Church & Dwight 10-Q 2026-06-30

Filed 2026-07-31. 6 sections, 131K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ende****d June 30, 2026

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-10585

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CHURCH & DWIGHT CO., INC.

(Exact name of registrant as specified in its charter)

Delaware13-4996950
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

500 Charles Ewing Boulevard**,** Ewing**,** NJ 08628

(Address of principal executive offices)

Registrant’s telephone number, including area code: (609) 806-1200

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $1 par valueCHDNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 29, 2026, there were 237,203,907 shares of Common Stock outstanding.

TABLE OF CONTENTS

PART I

ItemPage
1.Financial Statements3
2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24
3.Quantitative and Qualitative Disclosures about Market Risk32
4.Controls and Procedures33

PART II

1.Legal Proceedings34
1A.Risk Factors34
2.Unregistered Sales of Equity Securities and Use of Proceeds34
5.Other Information35
6.Exhibits36

PART I – FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In millions, except per share data)

Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2026202520262025
Net Sales$1,530.0$1,506.3$2,999.3$2,973.4
Cost of sales836.1859.31,624.01,666.8
Gross Profit693.9647.01,375.31,306.6
Marketing expenses165.3157.1304.7293.7
Selling, general and administrative expenses252.2228.2503.2455.9
Income from Operations276.4261.7567.4557.0
Equity in earnings of affiliates2.72.85.04.4
Interest income1.49.23.918.5
Interest expense**(**24.2)(23.5)**(**48.2)(46.8)
Other income (expense), net**(**0.4)0.30.4(0.5)
Income before Income Taxes255.9250.5528.5532.6
Income taxes53.159.5109.4121.5
Net Income$202.8$191.0$419.1$411.1
Weighted average shares outstanding - Basic236.7244.7236.6245.2
Weighted average shares outstanding - Diluted238.2246.4238.2247.2
Net income per share - Basic$0.86$0.78$1.77$1.68
Net income per share - Diluted$0.85$0.78$1.76$1.66
Cash dividends per share$0.31$0.30$0.62$0.59

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2026202520262025
Net Income$202.8$191.0$419.1$411.1
Other comprehensive income, net of tax:
Foreign exchange translation adjustments0.016.9**(**4.5)23.2
Defined benefit plan adjustments gain (loss)0.00.0**(**0.4)0.4
Income (loss) from derivative agreements2.1(9.2)10.3(11.1)
Other comprehensive income2.17.75.412.5
Comprehensive income$204.9$198.7$424.5$423.6

See Notes to Condensed Consolidated Financial Statements (Unaudited).

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except share and per share data)

June 30,December 31,
20262025
Assets
Current Assets
Cash and cash equivalents$254.8$409.0
Accounts receivable, less allowances of $2.6 and $3.7596.8593.4
Inventories601.9534.8
Other current assets68.259.8
Total Current Assets1,521.71,597.0
Property, Plant and Equipment, Net826.5822.8
Equity Investment in Affiliates12.110.3
Trade Names and Other Intangibles, Net3,743.13,511.5
Goodwill2,649.92,627.5
Other Assets352.4343.3
Total Assets$9,105.7$8,912.4
Liabilities and Stockholders' Equity
Current Liabilities
Short-term borrowings$49.9$0.0
Accounts payable775.9732.4
Accrued expenses and other liabilities481.9583.0
Business acquisition and divestiture liabilities14.6178.9
Income taxes payable4.93.4
Total Current Liabilities1,327.21,497.7
Long-term Debt2,206.32,205.1
Deferred Income Taxes894.1886.9
Deferred and Other Long-term Liabilities330.3320.5
Total Liabilities4,757.94,910.2
Commitments and Contingencies
Stockholders' Equity
Preferred Stock, $1.00 par value, Authorized 2,500,000 shares; none issued0.00.0
Common Stock, $1.00 par value, Authorized 600,000,000 shares and 293,709,982 shares issued as of June 30, 2026 and December 31, 2025293.7293.7
Additional paid-in capital676.9625.1
Retained earnings7,040.36,768.2
Accumulated other comprehensive loss**(**14.5)(19.9)
Common stock in treasury, at cost: 56,573,080 shares as of June 30, 2026 and 57,156,105 shares as of December 31, 2025**(**3,648.6)(3,664.9)
Total Stockholders' Equity4,347.84,002.2
Total Liabilities and Stockholders' Equity$9,105.7$8,912.4

See Notes to Condensed Consolidated Financial Statements (Unaudited).

CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(In millions)

Six Months Ended
June 30,June 30,
20262025
Cash Flow From Operating Activities
Net Income$419.1$411.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense43.645.1
Amortization expense83.672.4
Deferred income taxes4.4

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the Company’s financial condition and results of operations should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 12, 2026, and the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q.

Overview

We develop, manufacture and market a broad range of consumer household and personal care products and specialty products focused on animal nutrition, chemicals and commercial products. 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; BATISTE® dry shampoo; WATERPIK® water flossers; THERABREATH® oral care products; HERO® acne treatment products; TOUCHLAND® hand sanitizers; TROJAN® condoms, lubricants and vibrators; FIRST RESPONSE® home pregnancy and ovulation test kits; NAIR® depilatories; ORAJEL® oral analgesic; XTRA® laundry detergent; ZICAM® cold shortening and relief products and MISS MOUTH'S® stain removers. Seven of those brands are designated as "power brands" because they compete in large categories, and we believe they have the potential for significant global expansion. Those seven brands are ARM & HAMMER®; OXICLEAN®; BATISTE®; WATERPIK®; THERABREATH®; HERO® and TOUCHLAND® and represent approximately 70% of our net sales and profits.

We sell our consumer products under a variety of brands through a broad distribution platform that includes supermarkets, mass merchandisers, wholesale clubs, drugstores, convenience stores, home stores, dollar and other discount stores, pet and other specialty stores and websites and other e-commerce channels, all of which sell our products to consumers. We sell our specialty products to industrial customers, livestock producers and through distributors.

We operate in three principal segments: Consumer Domestic, Consumer International, and our Specialty Products Division (“SPD”).

Recent Developments

Global Economic Conditions and Trade Policies

We have experienced higher manufacturing costs and economic uncertainty 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 exiting certain business lines, shifting production and relocating manufacturing operations, finding alternative sources of supply, selectively increasing prices, adjusting inventories, seeking exemptions with respect to tariffs, and most notably ceasing the import of substantially all Waterpik flossers and certain other products from China into the U.S. 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.

Middle East Conflict

The ongoing geopolitical conflict in the Middle East has disrupted global shipping routes, including the Strait of Hormuz and surrounding waterways, resulting in incremental inflationary pressure on certain commodities and transportation costs, as well as increased volatility in logistics and supply chain planning. While the situation remains fluid and unpredictable, we have implemented mitigation measures, including supplier diversification, alternative routing and incremental productivity programs. Based on current conditions, we believe we can mitigate a significant portion of these transitory impacts in 2026.

U.S. Tariffs

On February 20, 2026, the U.S. Supreme Court ruled that the tariffs imposed under the International Emergency Economic Powers Act (IEEPA) were unlawful but did not establish a process for issuing refunds. U.S. Customs and Border Protection (“CBP”) launched its program to administer phase I and phase II refund requests in April 2026 and June 2026, respectively. A process to administer refund requests for phase III has not been established. We have paid approximately $23.0 in IEEPA tariffs, and have not yet recognized any recovery in our consolidated financial statements as of June 30, 2026. However, we are entitled to approximately $15.0 in phase II refunds that we expect to receive in the second half of 2026 with the remaining amount being phase III. The Company will invest these proceeds in consumer-facing activities and to offset inflationary pressures.

Miss Mouth's Acquisition

On May 28, 2026, we completed the acquisition of the Miss Mouth's Messy Eater® brand ("Miss Mouth's"). We paid $300.0 cash at closing and deferred payment of $25.0 of the purchase price with $15.0 expected to be paid later in 2026 related to required post-closing activities of the Seller. The remaining amount relates to certain indemnity obligations with, $4.0 payable in the second quarter of 2029, and $6.0 payable in the second quarter of 2031. The Miss Mouth's acquisition was financed with cash on hand and commercial paper borrowings and is managed in the Consumer Domestic segment. Miss Mouth's annual net sales for the year ended December 31, 2025 were approximately $80.0.

Other

For additional discussion, please refer to Item 1A, Risk Factors, and Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K.

Results of Operations

Consolidated results

Three Months EndedChange vs.Three Months Ended
June 30, 2026Prior YearJune 30, 2025
Net Sales$1,530.01.6%$1,506.3
Gross Profit$693.97.2%$647.0
Gross Margin45.4%240 basis points43.0%
Marketing Expenses$165.35.2%$157.1
Percent of Net Sales10.8%40 basis points10.4%
Selling, General & Administrative Expenses$252.210.5%$228.2
Percent of Net Sales16.5%140 basis points15.1%
Income from Operations$276.45.6%$261.7
Operating Margin18.1%60 basis points17.5%
Net income per share - Diluted$0.859.0%$0.78
Six Months EndedChange vs.Six Months Ended
June 30, 2026Prior YearJune 30, 2025
Net Sales$2,999.30.9%$2,973.4
Gross Profit$1,375.35.3%$1,306.6
Gross Margin45.9%200 basis points43.9%
Marketing Expenses$304.73.7%$293.7
Percent of Net Sales10.2%30 basis points9.9%
Selling, General & Administrative Expenses$503.210.4%$455.9
Percent of Net Sales16.8%150 basis points15.3%
Income from Operations$567.41.9%$557.0
Operating Margin18.9%20 basis points18.7%
Net income per share - Diluted$1.766.0%$1.66

Net Sales

Net sales for the quarter ended June 30, 2026 were $1,530.0, an increase of $23.7 or 1.6% as compared to the same period in 2025. Net sales for the six months ended June 30, 2026 were $2,999.3, an increase of $25.9 or 0.9% over the comparable six month period of 2025. The components of the net sales increase are as follows:

Three Months EndedSix Months Ended
June 30,June 30,
Net Sales - Consolidated20262026
Product volumes sold(1)4.3%4.8%
Pricing/Product mix(2)1.5%0.6%
Foreign exchange rate fluctuations0.4%0.7%
Exit of product lines(3)(7.4%)(7.6%)
Acquisitions(4)2.8%2.4%
Net Sales increase1.6%0.9%

(1)

For the three and six months ended June 30, 2026, the volume change reflects increased product unit sales in all three segments.

(2)

For the three and six months ended June 30, 2026, price/mix was favorable in all three segments.

(3)

In the fourth quarter of 2025, we divested the VMS business. In the second quarter of 2025, we announced that we were exiting the Flawless, Spinbrush, and Waterpik showerhead businesses. The business exits were completed by the end of 2025.

(4)

In the second quarter of 2026, we completed the acquisition of Miss Mouth's. In the third quarter of 2025, we completed the acquisition of Touchland.

Gross Profit / Gross Margin

Our gross profit was $693.9 for the three months ended June 30, 2026, a $46.9 increase as compared to the same period in 2025. Gross margin increased 240 basis points (“bps”) in the second quarter of 2026 compared to the same period in 2025. Excluding one-time costs associated with exiting the Flawless, Spinbrush, and Waterpik showerheads businesses in the prior year, gross margin increased 40 bps which includes favorable volume and mix of 180 bps, the impact of productivity programs of 150 bps, the mix benefits of acquisitions combined with the favorable impact of business exits of 110 bps, partially offset by the impact of higher manufacturing and logistics costs of 400 bps (including labor, commodities, tariffs and transportation costs).

Gross profit was $1,375.3 for the six months ended June 30, 2026, a $68.7 increase compared to the same period in 2025. Gross margin increased 200 bps in the first six months of 2026 compared to the same period in 2025. Excluding one-time costs associated with exiting the Flawless, Spinbrush, and Waterpik showerheads businesses in the prior year, gross margin increased 100 bps which includes the impact of productivity programs of 160 bps, favorable volume and mix of 120 bps, benefits of the Touchland acquisition combined with the favorable impact of business exits of 110 bps, partially offset by the impact of higher manufacturing and logistics costs of 290 bps (including labor, commodities, tariffs and transportation costs).

Operating Expenses

Marketing expenses for the three months ended June 30, 2026 were $165.3, an increase of $8.2 or 5.2% as compared to the same period in 2025. Marketing expenses as a percentage of net sales in the second quarter of 2026 increased by 40 bps to 10.8% compared to 10.4% in the same period in 2025 due to 60 bps on higher expense from increased investment in our brands and new products, supporting our innovation initiatives and organic growth, offset by 20 bps of leverage on higher net sales. Marketing expenses for the six months ended June 30, 2026 were $304.7, an increase of $11.0 or 3.7% as compared to the same period in 2025. Marketing expenses as a percentage of net sales for the first six months of 2026 increased by 30 bps to 10.2% as compared to 9.9% in the same period in 2025 due to 40 bps on higher expense from increased investment in our brands and new products, supporting our innovation initiatives and organic growth, offset by 10 bps of leverage on higher net sales.

SG&A expenses were $252.2 in the second quarter of 2026, an increase of $24.0 or 10.5% as compared to the same period in 2025. SG&A as a percentage of net sales increased 140 bps to 16.5% in the second quarter of 2026 as compared to 15.1% in the same period in 2025. The increase reflects 160 bps of acquisition-related expenses from the Touchland and Miss Mouth's acquisitions and focused investments in new growth initiatives, e-commerce and our international business, offset by 20 bps of leverage associated with higher sales. SG&A expenses for the first six months of 2026 were $503.2, an increase of $47.3 or 10.4% as compared to the same period in 2025. SG&A as a percentage of net sales increased 150 bps to 16.8% in the first six months of 2026 compared to 15.3% in 2025. The increase reflects 160 bps of acquisition-related expenses from the Touchland and Miss Mouth's acquisitions and focused investments in new growth initiatives, e-commerce and our international business, offset by 10 bps of leverage associated with higher sales.

Income from Operations

Operating margin increased 60 basis points to 18.1% for the three months ended June 30, 2026, as compared to 17.5% in the same period in 2025. Operating margin increased 20 basis points to 18.9% for the six months ended June 30, 2026, as compared to 18.7% in the same period in 2025.

Nonoperating Expenses

Interest income for the three and six months ended June 30, 2026 decreased $7.8 and $14.6 to $1.4 and $3.9 as compared to the same period in 2025 due to lower investment income from lower average cash balances.

Interest expense for the three and six months ended June 30, 2026 increased $0.7 and $1.4 to $24.2 and $48.2 respectively, as compared to the same period in 2025.

Other income (expense) was nominal for the three and six months ended June 30, 2026 and 2025.

Income Taxes

The effective tax rate for the three months ended June 30, 2026 was 20.8%, compared to 23.8% in the same period in 2025. The effective tax rate for the six months ended June 30, 2026 was 20.7%, compared to 22.8% in the same period in 2025. The decrease for both the three and six month periods was primarily due to our continued tax planning initiatives.

Diluted EPS

We reported diluted net earnings per share for the three months ended June 30, 2026 of $0.85, an increase of approximately 9.0% from diluted net earnings per share of $0.78 for the three months ended June 30, 2025. We reported diluted net earnings per share for the six months ended June 30, 2026 of $1.76, an increase of approximately 6.0% from diluted net earnings per share of $1.66 for the six months ended June 30, 2025. Diluted net earnings per share for three and six months ended June 30, 2025 include charges related to exiting the Flawless, Spinbrush and Waterpik showerhead businesses.

Segment results

We operate three reportable segments: Consumer Domestic, Consumer International and SPD. These segments are determined based on differences in the nature of products and organizational structure.

SegmentProducts
Consumer DomesticHousehold and personal care products
Consumer InternationalPrimarily personal care products
SPDSpecialty products

Segment net sales and income from operations for the three and six months ended June 30, 2026 and June 30, 2025 are as follows. In 2025, we exited the VMS, Flawless, Spinbrush and Waterpik showerhead businesses.

ConsumerConsumer
DomesticInternationalSPDTotal
Net Sales
Second Quarter 2026$1,155.8$297.5$76.7$1,530.0
Second Quarter 20251,154.1277.674.61,506.3
First Six Months of 2026$2,273.5$571.4$154.4$2,999.3
First Six Months of 20252,283.9539.5150.02,973.4
Income from Operations
Second Quarter 2026$223.4$41.6$11.4$276.4
Second Quarter 2025217.432.411.9261.7
First Six Months of 2026$463.6$81.5$22.3$567.4
First Six Months of 2025462.270.124.7557.0

Product line revenues from external customers are as follows:

Three Months EndedSix Months Ended
June 30,June 30,June 30,June 30,
2026202520262025
Household Products$662.0$650.0$1,303.6$1,264.9
Personal Care Products493.8504.1969.91,019.0
Total Consumer Domestic1,155.81,154.12,273.52,283.9
Total Consumer International297.5277.6571.4539.5
Total SPD76.774.6154.4150.0
Total Consolidated Net Sales$1,530.0$1,506.3$2,999.3$2,973.4

Household Products include laundry, deodorizing, and cleaning products. Personal Care Products include condoms, pregnancy kits, oral care products, skin and hair care products, and cold and remedy products.

Consumer Domestic

Consumer Domestic net sales in the second quarter of 2026 were $1,155.8, an increase of $1.7 or 0.1% as compared to the same period in 2025. Consumer Domestic net sales for the six months ended June 30, 2026 were $2,273.5, a decrease of $10.4 or 0.5% as compared to the same period in 2025. The components of the net sales change were as follows:

Three Months EndedSix Months Ended
June 30,June 30,
Net Sales - Consumer Domestic20262026
Product volumes sold3.6%4.6%
Pricing/Product mix1.5%0.7%
Exit of product lines (1)(8.4%)(8.7%)
Acquisitions(2)3.4%2.9%
Net Sales increase(decrease)0.1%(0.5)%

(1)

In the fourth quarter of 2025, we divested the VMS business. In the second quarter of 2025, we announced that we were exiting the Flawless, Spinbrush, and Waterpik showerheads businesses. The business exits were completed by the end of 2025.

(2)

The Miss Mouth's acquisition is included in our results since May 28, 2026, the date of acquisition. The Touchland acquisition is included in our results since July 16, 2025, the date of acquisition.

Net sales excluding business exits and the acquisitions of Touchland and Miss Mouth's increased for the three months ended June 30, 2026, reflecting growth from THERABREATH® mouth wash and toothpaste, HERO® acne treatment products, ARM & HAMMER® Cat Litter, and ZICAM® cold shortening and relief products. Net sales excluding business exits and the acquisitions of Touchland and Miss Mouth's, increased for the six months ended June 30, 2026, reflecting growth from THERABREATH® mouth wash and toothpaste, ARM & HAMMER® Cat Litter, HERO® acne treatment products, and ZICAM® cold shortening and relief products.

Consumer Domestic income from operations for the second quarter of 2026 was $223.4, an increase of $6.0 as compared to the second quarter of 2025. The prior year included one-time costs associated with exiting the Flawless, Spinbrush, and Waterpik showerheads businesses of $47.2. In the current year, strong organic sales growth across household and personal care, plus sales volume from the Touchland and Miss Mouth's acquisitions, partially offset by the sales impact from the exited businesses, contributed $21.5. Consumer Domestic also realized the benefit of productivity programs of $19.5 and favorable price/mix of $14.5. These benefits were partially offset by inflation, including Middle East conflict-related commodity and transportation costs of $56.4, as well as higher SG&A expenses of $37.7 reflecting acquisition-related costs from Touchland and Miss Mouth's and higher marketing expenses of $3.0.

Consumer Domestic income from operations for the six-month period ended June 30, 2026, was $463.6, a $1.4 increase as compared to the first six months of 2025. The prior year included costs associated with exiting the Flawless, Spinbrush, and Waterpik showerheads businesses of $47.2. In the current year, the increase was impacted by higher sales volumes, including the Touchland and Miss Mouth's acquisitions of $38.8, the benefit of productivity programs of $38.6, favorable price/mix of $14.3 and lower marketing expenses of $0.7, partially offset by inflation, including Middle East conflict-related commodity and transportation costs of $85.7 and higher SG&A expenses of $52.9 reflecting acquisition-related costs from Touchland and Miss Mouth's.

Consumer International

Consumer International net sales were $297.5 in the second quarter of 2026, an increase of $19.9 or 7.2% as compared to the same period in 2025. Consumer International net sales in the first six months of 2026 were $571.4, an increase of $31.9 or 5.9% as compared to the same period in 2025. The components of the net sales change were as follows:

Three Months EndedSix Months Ended
June 30,June 30,
Net Sales - Consumer International20262026
Product volumes sold7.3%6.4%
Pricing/Product mix1.8%0.1%
Foreign exchange rate fluctuations2.1%3.8%
Exit of product lines (1)(5.0%)(5.4%)
Acquisitions(2)1.0%1.0%
Net Sales increase7.2%5.9%

(1)

In the fourth quarter of 2025, we divested the VMS business. In the second quarter of 2025, we announced that we were exiting the Flawless, Spinbrush, and Waterpik showerheads businesses. The business exits were completed by the end of 2025.

(2)

The Touchland acquisition is included in our results since July 16, 2025, the date of acquisition.

Net sales excluding business exits, the acquisition of Touchland and changes in foreign exchange rates increased in the second quarter ended June 30, 2026. The increase was primarily driven by THERABREATH® mouth wash and HERO® acne treatment products in the Global Markets Group ("GMG") and the subsidiary markets, BATISTE® dry shampoo in GMG, Europe, and Canada, and STERIMAR® nasal congestion relief in GMG. Net sales excluding business exits, the acquisition of Touchland and changes in foreign exchange rates increased in the six months ended June 30, 2026. The increase was primarily driven by THERABREATH® mouth wash, BATISTE® dry shampoo and HERO® acne treatment products in the Global Markets Group, and HERO® acne treatment products and BATISTE® dry shampoo in the UK, Germany, and Canada.

Consumer International income from operations was $41.6 in the second quarter of 2026, an increase of $9.2 as compared to the second quarter of 2025. The prior year included costs associated with exiting the Flawless, Spinbrush, and Waterpik showerheads businesses of $3.8. In the current year, Consumer International income from operations benefited from strong organic sales growth across the portfolio, plus sales volume from the Touchland acquisition. Partially offsetting these volume benefits is the sales impact from the exited businesses. In total, increased sales volumes and changes in mix, primarily from the exited businesses, resulted in a net benefit of $8.7. Consumer International also experienced favorable price/mix of $8.9 and favorable foreign exchange rates of $1.9. These benefits were partially offset by higher SG&A expenses of $7.0 reflecting acquisition-related costs from Touchland, higher marketing expenses of $5.4 to support growth, and higher manufacturing and distribution expenses of $2.2.

Consumer International income from operations for the first six months of 2026 was $81.5, an $11.4 increase as compared to the same period in 2025. The prior year included costs associated with exiting the Flawless, Spinbrush, and Waterpik showerheads businesses of $3.8. In the current year, the increase is due primarily to the impact of strong organic sales volumes across the portfolio, plus sales volume from the Touchland acquisition of $15.1, favorable foreign exchange rates of $9.5, a favorable price/mix of $5.6 and lower manufacturing and distribution expenses of $3.3, partially offset by higher SG&A expenses of $14.3 reflecting acquisition-related costs from Touchland, and higher marketing expenses of $11.8 to support growth.

Specialty Products (“SPD”)

SPD net sales were $76.7 in the second quarter of 2026, an increase of $2.1 or 2.8% as compared to the same period in 2025. SPD net sales were $154.4 for the first six months of 2026, an increase of $4.4, or 2.9% as compared to the same period in 2025. The components of the net sales change were as follows:

Three Months EndedSix Months Ended
June 30,June 30,
Net Sales - SPD20262026
Product volumes sold1.3%1.7%
Pricing/Product mix1.5%1.2%
Net Sales increase2.8%2.9%

Net sales increased in the three and six months ended June 30, 2026 primarily due to growth in our sodium bicarbonate and animal nutrition businesses.

SPD income from operations was $11.4 in the second quarter of 2026, a decrease of $0.5 compared to the second quarter of 2025 due to unfavorable manufacturing costs of $2.3 and higher SG&A expenses of $1.4, partially offset by higher sales volumes of $1.7, favorable price/mix of $1.1, and lower marketing expenses of $0.2. SPD income from operations was $22.3 in the first six months of 2026, a decrease of $2.4 as compared to the same period in 2025 due to higher SG&A expenses of $3.7 and unfavorable manufacturing costs of $3.4, partially offset by higher sales volumes of $2.2, favorable price/mix of $1.9, and lower marketing expenses of $0.5.

Equity in Earnings of Affiliates

Equity in earnings of affiliates represents the results of Armand in the three and six months ended June 30, 2026 and 2025.

Liquidity and Capital Resources

On July 17, 2025, the Company entered into a new unsecured revolving Credit Agreement (the “Credit Agreement”). The Credit Agreement replaced the Company’s prior $1,500.0 unsecured revolving credit facility that was entered into on June 16, 2022. The aggregate commitments of the lenders under the Credit Agreement are $2,000.0, with an option to increase such commitments to $2,750.0. The revolving credit facility matures on July 17, 2030, unless extended. Borrowings under the Credit Agreement are available for general corporate purposes and are used to support our $2,000.0 commercial paper program.

As of June 30, 2026, we had $254.8 in cash and cash equivalents, and approximately $1,943.0 available through our revolving credit facility and our commercial paper program. To preserve our liquidity, we invest cash primarily in government money market funds, prime money market funds, short-term commercial paper and short-term bank deposits.

The current economic environment presents risks that could have adverse consequences for our liquidity. See “Our operating results have been, and could be in the future, adversely affected by natural disasters, public health crises, political crises, or other catastrophic events, or unfavorable worldwide, regional and local economic and financial market conditions” under “Risk Factors” in Item 1A of the Form 10-K. We continue to manage all aspects of our business including, but not limited to, monitoring the financial health of our customers, suppliers and other third-party relationships, implementing gross margin enhancement strategies and developing new opportunities for growth. We do not anticipate that current economic conditions will adversely affect our ability to comply with the financial covenant in the Credit Agreement because we currently are, and anticipate that we will continue to be, in compliance with the maximum leverage ratio requirement under the Credit Agreement.

On October 28, 2021, the Board authorized the Company’s share repurchase program, under which we may repurchase up to $1,000.0 in shares of Common Stock (the “2021 Share Repurchase Program”). The 2021 Share Repurchase Program does not have an expiration and replaced the 2017 Share Repurchase Program.

The 2021 Share Repurchase Program did not modify our evergreen share repurchase program, authorized by the Board on January 29, 2014, under which we may repurchase, from time to time, Common Stock to reduce or eliminate dilution associated with issuances of Common Stock under our incentive plans.

We have $228.9 of share repurchase availability under the 2021 Share Repurchase Program as of June 30, 2026.

On January 28, 2026, the Board declared a 4.2% increase in the regular quarterly dividend from $0.295 to $0.3075 per share (equivalent to an annual dividend of $1.23 per share) payable to stockholders of record as of February 13, 2026. The increase raises the annualized dividend payout from $287.0 to approximately $291.0.

We anticipate that our cash from operations, together with our current borrowing capacity, will be sufficient to fund our share repurchase programs to the extent implemented by management, pay debt and interest as it comes due, pay dividends at the latest approved rate, and meet our capital expenditure program costs, which are expected to be approximately $130.0 in 2026 including manufacturing capacity investments for THERABREATH® and Sterimar and an enterprise resource planning (ERP) project. Cash, together with our current borrowing capacity, may be used for acquisitions that would complement our existing product lines or geographic markets.

Cash Flow Analysis

Six Months Ended
June 30,June 30,
20262025
Net cash provided by operating activities$461.6$416.5
Net cash used in investing activities$(361.9)$(39.6)
Net cash used in financing activities$(251.7)$(426.8)

Net Cash Provided by Operating Activities – Our primary source of liquidity is the cash flow provided by operating activities, which is dependent on net income and changes in working capital. Our net cash provided by operating activities in the six months ended June 30, 2026 increased by $45.1 to $461.6 as compared to $416.5 in the same period in 2025 due to a decrease in working capital and an increase in cash earnings (net income adjusted for non-cash items). The decrease in working capital is primarily related to higher accounts payable as we extend payment terms with certain vendors, partially offset by higher inventory purchases to support growth. We measure working capital effectiveness based on our cash conversion cycle. The following table presents our cash conversion cycle information for the quarters ended June 30, 2026 and 2025:

Quarter ended as of
June 30, 2026June 30, 2025**(1)**Change
Days of sales outstanding in accounts receivable ("DSO")3536(1)
Days of inventory outstanding ("DIO")6369(6)
Days of accounts payable outstanding ("DPO")(81)(77)(4)
Cash conversion cycle1728(11)

(1)

The June 30, 2025 cash conversion cycle calculation was revised to reflect a quarter-to-quarter four-period average method.

The cash conversion cycle (defined as the sum of DSO and DIO less DPO) is calculated using a quarter-to-quarter four-period average method. The decrease in DIO is primarily attributable to enhanced inventory management initiatives. The increase in DPO is primarily related to extending payment terms with certain vendors. We continue to focus on reducing our working capital requirements.

Net Cash Used in Investing Activities – Net cash used in investing activities during the first six months of 2026 was $361.9, primarily reflecting $300.0 for the Miss Mouth's acquisition and $61.8 for additions to property, plant, and equipment. Net cash used in investing activities during the first six months of 2025 was $39.6, primarily reflecting $39.0 for property, plant and equipment additions.

Net Cash Used in Financing Activities – Net cash used in financing activities during the first six months of 2026 was $251.7, primarily attributable to $180.5 of business acquisition liability payments and $145.8 of cash dividend payments, partially offset by $49.9 of net commercial paper borrowings and $30.8 of proceeds from stock option exercises. Net cash used in financing activities during the first six months of 2025 was $426.8, reflecting $300.0 of share repurchases, $145.0 of cash dividend payments and $5.9 related to the payment of a business acquisition liability, partially offset by $26.6 of proceeds from stock option exercises.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Market risk

For quantitative and qualitative disclosures about market risk affecting the Company, see “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of Part II in the Form 10-K. There have been no material changes in the Company's market-risk exposures since December 31, 2025.

Item 4. CONTROLS AND PROCEDURES

a) Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) at the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this report, are effective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission (the “Commission”), and (ii) accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding the disclosure.

b) Change in Internal Control over Financial Reporting

During the quarter ended June 30, 2026, we completed the implementation of a new enterprise resource planning system ("ERP") in North America.

Inclusive of the ERP implementation noted above, there were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurring during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION

This report contains forward-looking statements, including, among others, statements relating to net sales and earnings growth; the impact of tariffs; 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 impact of acquisitions; and capital expenditures. Other forward-looking statements in this report may be identified by the use of such terms as “may,” “could,” “expect,” “intend,” “believe,” “plan,” “estimate,”“ outlook,” “forecast,” “project,” “anticipate,” “to be,” “to make” or other comparable terms. These statements represent the intentions, plans, expectations and beliefs of the Company, and are based on assumptions that the Company believes are reasonable but may prove to be incorrect. In addition, these statements are subject to risks, uncertainties and other factors, many of which are outside the Company’s control and could cause actual results to differ materially from such forward-looking statements. 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 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 and conflict 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, conflict in the Middle 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 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; 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; the Company’s ability to complete the 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.

The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the United States federal securities laws. You are advised, however, to consult any further disclosures the Company makes on related subjects in its filings with the Commission.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

General

The Company, in the ordinary course of its business, is the subject of, or party to, various pending or threatened legal actions, government investigations and proceedings from time to time, including, without limitation, those relating to commercial transactions, product liability, purported consumer class actions, employment matters, antitrust, environmental, health, safety and other compliance related matters. Such proceedings are subject to many uncertainties and the outcome of certain pending or threatened legal actions may not be reasonably predictable and any related damages may not be estimable. Certain legal actions could result in an adverse outcome for us, and any such adverse outcome could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Item 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A, “Risk Factors” in the Form 10-K, which could materially affect the Company’s business, financial condition or future results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company repurchases shares of its Common Stock from time to time pursuant to its publicly announced share repurchase programs.

During the second quarter of 2026, the Company did not repurchase any shares of Common Stock pursuant to its share repurchase programs. The following table contains information for shares repurchased during the second quarter of 2026, all of which consisted solely of shares of Common Stock withheld by the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock.

There remains $228.9 of share repurchase availability under the 2021 Share Repurchase Program as of June 30, 2026.

PeriodTotal Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under All Programs
4/1/2026 to 4/30/2026-$--$228,905,959
5/1/2026 to 5/31/2026---$228,905,959
6/1/2026 to 6/30/20266,64695.73-$228,905,959
Total6,646$95.73-

ITE****M 5. OTHER INFORMATION

Securities Trading Plans of Directors and Executive Officers

During the three months ended June 30, 2026, none of our directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of the Company's securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(a) of Regulation S-K).

ITE****M 6. EXHIBITS

Exhibit Index

(3.1)Amended and Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q filed on July 31, 2020.
(3.2)Amendment to the Company’s Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed on April 30, 2021.
(3.3)Amendment to the Company’s Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed on May 6, 2024.
(3.4)By-laws of the Company, amended and restated as of April 27, 2023, incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed on April 28, 2023.
(10.1)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 April 4, 2026, incorporated by reference to Exhibit 10.1 to the Company’s quarterly report on Form 10-Q filed on May1, 2026.
(31.1)Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act.
(31.2)Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(a) under the Securities Exchange Act.
(32.1)Certification of the Chief Executive Officer of the Company pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.
(32.2)Certification of the Chief Financial Officer of the Company pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.
(101.INS)Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
(101.SCH)Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
(104)Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Indicates documents filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CHURCH & DWIGHT CO., INC.
(REGISTRANT)
DATE:July 31, 2026/s/ Lee B. McChesney
LEE B. MCCHESNEY
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
DATE:July 31, 2026/s/ Joseph J. Longo
JOSEPH J. LONGO
VICE PRESIDENT AND
CONTROLLER
(PRINCIPAL ACCOUNTING OFFICER)