letter Agreement,] dated [removed: as] [added: February 24, 2025,] of [removed: June 2, 2022, between] Church & Dwight Co., Inc. and [removed: Deutsche Bank Trust Company Americas, as trustee,] [added: directed to Lee McChesney,] incorporated by reference to Exhibit [removed: 4.2 to] [added: 10.1 on] the Company’s current report on Form 8-K filed on [removed: June 2, 2022.](https://www.sec.gov/Archives/edgar/data/313927/000119312522166257/d363033dex42.htm)] [added: March 14, 2025](https://www.sec.gov/Archives/edgar/data/313927/000119312525054846/d799441dex101.htm).] |
| | | [removed: (4.9)] [added: (4.7)] | [Description of Registrant’s Securities, incorporated by reference to Exhibit 4.5 to the Company’s annual report on Form 10-K for the year ended December 31, 2019.](https://www.sec.gov/Archives/edgar/data/313927/000156459020004956/chd-ex45_347.htm) |
| | | (10.1) | [Credit Agreement dated [removed: June 16, 2022,] [added: July 17, 2025,] among Church & Dwight Co., Inc., the initial lenders named therein, Bank of America, N.A., as lead administrative agent, [removed: swing line lender, and L/C issuer,] Wells Fargo Bank, National Association, as co-administrative agent and syndication agent, and Truist Bank, as syndication [removed: agent] [added: agent,] incorporated by reference to Exhibit 10.1 [removed: of] [added: to] the Company’s [removed: Current Report] [added: current report] on Form 8-K filed on [removed: June 21, 2022.](https://www.sec.gov/Archives/edgar/data/313927/000119312522177715/d327666dex101.htm)] [added: July 18, 2025.](https://www.sec.gov/Archives/edgar/data/313927/000119312525161241/d931548dex101.htm)] |
| | | (10.2) | [removed: [Term Credit Agreement] [added: [Form of Amended and Restated Commercial Paper Dealer Agreement,] dated [removed: December 22, 2021,] [added: February 23, 2017,] by and [removed: among] [added: between] Church & Dwight Co., Inc. [removed: the lenders party thereto,] and [removed: Bank of America, N.A., as administrative agent,] [added: Dealer,] incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to the Company’s annual report on Form 10-K for the year ended December 31, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex10_2.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/313927/000156459017002326/chd-ex103_511.htm)] |
| | | (10.3) | [removed: [First Amendment to Credit Agreement] [added: [Stock Purchase Agreement,] dated [removed: June 16, 2022,] [added: as of July 17, 2017,] among Church & Dwight Co., Inc., [added: PIK Holdings, Inc.,] the [removed: lenders named therein,] [added: Representative] and [removed: Bank of America, N.A., as administrative agent] [added: the stockholders party thereto,] incorporated by reference to Exhibit [removed: 10.2] [added: 2.1] of the Company’s [removed: Current Report] [added: current report] on Form 8-K filed on [removed: June 21, 2022.](https://www.sec.gov/Archives/edgar/data/313927/000119312522177715/d327666dex102.htm)] [added: July 17, 2017.](https://www.sec.gov/Archives/edgar/data/313927/000119312517228910/d426675dex21.htm)] |
| | | [removed: (10.4)] [added: (19)] | [removed: [Form of Commercial Paper Dealer Agreement, dated February 23, 2017, by and between] [added: [Policy on Trading in] Church & Dwight Co., Inc. [added: Securities by Directors, Officers] and [removed: Dealer,] [added: Other Employees.] incorporated by reference to Exhibit [removed: 10.2] [added: 19] to the Company’s annual report on Form 10-K for the year ended December 31, [removed: 2016.](https://www.sec.gov/Archives/edgar/data/313927/000156459017002326/chd-ex102_510.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/313927/000095017025019801/chd-ex19.htm)] |
| | [added: *] | [removed: (10.5)] [added: (10.4)] | [removed: [Form of Amended and Restated Commercial Paper Dealer Agreement, dated February 23, 2017, by and between Church] [added: [Church] & Dwight Co., Inc. [added: Executive Deferred Compensation Plan II, amended] and [removed: Dealer,] [added: restated as of January 12, 2012,] incorporated by reference to Exhibit [removed: 10.3] [added: 10.5] to the [removed: Company’s] [added: Company's] annual report on Form 10-K for the year ended December 31, [removed: 2016.](https://www.sec.gov/Archives/edgar/data/313927/000156459017002326/chd-ex103_511.htm)] [added: 2011.](https://www.sec.gov/Archives/edgar/data/313927/000119312512077495/d259084dex105.htm)] |
| | [removed: *] [added: ] | (10.7) | [Church & Dwight Co., Inc. Executive Deferred Compensation [removed: Plan, effective] [added: Plan II, amended and restated] as of [removed: June] [added: January] 1, [removed: 1997,] [added: 2012,] incorporated by reference to Exhibit [removed: 10(f)] [added: 10.5] to the Company’s annual report on Form 10-K for the year ended December 31, [removed: 1997.](https://www.sec.gov/Archives/edgar/data/313927/0000950123-98-003168.txt)] [added: 2011.](https://www.sec.gov/Archives/edgar/data/313927/000119312512077495/d259084dex105.htm)] |
| | [removed: ] [added: *] | [removed: (10.8)] [added: (10.6)] | [Amendment to the Church & Dwight Co., Inc. Executive Deferred Compensation [removed: Plan, effective] [added: Plan II, dated] January [removed: 1, 2007,] [added: 10, 2024,] incorporated by reference to Exhibit [removed: 10.4.1] [added: 10.11] to the Company’s annual report on Form 10-K for the year ended December 31, [removed: 2011.](https://www.sec.gov/Archives/edgar/data/313927/000119312512077495/d259084dex1041.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/313927/000095017024015810/chd-ex10_11.htm)] |
| | [removed: ] [added: *] | [removed: (10.9)] [added: (10.5)] | [Amendment to the Church & Dwight Co., Inc. Executive Deferred Compensation [removed: Plan, effective February 1, 2012,] [added: Plan II, dated July 25, 2023,] incorporated by reference to Exhibit [removed: 10.4.2] [added: 10.3] to the Company’s [removed: annual] [added: quarterly] report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2011.](https://www.sec.gov/Archives/edgar/data/313927/000119312512077495/d259084dex1042.htm)] [added: September 30, 2023.](https://www.sec.gov/Archives/edgar/data/313927/000095017023058681/chd-ex10_3.htm)] |
| | * | [removed: (10.10)] [added: (10.30)] | [removed: [Amendment to the Church] [added: [Church] & Dwight Co., Inc. [removed: Executive Deferred Compensation Plan II,] [added: Fourth Amended and Restated Annual Incentive Plan,] dated [removed: July 25,] [added: October 31,] 2023, incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] to the Company’s quarterly report on Form 10-Q for the quarter ended [removed: September 30, 2023.](https://www.sec.gov/Archives/edgar/data/313927/000095017023058681/chd-ex10_3.htm)] [added: October 31, 2023](https://www.sec.gov/Archives/edgar/data/313927/000095017023058681/chd-ex10_2.htm).] |
| | * | [removed: (10.11)] [added: (10.16)] | [removed: [Amendment to] [added: [Form of Award Agreement for Employees Under] the Church & Dwight Co., [removed: Inc. Executive Deferred] [added: Inc., Amended and Restated Omnibus Equity] Compensation [removed: Plan II, dated January 10, 2024] [added: Plan,] incorporated by reference to Exhibit [removed: 10.11] [added: 10.12.2] to the Company’s annual report on Form 10-K for the year ended December 31, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/313927/000095017024015810/chd-ex10_11.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/313927/000156459019003587/chd-ex10122_327.htm)] |
| | | [removed: (10.12)] [added: (10.17)] | [removed: [Church] [added: [Form of Award Agreement for Employees Under the Church] & Dwight Co., [removed: Inc. Executive Deferred] [added: Inc., Amended and Restated Omnibus Equity] Compensation Plan [removed: II, amended and restated as of January 1, 2012,] incorporated by reference to Exhibit [removed: 10.5] [added: 10.14.1] to the Company’s annual report on Form 10-K for the year ended December 31, [removed: 2011.](https://www.sec.gov/Archives/edgar/data/313927/000119312512077495/d259084dex105.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/313927/000156459022005528/chd-ex10141_61.htm)] |
| | | [removed: (10.13)] [added: (10.8)] | [Deferred Compensation Plan for Directors effective as of May 1, 2008, incorporated by reference to Exhibit 10.5 to the Company’s quarterly report on Form 10-Q for the quarter ended March 28, 2008.](https://www.sec.gov/Archives/edgar/data/313927/000031392708000221/exh105-dcomp.htm) |
| | * | [removed: (10.14)] [added: (10.11)] | [removed: [Amended and Restated Compensation] [added: [The Stock Option] Plan for Directors, effective [added: as of] January 1, [removed: 2015,] [added: 1991,] incorporated by reference to Exhibit [removed: 10.7] [added: 10(j)] to the Company’s annual report on Form 10-K for the year ended December 31, [removed: 2015.](https://www.sec.gov/Archives/edgar/data/313927/000156459016012917/chd-ex107_632.htm)] [added: 2005.](https://www.sec.gov/Archives/edgar/data/313927/000119312506052189/dex10j.htm)] |
| | | [removed: (10.15)] [added: (10.18)] | [removed: [Amended] [added: [Form of Award Agreement for Directors Under the Church & Dwight Co., Inc., Amended] and Restated [added: Omnibus Equity] Compensation [removed: Plan for Directors, dated November 1, 2017,] [added: Plan,] incorporated by reference to Exhibit [removed: 10.9.2] [added: 10.12.1] to the Company’s annual report on Form 10-K for the year ended December 31, [removed: 2017.](https://www.sec.gov/Archives/edgar/data/313927/000156459018002984/chd-ex1092_100.htm)] [added: 2018.](https://www.sec.gov/Archives/edgar/data/313927/000156459019003587/chd-ex10121_326.htm)] |
| | | [removed: (10.16)] [added: (10.29)] | [removed: [Amended and Restated Compensation Plan] [added: [Form of Restricted Stock Unit Grant Agreement,] for Directors, [removed: dated February 1, 2023,] incorporated by reference to Exhibit [removed: 10.14] [added: 10.29] to the Company’s annual report on Form 10-K for the year ended December 31, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex10_14.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex10_29.htm)] |
| | * | [removed: (10.17)] [added: (10.13)] | [removed: [Amended] [added: [First Amendment to Church & Dwight Co., Inc. Amended] and Restated [added: Omnibus Equity] Compensation [removed: Plan for Directors, dated November 1, 2023,] [added: Plan,] incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, [removed: 2023.](https://www.sec.gov/Archives/edgar/data/313927/000095017023058681/chd-ex10_1.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/313927/000156459019039032/chd-ex101_138.htm)] |
| | | [removed: (10.18)] [added: (10.10)] | [The Church & Dwight Co., Inc. Stock Award Plan as amended, incorporated by reference to Exhibit 10 to the Company’s quarterly report on Form 10-Q for the quarter ended June 29, 2007.](https://www.sec.gov/Archives/edgar/data/313927/000119312507173469/dex10.htm) |
| | [removed: *] [added: ] | [removed: (10.19)] [added: (10.28)] | [removed: [The] [added: [Form of Non-Qualified] Stock Option [removed: Plan] [added: Grant Agreement,] for Directors, [removed: effective as of January 1, 1991,] incorporated by reference to Exhibit [removed: 10(j)] [added: 10.28] to the Company’s annual report on Form 10-K for the year ended December 31, [removed: 2005.](https://www.sec.gov/Archives/edgar/data/313927/000119312506052189/dex10j.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex10_28.htm)] |
| | | [removed: (10.20)] [added: (10.12)] | [C](https://www.sec.gov/Archives/edgar/data/313927/000119312513118464/d467399ddef14a.htm)[hurch & Dwight Co., Inc., Amended and Restated Omnibus Equity Compensation Plan, incorporated by reference to Exhibit A to the Company’s proxy statement for its 2013 Annual Meeting of Stockholders, filed on March 21, 2013.](https://www.sec.gov/Archives/edgar/data/313927/000119312513118464/d467399ddef14a.htm) |
| | [removed: *] [added: ] | [removed: (10.21)] [added: (10.14)] | [removed: [First Amendment to] [added: [Form of Award Agreement for CEO and EVPs Under the] Church & Dwight Co., [removed: Inc.] [added: Inc.,] Amended and Restated Omnibus Equity Compensation Plan, incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, [removed: 2019.](https://www.sec.gov/Archives/edgar/data/313927/000156459019039032/chd-ex101_138.htm)] [added: 2019.](https://www.sec.gov/Archives/edgar/data/313927/000156459019039032/chd-ex102_139.htm)] |
| | [removed: ] [added: *] | [removed: (10.22)] [added: (10.15)] | [Form of Award Agreement for CEO and EVPs Under the Church & Dwight Co., Inc., Amended and Restated Omnibus Equity Compensation [removed: Plan,] [added: Plan] incorporated by reference to Exhibit [removed: 10.2] [added: 10.13.1] to the Company’s [removed: quarterly] [added: annual] report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: September 30, 2019.](https://www.sec.gov/Archives/edgar/data/313927/000156459019039032/chd-ex102_139.htm)] [added: December 31, 2021.](https://www.sec.gov/Archives/edgar/data/313927/000156459022005528/chd-ex10131_60.htm)] |
| | * | [removed: (10.23)] [added: (10.31)] | [removed: [Form of Award Agreement for CEO and EVPs Under the Church] [added: [Church] & Dwight Co., [removed: Inc., Amended] [added: Inc Employee Stock Purchase Plan, as approved by the Company’s stockholders on April 27, 2023,] and [removed: Restated Omnibus Equity Compensation Plan] [added: amended and restated as of November 22, 2024,] incorporated by reference to Exhibit [removed: 10.13.1] [added: 10.38] to the Company’s annual report on Form 10-K for the year ended December 31, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/313927/000156459022005528/chd-ex10131_60.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/313927/000095017025019801/chd-ex10_38.htm)] |
| | * | [removed: (10.24)] [added: (10.19)] | [removed: [Form of Award Agreement for Employees Under the Church] [added: [Church] & Dwight Co., [removed: Inc.,] [added: Inc.] Amended and Restated Omnibus Equity Compensation Plan, incorporated by reference to [removed: Exhibit 10.12.2] [added: Appendix A] to the Company’s [removed: annual report on Form 10-K] [added: proxy statement] for [removed: the year ended December 31, 2018.](https://www.sec.gov/Archives/edgar/data/313927/000156459019003587/chd-ex10122_327.htm)] [added: its 2022 Annual Meeting of Stockholders, filed on March 18, 2022.](https://www.sec.gov/Archives/edgar/data/313927/000119312522079492/d240098ddef14a.htm#toc240098_74)] |
| | | (10.9) | [Amended and Restated Compensation Plan for Directors, dated October 27, 2025.](https://www.sec.gov/Archives/edgar/data/313927/000119312526048139/chd-ex10_9.htm) |
| | | (10.26) | [Form of Performance Stock Unit Grant Agreement for One-Time Long-Term Strategy Grant for Employees.](https://www.sec.gov/Archives/edgar/data/313927/000119312526048139/chd-ex10_26.htm) |
| | | (10.27) | [Form of Performance Stock Unit Grant Agreement for One-Time Long-Term Strategy Grant for ELT.](https://www.sec.gov/Archives/edgar/data/313927/000119312526048139/chd-ex10_27.htm) |
| | | (10.37) | [Letter Agreement dated January 30, 2025, by and between the Company and Richard Dierker.](https://www.sec.gov/Archives/edgar/data/313927/000119312526048139/chd-ex10_37.htm) |
| | | (10.40) | [Letter Agreement, dated September 4, 2021, between Church & Dwight Co., Inc. and Michael Read.](https://www.sec.gov/Archives/edgar/data/313927/000119312526048139/chd-ex10_40.htm) |
| | | | |
| | | (4.8) | [Third Supplemental Indenture, dated as of November 2, 2022, between Church & Dwight Co., Inc. and Deutsche Bank Trust Company Americas, as trustee, incorporated by reference to Exhibit 4.2 to the Company’s current report on Form 8-K filed on November 2, 2022.](https://www.sec.gov/Archives/edgar/data/313927/000119312522275903/d404332dex42.htm) |
| | | (10.6) | [Stock Purchase Agreement, dated as of July 17, 2017, among Church & Dwight Co., Inc., PIK Holdings, Inc., the Representative and the stockholders party thereto, incorporated by reference to Exhibit 2.1 of the Company’s current report on Form 8-K filed on July 17, 2017.](https://www.sec.gov/Archives/edgar/data/313927/000119312517228910/d426675dex21.htm) |
| | | (10.25) | [Form of Award Agreement for Employees Under the Church & Dwight Co., Inc., Amended and Restated Omnibus Equity Compensation Plan incorporated by reference to Exhibit 10.14.1 to the Company’s annual report on Form 10-K for the year ended December 31, 2021.](https://www.sec.gov/Archives/edgar/data/313927/000156459022005528/chd-ex10141_61.htm) |
| | | (10.26) | [Form of Award Agreement for Directors Under the Church & Dwight Co., Inc., Amended and Restated Omnibus Equity Compensation Plan, incorporated by reference to Exhibit 10.12.1 to the Company’s annual report on Form 10-K for the year ended December 31, 2018.](https://www.sec.gov/Archives/edgar/data/313927/000156459019003587/chd-ex10121_326.htm) |
| | * | (10.27) | [Church & Dwight Co., Inc. Amended and Restated Omnibus Equity Compensation Plan, incorporated by reference to Appendix A to the Company’s proxy statement for its 2022 Annual Meeting of Stockholders, filed on March 18, 2022.](https://www.sec.gov/Archives/edgar/data/313927/000119312522079492/d240098ddef14a.htm#toc240098_74) |
| | | (10.35) | [Form of Restricted Stock Unit Grant Agreement, for Directors, incorporated by reference to Exhibit 10.29 to the Company’s annual report on Form 10-K for the year ended December 31, 2022.](https://www.sec.gov/Archives/edgar/data/313927/000095017023003066/chd-ex10_29.htm) |
| | * | (10.38) | [Church & Dwight Co., Inc Employee Stock Purchase Plan, as approved by the Company’s stockholders on April 27, 2023, and amended and restated as of November 22, 2024.](https://www.sec.gov/Archives/edgar/data/313927/000095017025019801/chd-ex10_38.htm) |
| | | (10.40) | [Employment Agreement, dated August 23, 2006, by and between the Company and Matthew T. Farrell, incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended September 29, 2006.](https://www.sec.gov/Archives/edgar/data/313927/000119312506226557/dex101.htm) |
| | | (10.42) | [Form of Amended and Restated Change in Control and Severance Agreement entered into by and between the Company and each of the senior executive officers (other than Matthew T. Farrell), incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on February 2, 2016.](https://www.sec.gov/Archives/edgar/data/313927/000119312516447610/d129935dex102.htm) |
| | | (10.43) | [Lease Agreement (Build to Suit), dated July 20, 2011, between Church & Dwight Co., Inc. and CD 95 L.L.C., incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2011.](https://www.sec.gov/Archives/edgar/data/313927/000119312511296806/d232177dex101.htm) |
| | | (19) | [Policy on Trading in Church & Dwight Co., Inc. Securities by Directors, Officers and Other Employees](https://www.sec.gov/Archives/edgar/data/313927/000095017025019801/chd-ex19.htm) |
An excerpt. Shown here: 40 of 58 rewritten, all 5 added and all 12 removed. The counts are complete. For every sentence, read Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS in the FY2025 filing and the FY2024 filing.
Item 16. FORM 10-K SUMMARY
30 rewritten, 10 added, 10 removed, 39 unchanged
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 13, 2025.][added: 12, 2026.]
| */s/ [removed: Matthew T. Farrell*] [added: Richard A. Dierker*] | | [removed: Chairman,] President and Chief Executive Officer, Director | | February [removed: 13, 2025] [added: 12, 2026] |
| */s/ Bradlen S. Cashaw* | | Director | | February [removed: 13, 2025] [added: 12, 2026] |
| */s/ Bradley C. Irwin* | | Director | | February [removed: 13, 2025] [added: 12, 2026] |
| */s/ Penry W. Price* | | Director | | February [removed: 13, 2025] [added: 12, 2026] |
| */s/ Susan G. Saideman* | | Director | | February [removed: 13, 2025] [added: 12, 2026] |
| */s/ Robert K. Shearer* | | Director | | February [removed: 13, 2025] [added: 12, 2026] |
| */s/ Michael R. Smith* | | Director | | February [removed: 13, 2025] [added: 12, 2026] |
| */s/ Janet S. Vergis* | | Director | | February [removed: 13, 2025] [added: 12, 2026] |
| */s/ Arthur B. Winkleblack* | | Director | | February [removed: 13, 2025] [added: 12, 2026] |
| */s/ Laurie J. Yoler* | | Director | | February [removed: 13, 2025] [added: 12, 2026] |
| */s/ [removed: Richard A. Dierker*] [added: Lee B. McChesney*] | | Executive Vice President | | February [removed: 13, 2025] [added: 12, 2026] |
| [removed: Richard A. Dierker] [added: Lee B. McChesney] | | and Chief Financial Officer | | |
| */s/ Joseph J. Longo* | | Vice President and Controller | | February [removed: 13, 2025] [added: 12, 2026] |
For each of the three years in the period ended December 31, [removed: 2024][added: 2025]
| | | | | | | | | Additions | | | | | | | | Deductions | | | | | | | | | | | [added: | | | |]
| | | | | Beginning | | | | Charged to | | | | | | | | Amounts | | | | [added: | | | |] Foreign | | | | Ending | | |
| | | | | Balance | | | | Expenses | | | | Acquired | | | | Written Off | | | | [added: Divested | | | |] Exchange | | | | Balance | | |
| Allowance for Doubtful Accounts | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | |]
| | [removed: 2024] [added: 2024] | | | [removed: $] | [removed: 7.3] [added: 7.3] | | | [removed: $] | [removed: 0.1] [added: 0.1] | | | [removed: $] | [removed: 0.0] [added: 0.0] | | | [removed: $] | [removed: (2.2] [added: (2.2] | [removed: )] [added: )] | | [removed: $] | [removed: (0.1] [added: 0.0] | [removed: )] | | [removed: $] | [removed: 5.1] [added: (0.1] | [added: )] | [added: | | 5.1 | |]
| | 2023 | | | | 3.5 | | | | 4.0 | | | | 0.0 | | | | (0.2 | ) | | | 0.0 | | | | [added: 0.0 | | | |] 7.3 | |
| Allowance for Cash Discounts | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | |]
| | [removed: 2024] [added: 2024] | | | [removed: $] | [removed: 8.9] [added: 8.9] | | | [removed: $] | [removed: 120.1] [added: 120.1] | | | [removed: $] | [removed: 0.0] [added: 0.0] | | | [removed: $] | [removed: (119.7] [added: (119.7] | [removed: )] [added: )] | | [removed: $] | [removed: (0.1] [added: 0.0] | [removed: )] | | [removed: $] | [removed: 9.2] [added: (0.1] | [added: )] | [added: | | 9.2 | |]
| | 2023 | | | | 6.6 | | | | 115.1 | | | | 0.0 | | | | (112.7 | ) | | | [added: 0.0 | | | |] (0.1 | ) | | | 8.9 | |
| Sales Returns and Allowances | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | |]
| | [removed: 2024] [added: 2024] | | | [removed: $] | [removed: 35.0] [added: 35.0] | | | [removed: $] | [removed: 107.4] [added: 107.4] | | | [removed: $] | [removed: 0.0] [added: 0.0] | | | [removed: $] | [removed: (116.4] [added: (116.4] | [removed: )] [added: )] | | [removed: $] | [removed: (0.1] [added: 0.0] | [removed: )] | | [removed: $] | [removed: 25.9] [added: (0.1] | [added: )] | [added: | | 25.9 | |]
| | 2023 | | | | 34.8 | | | | 128.9 | | | | 0.0 | | | | (128.7 | ) | | | 0.0 | | | | [added: 0.0 | | | |] 35.0 | |
| Inventory Reserves | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | |]
| | [removed: 2024] [added: 2024] | | | [removed: $] | [removed: 52.5] [added: 52.5] | | | [removed: $] | [removed: 26.1] [added: 26.1] | | | [removed: $] | [removed: 0.0] [added: 0.0] | | | [removed: $] | [removed: (32.6] [added: (32.6] | [removed: )] [added: )] | | [removed: $] | [removed: (0.8] [added: 0.0] | [removed: )] | | [removed: $] | [removed: 45.2] [added: (0.8] | [added: )] | [added: | | 45.2 | |]
| | 2023 | | | | 46.0 | | | | 40.5 | | | | 0.0 | | | | (34.5 | ) | | | [added: 0.0 | | | |] 0.5 | | | | 52.5 | |
| | *By:* | | */s/ Richard A. Dierker* |
| | | | RICHARD A. DIERKER |
| Richard A. Dierker | | | | |
| */s/ Ravichandra K. Saligram* | | Chairman of the Board | | February 12, 2026 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2025 | | | $ | 5.1 | | | $ | 0.6 | | | $ | 0.0 | | | $ | (2.1 | ) | | $ | 0.0 | | | $ | 0.1 | | | $ | 3.7 | |
| | 2025 | | | $ | 9.2 | | | $ | 124.6 | | | $ | 0.0 | | | $ | (125.4 | ) | | $ | 0.0 | | | $ | 0.1 | | | $ | 8.5 | |
| | 2025 | | | $ | 25.9 | | | $ | 111.8 | | | $ | 0.0 | | | $ | (111.0 | ) | | $ | 0.0 | | | $ | 0.1 | | | $ | 26.8 | |
| | 2025 | | | $ | 45.2 | | | $ | 24.0 | | | $ | 0.0 | | | $ | (30.7 | ) | | $ | (6.0 | ) | | $ | 1.0 | | | $ | 33.5 | |
| | *By:* | | */s/ Matthew T. Farrell* |
| | | | MATTHEW T. FARRELL |
| Matthew T. Farrell | | | | |
| */s/ Ravichandra K. Saligram* | | Director | | February 13, 2025 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2022 | | | | 5.5 | | | | 0.4 | | | | 0.0 | | | | (2.4 | ) | | | 0.0 | | | | 3.5 | |
| | 2022 | | | | 5.9 | | | | 106.0 | | | | 0.0 | | | | (105.2 | ) | | | (0.1 | ) | | | 6.6 | |
| | 2022 | | | | 32.4 | | | | 128.5 | | | | 0.0 | | | | (126.0 | ) | | | (0.1 | ) | | | 34.8 | |
| | 2022 | | | | 36.2 | | | | 48.1 | | | | 0.0 | | | | (37.7 | ) | | | (0.6 | ) | | | 46.0 | |