Colgate-Palmolive (CL) 10-K risk factor changes: FY2025 vs FY2024

[removed: If] [added: To the extent] any of these risks actually occur, our business, results of operations, cash flows and financial condition could be materially and adversely impacted, which might cause the value of our securities to decline.

[removed: We operate on a global basis serving consumers in more than 200 countries and territories with approximately two-thirds of our Net sales originating in markets outside the U.S.] While geographic diversity helps to reduce our exposure to risks in any one country or part of the world, it also means that we face risks associated with significant international operations, [removed: including, but not limited to:][added: including:]

- changing macroeconomic conditions in our markets, including as a result of inflationary pressure, economic slowdown or recession, [removed: the war in Ukraine, the conflict in the Middle East,] major developments in trade relations, volatile commodity prices and increases and/or volatility in the cost of raw and packaging materials, labor, energy and logistics;

- political instability or uncertainty, including as a result of elections, economic instability, geopolitical events and tensions, wars and military conflicts, such as [removed: the war] in Ukraine, the [removed: conflict in the] Middle East and [removed: tensions between China and Taiwan;][added: Venezuela;]

- changes to trade policies and agreements and other foreign or domestic legal and regulatory requirements, including those resulting in potentially adverse tax consequences or the imposition of and/or the increase in trade restrictions and/or tariffs, sanctions, price controls, labor laws, travel or immigration restrictions, profit controls or other government [removed: controls, including as a result of the war in Ukraine, conflict in the Middle East and tensions between China and Taiwan;][added: controls;]

- exchange controls and other limits on our ability to import or export raw materials or finished [removed: product,] [added: product or to repatriate cash from overseas,] including as a result of the war in [removed: Ukraine and the conflict in the Middle East, or to repatriate earnings from overseas;][added: Ukraine;]

In addition, a number of these risks [added: have adversely impacted and] may [added: continue to] adversely impact consumer [removed: confidence] [added: sentiment (including as it relates to the perception of U.S. brands internationally)] and consumption, which [removed: could] [added: has reduced and may continue to] reduce sales volumes of our products or result in a shift in our product mix from higher margin to lower margin product offerings.

[removed: andtensions] [added: We face risks resulting from political and macroeconomic instability and geopolitical events and tensions, wars and military conflicts, such as in Ukraine, the Middle East and Venezuela, which] may also heighten other risks disclosed in this Annual Report on Form 10-K, any of which could have an adverse impact on our business, results of operations, cash flows or financial condition.

The war in [removed: Ukraine] [added: Ukraine,] and the related geopolitical [removed: tensions] [added: tensions,] have had and continue to have a significant impact on our operations in Ukraine and Russia, though it has not been material to our Consolidated Financial Statements.

For the year ended December 31, [removed: 2024,] [added: 2025,] our business in the Eurasia region constituted approximately 1% of our consolidated net sales and approximately 2% of our consolidated operating profit.

We also have faced and continue to face challenges to our ability to repatriate cash from Russia and to identify [removed: banking partners] [added: financial institutions and services] to support our Russian operations and may face challenges to our ability to protect our assets in Russia.

We also continue to monitor the impact of [removed: the] sanctions, export controls and import [removed: restrictions imposed generally and in response to the war in Ukraine.][added: restrictions.]

The [removed: conflict has impacted and] [added: situation] may [removed: continue to impact, among other things,] [added: impact consumer sentiment and consumption and category growth rates in the Latin American region,] supply chain and logistics, [added: and] the availability and [removed: price] [added: cost] of raw and packaging materials and commodities, such as [removed: oil, consumer sentiment and consumption and category growth rates in the region.][added: oil.]

We face vigorous competition worldwide, including from strong local competitors (including private label competition) and from other [removed: large, multinational] companies, some of which have greater resources than we do.

In addition, the substantial growth in eCommerce [removed: has] [added: and the use of AI have] encouraged the entry of new [removed: competitors and business models.][added: competitors, some of which sell products direct-to-consumer.]

Some of our competitors may spend more aggressively on or have more effective advertising and promotional activities than we do, introduce competing products more quickly and/or respond more effectively to business and economic conditions and changing consumer preferences, including by launching innovative new [removed: products.][added: products or products with on-trend or novel ingredients.]

Our success is and will likely increasingly be dependent on our ability to [added: excel at omni-channel demand generation,] effectively leverage [added: AI, data analytics and other] existing and emerging digital [removed: technologies, such as artificial intelligence and data analytics,] [added: technologies] to gain new commercial insights and develop relevant [added: products,] marketing and advertising to reach customers and consumers.

[added: In addition, the cost of responding to such initiatives] and challenges, including management time, out-of-pocket expenses and price reductions, may affect our performance.

[removed: Increasing dependence on key retailers in developed markets, changes in the policies of our retail trade customers, the emergence of alternative retail channels and the] [added: The] rapidly changing retail landscape and changing consumer preferences may adversely affect our business.

They have [removed: used] [added: demanded] and may continue to [removed: use this leverage to] demand higher trade discounts, allowances, slotting fees, [removed: increased investment, including] [added: significant investment (including] through display media, paid search and co-op [removed: programs,] [added: programs)] or changes to product assortments, which have led to and could continue to lead to reduced sales or profitability in certain markets.

We also have been and may continue to be negatively affected by changes in the policies or practices of our [removed: retail trade] customers, such as inventory destocking, [added: automated] fulfillment requirements, [removed: technology-aided] [added: AI-aided] category pricing [removed: pressures,] [added: pressures and algorithms,] limitations on access to shelf [removed: space,] [added: space (including the digital shelf),] delisting of our [removed: products,] [added: products] or sustainability, supply chain or packaging standards or initiatives.

If we are not successful in [removed: continuing to adapt] [added: adapting] or [removed: to] effectively [removed: react] [added: reacting] to [added: the rapidly changing retail landscape,] changes in consumer [removed: behaviors,] [added: behavior,] preferences or purchasing patterns and/or [removed: changing market dynamics, including customer policies or the proliferation of eCommerce and alternative retail channels,] [added: executing] our [added: 2030 business strategy which is, in part, focused on omni-channel demand generation, our] business, results of operations, cash flows and financial condition could be adversely affected.

- obtain approvals and registrations of regulated products, including from the [removed: FDA] [added: U.S. Food] and [added: Drug Administration (the “FDA”) and] other regulatory bodies in the [removed: U.S.] [added: United States] and abroad; and

In addition, our success in launching new products is [removed: also] dependent on our ability to deliver effective and efficient marketing in an evolving media [removed: landscape (including digital),] [added: landscape,] which is subject to dynamic and increasingly restrictive privacy requirements and emerging regulations.

Our ability to launch new products, including our ability to deliver effective and efficient marketing campaigns, is also impacted by our ability to successfully adopt [removed: new technologies, such as artificial intelligence,] [added: and effectively leverage AI,] including machine learning and generative [removed: artificial intelligence.][added: AI, and other existing and emerging technologies.]

If, in the course of identifying or developing new products, we are found to have infringed the trademark, trade secret, copyright, patent or other intellectual property rights of others, [removed: directly or indirectly, through the use of third-party ideas or technologies,] such a finding could adversely affect our ability to develop innovative new products and adversely affect our business, results of operations, cash flows and financial condition.

Accordingly, we devote significant time and resources to programs designed to protect and preserve our reputation, such as our ethics and compliance, [removed: sustainability and] [added: sustainability,] social impact, brand [removed: protection and] [added: protection,] product safety, regulatory and quality initiatives and our enterprise risk management program.

Negative publicity about us, our brands, our products, our supply chain, our ingredients, our [removed: packaging,] [added: packaging or] our sustainability [removed: and] [added: or] social impact practices, or our employees, whether or not deserved, could jeopardize our reputation.

Such negative publicity could relate to, among other things, health or quality concerns, threatened or pending litigation or regulatory proceedings, animal welfare, labor and human rights and environmental impact (including responsible sourcing, deforestation, packaging, plastic, energy and water use and waste management) or [removed: our sustainability and social impact practices.][added: where we operate.]

Negative publicity, posts or comments on digital and social [removed: media,] [added: media (including those that are AI-generated),] whether true or untrue, could damage our brands and our reputation.

In addition, the legal, regulatory and ethics landscape around the use of [removed: artificial intelligence, including machine learning and generative artificial intelligence, is] [added: AI continues to] rapidly [removed: evolving.][added: evolve.]

Our ability to [removed: adapt] [added: successfully adopt] and [removed: use] [added: leverage] this emerging technology in an effective and ethical manner may impact our reputation and our ability to compete, as outputs from generative [removed: artificial intelligence] [added: AI] models could be, among other things, false, biased or inconsistent with our values or strategies.

Further, the use of generative [removed: artificial intelligence] [added: AI] tools may compromise our confidential or sensitive information or put our intellectual property at risk or subject us to claims of intellectual property infringement, which could in turn damage our reputation.

Additionally, due to the scale and scope of our business, we must rely on relationships with third parties, including our suppliers, distributors, [removed: contractors,] [added: contract manufacturers, manufacturing logistics providers,] joint venture [removed: partners and other external business] partners, [removed: for certain functions.][added: financial services providers and cloud-based service providers.]

While we have policies and procedures for managing these relationships, they inherently involve a lesser degree of control over business operations, compliance and sustainability [removed: and social impact] practices, thereby potentially increasing our reputational and legal risk.

We have taken [removed: and] [added: and,] in the future may [removed: take] [added: take,] certain actions to safeguard our reputation and uphold our ethical values, such as changes to how and where we sell, advertise and invest behind our products and operations, which could adversely affect our business, results of operations, cash flows and financial condition.

In addition, third parties sell counterfeit versions of our products, which are inferior [removed: or] [added: and] may pose safety risks.

[removed: As a result, consumers] [added: Consumers] of our brands could confuse our products with [removed: these] counterfeit products, which could cause them to refrain from purchasing our brands in the future and in turn could impair our brand equity and adversely affect our business, results of operations, cash flows and financial condition.

Successfully executing organizational change, including management transitions at leadership levels of the [removed: Company and] [added: Company,] succession plans for senior [removed: management,] [added: management and the Strategic Growth and Productivity Program,] is critical to our business success.

Further, changes in immigration laws and government policies [added: and practices and developments in trade relations] have made, in certain circumstances, and may continue to make it more difficult for us to recruit or relocate highly skilled technical, professional and management personnel to meet our business needs.

We operate on a global basis serving consumers in more than 200 countries and territories with approximately two-thirds of our Net sales originating in markets outside the United States.

Uncertainties and risks remain as to the evolving situation in Venezuela.

We have operations, including a manufacturing facility, in Venezuela; however, since December 31, 2015, the local operating results from our Venezuela operations have not been included in our Consolidated Financial Statements.

Nonetheless, the situation in Venezuela could have ramifications for our business in Venezuela and the broader Latin American region and on geopolitical relations more generally.

Major developments in trade relations, including the imposition of new or increased tariffs by the United States and/or other countries, such as China, including those threatened or imposed following the United States’ 2025 executive orders, retaliatory tariffs imposed by the United States’ trading partners or through the renegotiation of trade agreements, have contributed to and are expected to continue to contribute to inflationary pressures, geopolitical tensions, macroeconomic and market volatility and consumer uncertainty.

These developments have also impacted and may continue to impact consumer sentiment, consumption, discretionary spending and/or purchasing patterns.

In addition, they have impacted and may continue to impact the cost and/or availability of raw and packaging materials and the price of our products.

While we have made and will continue to make efforts to mitigate the impact of these and any additional tariffs imposed by the United States and/or other countries or shifts in trade agreements, they or our mitigating actions could have a material effect on our business, results of operations, cash flows and financial condition.

Our products are sold in a highly competitive global omni-channel marketplace that is increasingly defined by the integration of traditional and digital retail operations and evolving consumer purchasing behaviors and preferences, as consumers continue to shop online and increasingly through social commerce and with the assistance of AI.

The increased presence of alternative retail channels, such as subscription services and direct-to-customer businesses, has also intensified competition for consumer attention.

While we continue to sell our products to a variety of customers, including large-format retailers, discounters and eCommerce retailers, our growth is increasingly dependent on our ability to generate consumer demand across key touchpoints in the omni-channel ecosystem whether through traditional retail, eCommerce, social media or digital.

We are also increasingly dependent on certain key retailers, some of which exercise greater bargaining strength than we do, including the exclusive access to valuable first-party consumer data and analytics.

Furthermore, the consolidation of retail customers globally may further increase our concentration risk.

While we take actions to identify and remove counterfeit versions of our products from the market, these actions may not be successful.

We continue to embed new ways of working to adapt to a rapidly changing world, drive innovation and operational efficiency and adopt and leverage technologies such as AI.

For example, in the fourth quarter of 2025, we took a non-cash, aftertax impairment charge of $794 to adjust the carrying values of goodwill and intangible assets related to the skin health business.

soybeans, are subject to market price variations.

We may not realize the benefits that we expect from our Strategic Growth and Productivity Program.

Our new three-year productivity program, which we refer to as the “Strategic Growth and Productivity Program,” was approved by the Board on July 31, 2025 in an effort to drive future growth and support the Company’s 2030 strategy.

The program includes initiatives to better align our organizational structure to support our strategic initiatives, optimize our global supply chain to drive agility and efficiencies and simplify and streamline our organizational structure to reduce overhead costs.

The successful implementation of the program may present significant organizational challenges and, in some cases, may require successful negotiations with third parties, including works councils and unions.

As a result, we may not be able to realize the anticipated benefits from the Strategic Growth and Productivity Program.

Events and circumstances, such as financial or strategic difficulties, delays and unexpected costs may occur that could result in our not realizing all of the anticipated benefits or our not realizing such benefits on our expected timetable.

In addition, changes in foreign exchange rates or in tax, labor or immigration laws may result in our not achieving anticipated cost savings.

If we are unable to realize the anticipated savings of the Strategic Growth and Productivity Program, our ability to fund other initiatives and enhance profitability may be adversely affected.

Any failure to implement the Strategic Growth and Productivity Program in accordance with our expectations could adversely affect our business, results of operations, cash flows and financial condition.

For additional information regarding the Strategic Growth and Productivity Program, refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Significant Items Impacting Comparability” and “– Restructuring and Related Implementation Charges.”

In addition, certain of our stakeholders have expressed negative sentiment regarding corporate sustainability initiatives.

Our practices and efforts in this area may not align with the expectations of all stakeholders, which could negatively affect our relationships with certain stakeholders.

Furthermore, our activities in this area could expose us to increased regulatory or legal scrutiny, potential product boycotts or other actions that may harm our reputation or adversely affect our reputation, business, results of operations, cash flows and financial condition.

For example, regulatory authorities globally are increasingly reviewing ingredients or other substances in consumer products, such as fluoride, titanium dioxide, synthetic colors and per- and polyfluoroalkyl (PFAS).

Regardless of their merit, these claims can require significant time and expense to investigate and defend, and since litigation, particularly product liability and consumer class action litigation in the United States, is inherently uncertain, there is no guarantee that we will be successful in these matters.

In particular, the potential impact of talc-related litigation is highly uncertain, as outcomes in cases filed against manufacturers of talcum powder products have ranged from dismissals to defense verdicts to outsized jury awards of both compensatory and punitive damages.

Many jurisdictions have already enacted legislation and adopted policies resulting from the BEPS Project.

In January 2026, IF reached an agreement known as the “Side-by-Side Package” that modifies key aspects of Pillar II and is effective from January 1, 2026.

The Company is currently evaluating the potential impact of the Side-by-Side Package on its future tax liability and compliance burden.

Furthermore, we are seeing an increase in regular reviews, examinations and audits by the Internal Revenue Service and increasingly aggressive enforcement actions by other taxing authorities with respect to taxes outside of the United States.

We face risks resulting from political and macroeconomic instability and geopolitical events and tensions, such as the war in Ukraine, the conflict in the Middle East and tensions between China and Taiwan.

These geopolitical conflicts

The conflict in the Middle East has not had a material impact on our Consolidated Financial Statements.

Uncertainties and risks remain as to the duration of the conflict and its impact on geopolitical relations and stability in North Africa, the wider Middle East and nearby regions.

Furthermore, the imposition of tariffs and/or increases in tariffs on various raw materials or products, or threats to impose or increase such tariffs, by the United States and other countries have introduced greater uncertainty with respect to trade policies and government regulations affecting trade between the United States and other countries and new and/or increased tariffs have subjected, and may continue in the future to subject, us to additional costs and expenditure of resources.

Major developments in trade relations, including the imposition of new or increased tariffs by the United States and/or other countries, such as China, Mexico and Canada, including those imposed following the United States’ February 2025 executive orders, and any nationalist trends in specific countries, have altered and could continue to alter the trade environment and consumer purchasing behavior which, in turn, could have a material effect on our business, results of operations, cash flows and financial condition.

In addition, the cost of responding to such initiatives

Our products are sold in a highly competitive global marketplace which has experienced increased trade concentration and the growing presence of large-format retailers, discounters and eCommerce retailers.

With the growing trend toward retail trade consolidation, the substantial growth of eCommerce and the integration of traditional and digital operations at key retailers, we are increasingly dependent on certain retailers, and some of these retailers have and may continue to have greater bargaining strength than we do.

Further, the retail landscape in many of our markets continues to evolve as a result of the substantial growth of eCommerce, changing consumer behaviors and preferences (as consumers increasingly shop online, including to compare prices and product availability) and the increased presence of alternative retail channels, such as subscription services and direct-to-customer businesses.

The substantial growth in eCommerce and the emergence of alternative retail channels have created and may continue to create pricing pressures and/or adversely affect our relationships with our key retailers.

In addition, consumer preferences continue to evolve due to a number of factors, including evolving consumer concerns or perceptions (whether or not valid) regarding sustainability and social impact practices, including the sourcing and sustainability of raw and packaging materials, a demand for natural or organic products and ingredients and ingredient transparency, consumer concerns or perceptions regarding the effects of ingredients, consumer sentiment toward non-local products or sources and perceptions of and increased focus on labor and human rights and environmental impacts (including responsible sourcing, deforestation, packaging, plastic, energy and water use and waste management).

We face various risks related to pandemics, epidemics or other widespread public health concerns, which may have a material adverse effect on our business, results of operations, cash flows and financial condition.

We face various risks related to pandemics, epidemics or other widespread public health concerns.

A pandemic, epidemic or other widespread health concern could have, and COVID-19 has had a variety of impacts on our business, results of operations, cash flows and financial condition, including:

- our ability to continue to maintain and support the health, safety and well-being of our employees, including key employees;

- disruptions to our global supply chain, including transportation and logistics challenges;

- a decrease in our workforce or in the efficiency of such workforce;

- volatility in the demand for and availability of our products;

- changes in purchasing patterns of our consumers;

- significant volatility in demand for certain of our products, which may require us to increase our production capacity or acquire additional capacity at an additional cost and expense;

- failure of third parties on which we rely to meet their obligations to us, or significant disruptions in their ability to do so, which may be caused by their own financial or operational difficulties;

- significant changes in the economic and political conditions of the markets in which we operate;

- disruptions and volatility in the global capital markets, including rising interest rates, which may increase the cost of capital and adversely impact our access to capital; and/or

- volatility in foreign exchange rates and increases in the cost and availability of raw and packaging materials and transportation and logistics costs.

Our ability to attract and retain talent has been and may continue to be impacted by a number of factors, including challenges in the labor market.

We continue to embed new ways of working to, among other things, instill a growth mindset to drive innovation.

cost savings from the divestitures.

While the prices of many commodities and services have retreated from their historical peaks, prices may increase again, which could create year-over-year inflationary pressure.

service providers, catastrophic events, power outages, cybersecurity breaches, network outages, failed upgrades or other similar events and, if the disaster recovery and business continuity plans do not effectively resolve such issues on a timely basis, we may suffer interruptions in our ability to manage or conduct business as well as reputational harm, and may be subject to governmental investigations and litigation, any of which may adversely impact our business, results of operations, cash flows and financial condition.

Our reputation could be damaged if we do not (or are perceived not to) act responsibly with respect to sustainability matters, which could adversely affect our business, results of operations, cash flows and financial condition.

U.S. federal authorities, including the U.S. Food and Drug Administration (the “FDA”), the Federal Trade

For example, from time to time, various regulatory authorities around the world review the use of various ingredients and packaging content in consumer products.

Regardless of their merit, these claims can require significant time and expense to investigate and defend.

In addition, many other jurisdictions outside of the European Union have also implemented a similar minimum tax regime consistent with the policy of Pillar II.

Detailed

regulations of these minimum tax regimes are still being considered in certain countries.

Colgate-Palmolive Company (together with its subsidiaries, “we,” “us,” “our,” the “Company” or [removed: “Colgate”)] [added: “Colgate-Palmolive”)] is a caring, innovative growth company [removed: reimagining] [added: united behind our purpose to reimagine] a healthier future for all people, their pets and our planet.

Approximately two-thirds of our Net sales are generated from markets outside the [removed: U.S.,] [added: United States,] with approximately 45% of our Net sales coming from emerging markets (which consist of Latin America, Asia (excluding Japan), Africa/Eurasia and Central Europe).

The war in Ukraine, and the related geopolitical [removed: tensions,] [added: tensions] have had and continue to have a significant impact on our operations in Ukraine and Russia, though it has not been material to our Consolidated Financial Statements.

For the year ended December 31, [removed: 2024,] [added: 2025,] our business in the Eurasia region constituted approximately 1% of our consolidated net sales and approximately 2% of our consolidated operating profit.

We also have faced and continue to face challenges to our ability to repatriate cash from Russia and identify [removed: banking partners] [added: financial institutions and services] to support our Russian operations and we may face challenges to our ability to protect our assets in Russia.

We also continue to monitor the impact of sanctions, export controls and import [removed: restrictions imposed generally and in response to the war in Ukraine.][added: restrictions.]

For more information about factors that could impact our business, including [removed: due to geopolitical conflicts, such] as [removed: the war] [added: a result of developments] in [removed: Ukraine] [added: global trade relations] and [removed: the conflict in the Middle East,] [added: geopolitical events and tensions, wars and military conflicts,] refer to Part I, Item 1A “Risk Factors” of this Annual Report on Form 10-K.

To achieve our business and financial [removed: objectives,] [added: objectives and deliver peer-leading performance and total shareholder return,] we are focused on [added: driving organic sales growth;] delivering [removed: consistent] [added: consistent,] compounded earnings per share [removed: growth through driving organic sales growth,] [added: growth; achieving] operational [removed: efficiencies] [added: efficiencies;] and [removed: leveraging] [added: driving growth in free cash flow along with] the [removed: strength] [added: efficient use] of our balance sheet.

We continue to prioritize our investments in high growth [added: and high margin] segments within our Oral Care, Personal Care and Pet Nutrition [removed: businesses.][added: businesses and to make careful decisions about our brand portfolio.]

The investments needed to drive growth are [added: also] supported through continuous, [removed: Company-wide] [added: company-wide] initiatives to lower costs and increase effective asset utilization.

See Note [removed: 10, Income Taxes,] [added: 13, Commitments and Contingencies] to the Consolidated Financial Statements for additional information.

[added: During the quarter ended March 31, 2025, we recorded a charge of $65 following a decision of the United States Court of Appeals for the Second Circuit affirming the ruling of the United States District Court for the Southern District of New York (the “District Court”) on certain calculation issues related to the District Court’s earlier grant of summary judgment to the plaintiffs in a] lawsuit under the Employee Retirement Income Security [removed: Act (“ERISA”)] [added: Act,] seeking the recalculation of benefits and other relief associated with a 2005 residual annuity amendment to the Colgate-Palmolive Company Employees’ Retirement Income Plan (the “Retirement Plan”).

See [added: “Restructuring and Related Implementation Charges” below and] Note [removed: 12, Commitments] [added: 4, Restructuring] and [removed: Contingencies] [added: Related Implementation Charges] to the Consolidated Financial Statements for additional information.

[removed: On January 27, 2022, the Board approved a] [added: Our prior] targeted productivity [removed: program (the] [added: program, known as the] “2022 Global Productivity [removed: Initiative”).][added: Initiative,” concluded on December 31, 2024.]

[removed: Total pretax charges from] [added: Over] the [removed: implementation] [added: course] of the 2022 Global Productivity [removed: Initiative were] [added: Initiative, the Company incurred total pretax charges of] $228 ($186 aftertax).

See “Restructuring and Related Implementation Charges” below and Note [removed: 3,] [added: 4,] Restructuring and Related Implementation Charges to the Consolidated Financial Statements for additional information.

[removed: In] [added: For] the [removed: years] [added: year] ended December 31, [removed: 2024 and 2023,] [added: 2024,] we incurred pretax costs of $85 (aftertax costs of $73) [removed: and $32 (aftertax costs of $25), respectively,] resulting from the 2022 Global Productivity Initiative.

Looking forward, we expect global macroeconomic, [removed: political] [added: geopolitical] and market conditions to remain challenging, including as a result of inflation, high interest rates, foreign currency volatility and developments in trade [removed: relations following the imposition of new and/or additional tariffs by the United States and other countries.][added: relations.]

Additionally, inflation has impacted the broader economy with consumers [added: in many geographies] around the world facing widespread rising prices as well as high interest [removed: rates resulting from measures to address inflation.][added: rates.]

We are following the dynamic situation closely and [removed: evaluating] [added: continue to evaluate] the impact [removed: of such tariffs and any retaliatory actions taken by other countries] on our business, results of operations, cash flows and financial condition.

Although we continue to devote significant resources to support our brands and market our products at multiple price points, [removed: these changes could reduce] demand for and sales volumes of our [added: categories and/or our] products [added: may decline] or [removed: result in a] shift [removed: in our product mix] from higher margin to lower margin product offerings.

Given that approximately two-thirds of our Net sales originate in markets outside the [removed: U.S.,] [added: United States,] we have experienced and will likely continue to experience volatile foreign currency [removed: fluctuations, particularly in Argentina and Türkiye, which are considered hyper-inflationary economies.][added: fluctuations.]

[removed: However, this designation] [added: The Company] is [added: currently evaluating the future impact of the OBBBA, but does] not [removed: expected to] [added: expect it will] have a material impact on [removed: the Company's] [added: its] Consolidated Financial Statements.

[removed: As discussed above, we] [added: We] continue to experience higher raw and packaging material costs, including the impact of transactional foreign exchange.

[removed: While we] [added: We] have taken, and will continue to take, measures to mitigate the effect of these conditions, such as our funding-the-growth and revenue growth management [removed: initiatives, in] [added: initiatives and] the [removed: current environment it may become increasingly difficult to implement certain of these mitigation strategies.][added: Strategic Growth and Productivity Program.]

We continue to closely monitor the impact of geopolitical events and tensions, [removed: such as the war in Ukraine, the conflict in the Middle East, tensions between China and Taiwan] [added: wars] and [removed: the] [added: military conflicts,] developments in trade [removed: relations,] [added: relations] and the challenging market conditions discussed [removed: above,] [added: above] on our business and the related uncertainties and risks.

Our commitment to these priorities, the strength of our brands, [added: our resilient global supply chain,] the breadth of our global footprint and a commitment to profitability and driving efficiency in cash generation should position us well to manage through the challenges we face and increase shareholder value over time.

This section of this Annual Report on Form 10-K generally discusses [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] items and year-to-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussions of [removed: 2022] [added: 2023] items and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023.][added: 2024.]

Worldwide Net sales were [removed: $20,101] [added: $20,382] in [removed: 2024,] [added: 2025,] up [removed: 3.3%] [added: 1.4%] from [removed: 2023,] [added: 2024,] driven by [removed: volume growth of 3.1% and] net selling price increases of [removed: 4.4%,] [added: 2.1%,] partially offset by [added: volume declines of 0.4% and] negative foreign exchange of [removed: 4.1%.][added: 0.3%.]

Organic sales (Net sales [removed: excluding, as applicable,] [added: excluding] the impact of foreign exchange, acquisitions and divestments), a non-GAAP financial [removed: measure as discussed below,] [added: measure,] increased [removed: 7.4%] [added: 1.4%] in [removed: 2024.][added: 2025.]

Net sales in the Oral, Personal and Home Care product segment were [removed: $15,618] [added: $15,769] in [removed: 2024,] [added: 2025,] up [removed: 3.0%] [added: 1.0%] from [removed: 2023,] [added: 2024,] driven by [removed: volume growth of 3.7% and] net selling price increases of [removed: 4.4%,] [added: 1.8%,] partially offset by negative foreign exchange of [removed: 5.2%.][added: 0.5% and volume declines of 0.3%.]

Organic sales in the Oral, Personal and Home Care product segment increased [removed: 8.1%] [added: 1.5%] in [removed: 2024.][added: 2025.]

The increase in organic sales in [removed: 2024] [added: Latin America in 2025] versus [removed: 2023] [added: 2024] was [added: primarily] due to increases in Oral [removed: Care, Home] Care and [removed: Personal] [added: Home] Care organic sales.

The increase in [added: organic sales in 2025 versus 2024 was primarily due to an increase in] Oral Care [added: organic sales, which] was primarily due to organic sales growth in the toothpaste and manual toothbrush categories.

The [removed: increase] [added: decrease] in Personal Care was primarily due to organic sales [removed: growth in the liquid hand soap and body wash categories, partially offset by organic sales] declines in the skin [removed: health category.][added: health, body wash and underarm protection categories.]

The Company’s share of the global toothpaste market was [removed: 41.4%] [added: 41.3%] for [added: the] full year [removed: 2024, up 0.3] [added: 2025, down 0.4] share points from full year [removed: 2023,] [added: 2024,] and its share of the global manual toothbrush market was [removed: 32.2%] [added: 32.4%] for [added: the] full year [removed: 2024,] [added: 2025,] up [removed: 0.7] [added: 0.4] share points versus full year [removed: 2023.][added: 2024.]

Full year [removed: 2024] [added: 2025] market shares in toothpaste were up in [removed: Latin America, Europe and Africa/Eurasia,] [added: Europe,] flat in Asia Pacific and down in North [added: America, Latin] America [added: and Africa/Eurasia] versus full year [removed: 2023.][added: 2024.]

In the manual toothbrush category, full year [removed: 2024] [added: 2025] market shares were up in North [removed: America, Latin] America and Asia [removed: Pacific and] [added: Pacific,] flat in Europe and [added: down in Latin America and] Africa/Eurasia versus full year [removed: 2023.][added: 2024.]

Net sales [removed: for] [added: in the] Hill’s Pet Nutrition [added: segment] were [removed: $4,483] [added: $4,613] in [removed: 2024,] [added: 2025,] up [removed: 4.5%] [added: 2.9%] from [removed: 2023,] [added: 2024,] driven by [removed: volume growth of 0.8% and] net selling price increases of [removed: 4.1%,] [added: 3.0% and positive foreign exchange of 0.5%,] partially offset by [removed: negative foreign exchange] [added: volume declines] of [removed: 0.4%.][added: 0.6%.]

Global Trade Relations

Major developments in trade relations, including the imposition of new or increased tariffs by the United States and/or other countries, such as China, including those threatened or imposed following the United States’ 2025 executive orders, retaliatory tariffs imposed by the United States’ trading partners or through the renegotiation of trade agreements, such as the United States-Mexico-Canada Agreement, have contributed to and are expected to continue to contribute to inflationary pressures, geopolitical tensions, macroeconomic and market volatility.

These developments have also impacted and may continue to impact consumer sentiment, consumption, discretionary spending and/or purchasing patterns.

In addition, they have impacted and may continue to impact the cost and/or availability of raw and packaging materials and the price of our products.

While we have made and will continue to make efforts to mitigate the impact of these and any additional tariffs imposed by the United States and/or other countries or shifts in trade agreements, they or our mitigating actions could have a material effect on our business, results of operations, cash flows and financial condition.

For additional information, see “Outlook” below.

We have concluded our 2025 strategic plan, delivering improved organic sales growth, consistent dollar-based earnings per share growth and increased capabilities in areas such as science-led core and premium innovation, digital, data, analytics and artificial intelligence (“AI”), despite macroeconomic and geopolitical challenges.

Our 2030 strategy is intended to accelerate growth going forward through several key initiatives.

These initiatives include leveraging the global reach and penetration of our brands; building the incremental benefit of superior, science-based innovation supported by an agile and resilient supply chain; harnessing the power of best-in-class omni-channel demand generation; leading in capabilities such as data, analytics and AI; and evolving our high-impact, inclusive culture.

Additionally, on July 31, 2025, our Board of Directors (the “Board”) approved a new three-year productivity program to drive future growth and support our 2030 strategy (the “Strategic Growth and Productivity Program”).

The program includes initiatives to better align our organizational structure to support our strategic initiatives, optimize our global supply chain to drive agility and efficiencies and simplify and streamline our organizational structure to reduce overhead costs.

The Strategic Growth and Productivity Program is estimated to result in cumulative pre-tax charges, once all initiatives are approved and implemented, of between $200 and $300.

It is estimated that substantially all charges will be incurred by December 31, 2028.

For more information regarding the Strategic Growth and Productivity Program, see “Restructuring and Related Implementation Charges” below.

We believe strong free cash flow performance is a key priority to drive future growth and superior total shareholder return.

We achieve this through increasing net income, optimizing working capital and through high return capital expenditures focused on growth and profitability.

The efficient use of our balance sheet, including prudent management of our capital structure, is also critical.

Finally, we drive additional value to shareholders by returning cash through dividends and ongoing share repurchases.

In the fourth quarter of 2025, we recorded a non-cash charge of $794 aftertax ($919 pretax) to adjust the carrying values of goodwill and intangible assets related to the skin health business.

Given lower than expected category growth rates and weaker than expected performance, particularly in China, we have lowered our outlook for the skin health business, primarily Filorga.

On April 30, 2025, we acquired Care TopCo Pty Ltd, the owner of the Prime100 pet food business, for cash consideration of AU $471 (approximately $301).

This acquisition provides our Hill’s Pet Nutrition segment with an entry into the fast-growing fresh pet food category in Australia.

The decision resulted in an increase in the obligations of the Retirement Plan.

During the quarter ended December 31, 2025, we reclassified the plaintiffs’ attorneys’ fees and costs that will be paid by us from Non-service related postretirement costs to Selling, general and administrative expenses.

On July 31, 2025, our Board approved the Strategic Growth and Productivity Program.

We expect developments in trade relations, including the imposition of new or increased tariffs by the United States and/or other countries as well as the ongoing implementation and potential renegotiation of the United States-Mexico-Canada Agreement, to continue to contribute to inflationary pressures, geopolitical tensions, macroeconomic and market volatility.

These developments have also impacted and may continue to impact consumer sentiment, consumption, discretionary spending and/or purchasing patterns.

In addition, they have impacted and may continue to impact the cost and/or availability of raw and packaging materials and the price of our products.

In this uncertain and challenging geopolitical and macroeconomic environment, we anticipate consumers may forgo purchasing certain of our products or switch to “private label” or to our lower-priced product offerings.

We expect the softness across our categories that we witnessed in 2025 to continue into 2026.

This is particularly acute in hyper-inflationary economies, including Argentina, Nigeria and Türkiye.

However, in the current environment it may become increasingly difficult to implement certain of these mitigation strategies.

We face vigorous competition worldwide, including from strong local competitors (including private label competitors), from other companies, some of which have greater resources than we do.

In addition, the substantial growth of eCommerce and the emergence and adoption of social commerce and AI have encouraged the entry of new competitors, some of which sell products direct-to-consumer.

We face competition in several aspects of our business, including pricing, promotional activities, new product introductions and expansion into new geographies and channels.

Our products are sold in a highly competitive omni-channel marketplace that is increasingly defined by the integration of traditional and digital retail operations and evolving consumer purchasing behavior and preferences, as consumers continue to shop online and increasingly through social commerce and with the assistance of AI.

The increased presence of alternative retail channels, such as subscription services and direct-to-customer businesses, has also intensified competition for consumer attention.

While we continue to sell our products to a variety of customers, including large-format retailers, discounters and eCommerce retailers, our growth is increasingly dependent on our ability to generate consumer demand across key touchpoints in the omni-channel ecosystem whether through traditional retail, eCommerce, social media or digital.

We are also increasingly dependent upon certain key retailers, some of which exercise greater bargaining strength than we do, including the exclusive access to valuable first-party consumer data and analytics.

Looking forward, we believe our new 2030 business strategy and the Strategic Growth and Productivity Program will help ensure that we have the right capabilities and support to achieve our goals in the near term and deliver consistent compounded earnings per share growth over the long term.

We seek to deliver consistent compounded earnings per share growth to help drive superior total shareholder return, as well as to provide Colgate people with an innovative and inclusive work environment.

We do this by developing and selling science-led products globally that make people’s and their pets’ lives healthier and more enjoyable and by embracing our Sustainability & Social Impact Strategy across our organization.

In connection with management changes, we realigned the reporting structure of our skin health business effective July 1, 2024.

Accordingly, commencing with the quarter ended September 30, 2024, the results of the skin health business previously reported within the Europe reportable operating segment are reported with our other skin health businesses in the North America reportable operating segment, with no impact on the Company's consolidated results of operations or financial position.

The Company has recast its historical geographic segment information to conform to the new reporting structure.

(Dollars in Millions Except Per Share Amounts)

The Conflict in the Middle East

The conflict in the Middle East has not had a material impact on our Consolidated Financial Statements.

Uncertainties and risks remain as to the duration of the conflict and its impact on geopolitical relations and stability in North Africa, the wider Middle East and nearby regions.

The conflict has impacted and may continue to impact, among other things, supply chain and logistics, the availability and price of raw and packaging materials and commodities such as oil, consumer sentiment and consumption and category growth rates in the region.

We believe increased household penetration and improved brand health are the keys to consistent organic sales growth and aim to achieve these through science-led, core and premium innovation, pursuing higher-growth adjacent categories and segments and expanding in faster-growing channels and markets.

We aim to deliver margin expansion and cash flow growth through operating leverage and efficiency.

We also seek to lead in the development of human capital and to maximize the impact of our Sustainability & Social Impact Strategy.

We are building and scaling our capabilities in areas such as innovation, digital, data, analytics and artificial intelligence, enabling us to be more responsive in today’s rapidly changing world.

We continue to invest behind our brands, including through advertising, and to develop initiatives to build strong relationships with consumers, retailers and dental, veterinary and skin health professionals.

We continue to believe that growth opportunities are greater in those areas of the world in which economic development and rising consumer incomes expand the size and number of markets for our products.

During the quarter ended June 30, 2023, we reassessed with our legal and tax advisers certain tax deductions taken in prior years by one of our subsidiaries and concluded that it was more likely than not that the deductions would not be sustained by the courts in that jurisdiction.

The value of the tax deductions was not material to us in any year in which they were taken.

The cumulative effect of the change in tax position of $148 was reflected as a discrete item in the quarter ended June 30, 2023 income tax expense, partially offset by the reversal of certain prior years’ withholding tax reserves of $22 that were no longer required (hereinafter referred to as the “foreign tax matter”).

The tax liability was paid in the quarter ended September 30, 2023.

During the quarter ended March 31, 2023, we recorded a charge of $267 as a result of a decision of the United States Court of Appeals for the Second Circuit (the “Second Circuit”) affirming a grant of summary judgment to the plaintiffs in a

The decision resulted in an increase in the obligations of the Retirement Plan, which based on the current funded status of the Retirement Plan and depending on further developments in the litigation, may require a cash contribution by the Company in 2025.

In June 2023, we filed a petition for certiorari to the United States Supreme Court requesting permission for an appeal to that court, which was denied in October 2023.

Also, in June 2023, the plaintiffs filed a motion to enter a revised final judgment in the United States District Court for the Southern District of New York (the “District Court”) to address certain unresolved calculation issues, which we opposed.

In March 2024, the District Court granted the plaintiffs’ motion and found for the plaintiffs on those calculation issues.

We have appealed that decision to the Second Circuit.

During the quarter ended March 31, 2023, we announced a voluntary recall of select Fabuloso multi-purpose cleaner products sold in the United States and Canada.

The costs associated with the voluntary recall had a $25 impact on our Operating profit in the quarter ended March 31, 2023.

All initiatives under the program have been implemented and the program concluded on December 31, 2024.

Total annualized pretax savings from the 2022 Global Productivity Initiative were approximately $125 ($100 aftertax).

We have taken and are taking additional pricing to try to offset the increases in raw and packaging material costs we have seen in recent years.

This has negatively impacted consumer demand for our products.

Recent developments in trade relations and the imposition of new and/or additional tariffs by the United States and other countries, including following the United States’ February 2025 executive orders imposing tariffs on imports from Canada, Mexico and China, may contribute to inflationary pressures and, as a result, may impact consumer demand for our products.

While we have made and will make efforts to mitigate the impact of these and any additional tariffs imposed by the United States and/or other countries, they could impact the cost and/or price of our products, the cost and availability of raw and packaging materials and commodities and/or consumer demand for our products due to, among other things, the impact of such tariffs on the global economy, inflationary pressures or geopolitical relations.

Such inflation and developments in trade relations as well as high interest rates may negatively impact consumer consumption or discretionary spending and/or change their purchasing patterns by foregoing purchasing certain of our products or by switching to “private label” or to our lower-priced product offerings.

In light of this challenging environment, we expect continued volatility across all of our categories and it is therefore difficult to predict category growth rates in the near term.

Effective January 1, 2025, we designated Nigeria as a hyper-inflationary economy.

Consequently, the functional currency for our Nigerian subsidiary will be the U.S. dollar and the impact of all future Nigerian currency fluctuations will be recorded in income.

While the global marketplace in which we operate has always been highly competitive, we continue to experience heightened competitive activity in certain markets from strong local competitors (including private label competitors), from other large multinational companies, some of which have greater resources than we do, and from new entrants into the market in many of our categories.

Such activities have included more aggressive product claims and marketing challenges, as well as increased promotional spending and geographic expansion.

Colgate-Palmolive Company (together with its subsidiaries, “we,” “us,” “our,” the “Company” or [removed: “Colgate”)] [added: “Colgate-Palmolive”)] is a caring, innovative growth company [removed: reimagining] [added: united behind our purpose to reimagine] a healthier future for all people, their pets and our planet.

[removed: Colgate] [added: Colgate-Palmolive] was founded in 1806 and incorporated under the laws of the State of Delaware in 1923.

Sales of Oral, Personal and Home Care products accounted for [removed: 43%, 18%] [added: 44%, 17%] and [removed: 17%,] [added: 16%,] respectively, of our total worldwide Net sales in [removed: 2024.][added: 2025.]

Hill’s markets pet foods primarily under [removed: two] [added: three] brands.

Sales of Pet Nutrition products accounted for [removed: 22%] [added: 23%] of our total worldwide Net sales in [removed: 2024.][added: 2025.]

For more information regarding our worldwide Net sales by product category, refer to Note 1, Nature of Operations and Note [removed: 13,] [added: 14,] Segment Information to the Consolidated Financial Statements.

Our sales to Walmart, Inc. and its affiliates represented approximately 11% of our Net sales in [removed: 2024.][added: 2025.]

No other customer represented more than 10% of our Net sales in [removed: 2024.][added: 2025.]

For certain materials, new suppliers may have to be qualified under industry, governmental and/or [removed: Colgate] [added: Colgate-Palmolive] standards (including those relating to responsible sourcing), which can require additional investment and/or take a significant period of time.

Products similar to ours are available from multinational and local competitors in the [removed: U.S.] [added: United States] and around the world.

Certain of our competitors [removed: are larger and] [added: may] have greater resources than we [removed: do.][added: do or be more agile than we are.]

In addition, the substantial growth in eCommerce [removed: has] [added: and the use of AI have] encouraged the entry of new [removed: competitors and business models.][added: competitors, some of which sell products direct-to-consumer.]

We face competition in several aspects of our business, including pricing, promotional activities, new [removed: products and brand] [added: product] introductions and expansion into new geographies and channels.

We follow a practice of seeking trademark protection in the [removed: U.S.] [added: United States] and throughout the world where our products are sold.

Principal global and regional trademarks include Colgate, Palmolive, Darlie, elmex, hello, meridol, Sorriso, Tom’s of Maine, EltaMD, Filorga, Irish Spring, Lady Speed Stick, PCA SKIN, Protex, Sanex, Softsoap, Speed Stick, Ajax, Axion, Fabuloso, Murphy, Soupline and Suavitel, as well as Hill’s Science [removed: Diet and] [added: Diet,] Hill’s Prescription [removed: Diet.][added: Diet and Prime100.]

As a global company, we are subject to extensive governmental regulations, including environmental rules and regulations, in the [removed: U.S.] [added: United States] and abroad.

We are also subject to laws and regulations relating to sustainability, labor and employment practices, [removed: artificial intelligence] [added: AI] and taxation.

In [removed: 2024,] [added: 2025,] compliance with these regulations did not have, and we do not expect such compliance in the future to have, a material adverse effect on our capital expenditures, earnings or competitive position.

In addition, our selling practices are regulated by competition law authorities in the [removed: U.S.] [added: United States] and abroad.

*Privacy and Data Protection*: Our collection, storage, transfer and/or processing of customer, consumer, employee, vendor and other stakeholder information and personal data is subject to [removed: important] data protection laws and regulations in the [removed: U.S.] [added: United States] and abroad, including the [added: California Consumer Privacy Act in California, the] General Data Protection [removed: Regulation.][added: Regulation in the European Union and other emerging regulations in other jurisdictions in which we operate.]

*Trade [added: Regulations and] Compliance*: We are subject to laws and sanctions imposed by the [removed: U.S.,] [added: United States,] including those imposed by the U.S. Treasury Department’s Office of Foreign Asset Control (“OFAC”) and/or by other jurisdictions that may prohibit us or certain of our affiliates from doing business in certain countries or restrict the kind of business that may be conducted.

For information regarding the impact of [removed: the war] [added: geopolitical events and tensions, wars and military conflicts and developments] in [removed: Ukraine,] [added: global trade relations,] refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Executive Overview.”

Human capital matters at [removed: Colgate] [added: Colgate-Palmolive] are managed by our Global Human Resources function, led by our Chief Human Resources Officer, with oversight from the Personnel and Organization Committee of our Board of Directors (the “Board”).

As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: 34,000] [added: 33,600] employees based in over 100 countries.

Approximately [removed: two-thirds of our revenues are generated from markets outside the U.S. and over 80% of our employees are located outside the U.S. Approximately] 33% of our employees are based in Asia Pacific, [removed: 30%] [added: 31%] are based in Latin America, 17% are based in North America, 15% are based in Europe and [removed: 5%] [added: 4%] are based in Africa/Eurasia.

[removed: Colgate’s] [added: Colgate-Palmolive’s] Culture and Core Values

[removed: Colgate’s] [added: Colgate-Palmolive’s] purpose is to reimagine a healthier future for all people, their pets and our planet.

We believe [removed: Colgate] [added: Colgate-Palmolive] people are crucial to our ongoing business success and aim to recruit, develop and retain strong talent with diverse backgrounds and perspectives.

We celebrate differences, emphasize the importance of inclusion and belonging for everyone and value the contributions of all [removed: Colgate] [added: Colgate-Palmolive] people.

At [removed: Colgate,] [added: Colgate-Palmolive,] we are proud of our collaborative spirit - what we call The Power of WE.

[removed: Colgate] [added: Colgate-Palmolive] people, working around the world, share a commitment to our three corporate values - We are Caring, We are Inclusive and We are Courageous.

By encouraging [removed: Colgate] [added: Colgate-Palmolive] people to be more caring, inclusive and courageous every day, our goal is to create a healthier future for ourselves and others.

Underlying these values and our strong culture is the commitment of all [removed: Colgate] [added: Colgate-Palmolive] people to maintain the highest ethical standards and demonstrate ethical leadership, including compliance with [removed: Colgate] [added: Colgate-Palmolive] policies and our Code of Conduct.

Given the importance of [removed: Colgate] [added: Colgate-Palmolive] people to our business success, motivating and retaining critical talent is a key focus.

For information regarding our compensation philosophy and executive compensation programs, please see our Proxy Statement to be filed with the United States Securities and Exchange Commission (the “SEC”) in connection with the [removed: 2025] [added: 2026] Annual Meeting of Stockholders.

Additional information about our sustainability targets and efforts, including our [removed: 2023] [added: 2024] Sustainability & Social Impact Report and our [removed: 2024] [added: 2025] Climate [removed: Transition] [added: Strategy] & [removed: Net Zero Action Plan] [added: Transition Plan,] can be found in the Sustainability section of our website at https://www.colgatepalmolive.com/sustainability.

The following is a list of our executive officers as of February [removed: 13, 2025:][added: 23, 2026:]

| Noel Wallace | | | | | | [removed: 60] [added: 61] | | | | | | 2009 | | | | | | Chairman of the Board, President and Chief Executive Officer | | |

| Stanley J. Sutula III | | | | | | [removed: 59] [added: 60] | | | | | | 2020 | | | | | | Chief Financial Officer | | |

| Jennifer M. Daniels | | | | | | [removed: 61] [added: 62] | | | | | | 2014 | | | | | | Chief Legal Officer and Secretary | | |

To achieve our business and financial objectives and deliver peer-leading performance and total shareholder return, we are focused on driving organic sales growth; delivering consistent, compounded earnings per share growth; achieving operational efficiencies; and driving growth in free cash flow along with the efficient use of our balance sheet.

We do this by leveraging the global reach and penetration of our brands; building the incremental benefit of superior, science-based innovation supported by an agile and resilient supply chain; harnessing the power of best-in-class omni-channel demand generation; leading in capabilities such as data, analytics and artificial intelligence (“AI”); and evolving our high-impact, inclusive culture.

Prime100 is a leading fresh pet food brand sold to pet specialty and other retailers in Australia.

Our products are sold in a highly competitive global omni-channel marketplace that is increasingly defined by the integration of traditional and digital retail operations and evolving consumer purchasing behaviors and preferences, as consumers continue to shop online and increasingly through social commerce and with the assistance of AI.

The increased presence of alternative retail channels, such as subscription services and direct-to-customer businesses, has also intensified competition for consumer attention.

We sell our products to a variety of customers, including large-format retailers, discounters and eCommerce retailers; our growth is increasingly dependent on our ability to generate consumer demand across key touchpoints in the omni-channel ecosystem whether through traditional retail, eCommerce, social media or digital.

We are also increasingly dependent on certain key retailers, some of which exercise greater bargaining strength than we do, including the exclusive access to valuable first-party consumer data and analytics.

We face vigorous competition worldwide.

We are also subject to customs and trade laws and regulations and international trade agreements, including those relating to the import or export of our products, ingredients and raw and packaging materials and tariffs.

Approximately two-thirds of our revenues are generated from markets outside the United States and over 84% of our employees are located outside the United States.

Evolving our high-impact, inclusive culture – where all Colgate-Palmolive people can reach their full potential – is a key focus of our 2030 business strategy.

We consider our sustainability strategy a key enabler of our efforts to drive value creation across our business.

We are proud of the progress we made with our 2025 Sustainability & Social Impact Strategy, which was focused on three key ambitions - Preserving our Environment; Helping Millions of Homes; and Driving Social Impact - and supported by actionable targets.

As we embark upon our 2030 sustainability strategy, we remain focused on these three key ambitions and working to achieve measurable targets while continuing to take a science-based, pragmatic and value-driven approach to build resilience and value across our business.

| Shane Grant | | | | | | 51 | | | | | | 2025 | | | | | | Chief Operating Officer, Americas | | |

| John Hazlin | | | | | | 56 | | | | | | 2025 | | | | | | Chief Growth Officer | | |

| Panagiotis Tsourapas | | | | | | 61 | | | | | | 2019 | | | | | | Chief Operating Officer, Europe, Asia Pacific, Africa/Eurasia, Skin Health and Global Customer Development | | |

Prior to joining the Company, Mr. Grant served as Group Deputy CEO, CEO Americas and EVP Dairy, Plant-Based and Global Sales at Groupe Danone (“Danone”), a leading global food and beverage company, since January 2023.

Mr. Grant joined Danone in May 2020 as Executive Vice President & CEO, Danone North America.

He assumed the additional role of interim co-CEO, Danone in March 2021.

We seek to deliver consistent compounded earnings per share growth to help drive superior total shareholder return, as well as to provide Colgate people with an innovative and inclusive work environment.

We do this by developing and selling science-led products globally that make people’s and their pets’ lives healthier and more enjoyable and by embracing our Sustainability & Social Impact Strategy across our organization.

Our products are sold in a highly competitive global marketplace which has experienced increased retail trade concentration, the substantial growth of eCommerce, the integration of traditional and digital operations at key retailers and the growing presence of large-format retailers, discounters and eCommerce retailers.

In certain geographies, we also face strong local competitors, who may be more agile and have better local consumer insights than we do.

The retail landscape in many of our markets continues to evolve as a result of the continued growth of eCommerce, changing consumer behavior and preferences (as consumers increasingly shop online, including to compare prices and product availability) and the increased presence of alternative retail channels, such as subscription services and direct-to-consumer businesses.

As of December 31, 2024, our global workforce was approximately 58% male and 42% female.

Women represented approximately 46% of Colgate’s executives and 35% of senior leadership.

In the U.S., approximately 33% of our employees self-identify as racial/ethnic minorities, approximately 45% of our executives self-identify as racial/ethnic minorities and approximately 39% of our senior leadership self-identify as racial/ethnic minorities.

In this section, “executives” refers to those employees who are eligible to participate in Colgate’s equity incentive compensation plans and “senior leadership” refers to employees who are Senior Vice Presidents and above.

Our 2025 Sustainability & Social Impact Strategy is focused on three key ambitions - preserving our environment by accelerating action on climate change and reducing our environmental footprint; helping millions of homes by designing more sustainable products and empowering people to develop healthier habits; and driving social impact with a commitment to helping to ensure the wellbeing of all people and their pets.

These ambitions are supported by actionable targets consistent with our continued commitment to building environmental and social consciousness into our decision-making.

In 2024, we made progress on the targets set forth in our 2025 Sustainability & Social Impact Strategy.

*Reduce Plastic Waste*: We continue to implement our first-of-its-kind recyclable toothpaste tube across our toothpaste portfolio.

We introduced this tube in 2019 and, as of December 31, 2024, we have transitioned approximately 75% of our toothpaste SKUs globally and approximately 95% of our toothpaste SKUs in North America to recyclable tubes.

We continue to share the tube technology with third parties and work to encourage recyclability of all tubes in practice and at scale.

We are also focused on working with recycling stakeholders and partnering with key third parties to drive tube acceptance and communicating that consumers should check with their local recycling facilities to confirm tube acceptance.

We also remain committed to reducing our use of new (virgin) plastic across our portfolio and continue to make progress toward our target to reduce new (virgin) plastic by one-third versus 2019.

We are working towards this target with product design changes and by increasing recycled content in our packaging.

*Accelerate Action on Climate Change*: We are taking steps to accelerate action on climate change through science-based near-term, long-term and Net Zero 2040 emissions targets across our operations and value chain, which have been approved by The Science Based Targets initiative.

To support our target to become Net Zero carbon in our operations by 2040, we have built a global renewable energy master plan which includes roadmaps by division to cover our manufacturing facilities and owned warehouses, global technology centers and offices.

Renewable energy agreements are a valuable part of this renewable energy master plan and are key contributors to achieving our target to have 100% renewable electricity by 2030.

As part of these efforts, in 2023 and 2024, we signed long-term virtual power purchase agreements in the United States and Europe, respectively.

*Lead with Zero Waste Facilities*: Our goal is to achieve TRUE certification for zero waste at 100% of our operations, which we define as our manufacturing facilities, owned and operated warehouses, global technology centers and strategic offices, by 2025.

In 2024, eight more of our sites achieved TRUE certification.

That brings the total number of TRUE certified sites to 44 across six continents in 26 countries, as of December 31, 2024.

*Social Impact*: Colgate Bright Smiles, Bright Futures is our flagship oral health education and well-being initiative.

Since the program was established in 1991, we have reached approximately 1.8 billion children and their families with oral health education.

Through our Hill’s Food, Shelter & Love program, we have helped over 15 million shelter pets find forever homes since 2002.

| Prabha Parameswaran | | | | | | 66 | | | | | | 2019 | | | | | | Group President, Growth and Strategy | | |

| Panagiotis Tsourapas | | | | | | 60 | | | | | | 2019 | | | | | | Group President, Europe and Developing Markets | | |

Sutula III, Chief Financial Officer.

Prior to joining the Company, Mr. Sutula was Executive Vice President and Chief Financial Officer of Pitney Bowes Inc., which he joined in 2017.

For information regarding legal proceedings, refer to Note [removed: 12,] [added: 13,] Commitments and Contingencies to the Consolidated Financial Statements included in Part IV, Item 15 of this report.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of Colgate-Palmolive Company Common Stock held by non-affiliates as of June 30, [removed: 2024] [added: 2025] (the last business day of its most recently completed second quarter) was approximately [removed: $79.2] [added: $73.4] billion.

There were [removed: 811,536,437] [added: 801,548,028] shares of Colgate-Palmolive Company Common Stock outstanding as of January 31, [removed: 2025.][added: 2026.]

| Portions of Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders | | | Part III, Items 10 through 14 | | |

| Item 1. | | | Business | | | [removed: [1](#i0cbec9b1bc8c48ca9d9d7094eee1791f_13)] [added: [1](#ib0fd649137cc43f588463d9f4b028217_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [7](#i0cbec9b1bc8c48ca9d9d7094eee1791f_16)] [added: [6](#ib0fd649137cc43f588463d9f4b028217_16)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [20](#i0cbec9b1bc8c48ca9d9d7094eee1791f_19)] [added: [19](#ib0fd649137cc43f588463d9f4b028217_19)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [21](#i0cbec9b1bc8c48ca9d9d7094eee1791f_22)] [added: [20](#ib0fd649137cc43f588463d9f4b028217_22)] | | |

| Item 2. | | | Properties | | | [removed: [23](#i0cbec9b1bc8c48ca9d9d7094eee1791f_25)] [added: [22](#ib0fd649137cc43f588463d9f4b028217_25)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [24](#i0cbec9b1bc8c48ca9d9d7094eee1791f_28)] [added: [23](#ib0fd649137cc43f588463d9f4b028217_28)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [24](#i0cbec9b1bc8c48ca9d9d7094eee1791f_31)] [added: [23](#ib0fd649137cc43f588463d9f4b028217_31)] | | |

| Item 5. | | | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | | [removed: [25](#i0cbec9b1bc8c48ca9d9d7094eee1791f_37)] [added: [24](#ib0fd649137cc43f588463d9f4b028217_37)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [25](#i0cbec9b1bc8c48ca9d9d7094eee1791f_40)] [added: [24](#ib0fd649137cc43f588463d9f4b028217_40)] | | |

| Item 7. | | | Management’s Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [26](#i0cbec9b1bc8c48ca9d9d7094eee1791f_43)] [added: [25](#ib0fd649137cc43f588463d9f4b028217_43)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures About Market Risk | | | [removed: [59](#i0cbec9b1bc8c48ca9d9d7094eee1791f_67)] [added: [56](#ib0fd649137cc43f588463d9f4b028217_67)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [60](#i0cbec9b1bc8c48ca9d9d7094eee1791f_70)] [added: [57](#ib0fd649137cc43f588463d9f4b028217_70)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [60](#i0cbec9b1bc8c48ca9d9d7094eee1791f_73)] [added: [57](#ib0fd649137cc43f588463d9f4b028217_73)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [60](#i0cbec9b1bc8c48ca9d9d7094eee1791f_76)] [added: [57](#ib0fd649137cc43f588463d9f4b028217_76)] | | |

| Item 9B. | | | Other Information | | | [removed: [60](#i0cbec9b1bc8c48ca9d9d7094eee1791f_79)] [added: [57](#ib0fd649137cc43f588463d9f4b028217_79)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [60](#i0cbec9b1bc8c48ca9d9d7094eee1791f_82)] [added: [58](#ib0fd649137cc43f588463d9f4b028217_82)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [61](#i0cbec9b1bc8c48ca9d9d7094eee1791f_88)] [added: [59](#ib0fd649137cc43f588463d9f4b028217_88)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [61](#i0cbec9b1bc8c48ca9d9d7094eee1791f_91)] [added: [59](#ib0fd649137cc43f588463d9f4b028217_91)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [62](#i0cbec9b1bc8c48ca9d9d7094eee1791f_94)] [added: [60](#ib0fd649137cc43f588463d9f4b028217_94)] | | |

| Item 13. | | | Certain Relationships and Related Transactions and Director Independence | | | [removed: [62](#i0cbec9b1bc8c48ca9d9d7094eee1791f_97)] [added: [60](#ib0fd649137cc43f588463d9f4b028217_97)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [62](#i0cbec9b1bc8c48ca9d9d7094eee1791f_100)] [added: [60](#ib0fd649137cc43f588463d9f4b028217_100)] | | |

| Item 15. | | | Exhibits and Financial Statement Schedules | | | [removed: [63](#i0cbec9b1bc8c48ca9d9d7094eee1791f_106)] [added: [61](#ib0fd649137cc43f588463d9f4b028217_106)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [67](#i0cbec9b1bc8c48ca9d9d7094eee1791f_112)] [added: [65](#ib0fd649137cc43f588463d9f4b028217_112)] | | |

| Signatures | | | | | | [removed: [68](#i0cbec9b1bc8c48ca9d9d7094eee1791f_115)] [added: [66](#ib0fd649137cc43f588463d9f4b028217_115)] | | |

| 3.250% Notes due 2035 | | | CL35 | | | New York Stock Exchange | | |

Each of the most critical risks identified is assigned to a member of senior management who oversees the management, mitigation and presentation of the risk to the senior leadership team and throughout the year to our [removed: Board of Directors.][added: Board.]

Our CISO has over 25 years of information technology experience, including leading data analytics, customer relationship management, [removed: architecture] [added: architecture, network operations] and application development teams.

He has been leading our global information security program for [removed: almost seven] [added: eight] years.

He has led our information technology Operational Performance and Reliability Committee for the last [removed: nine] [added: ten] years, which reviews and provides continuous improvement processes and technology across infrastructure, information security, architecture, application and end user performance.

[removed: The] [added: In addition, the] information security organization [removed: also] gains valuable information to improve our threat and risk awareness capabilities as a member of an industry information sharing and analysis organization, which provides strategic and tactical information sharing channels.

[removed: Additionally, employees] [added: Employees] are provided mandatory cybersecurity awareness training on an annual basis, which includes information about how to identify and report cybersecurity concerns and incidents.

[added: Additionally, we maintain an offensive security team that] works both independently and with [removed: third party] [added: third-party] cybersecurity professionals to conduct security assessments of our enterprise-wide cybersecurity practices, including penetration testing, and identify areas for continuous improvement within the information security program.

The key pillars of the NIST framework are to [removed: (i)] develop [added: and, as applicable, implement (i)] an organizational understanding to manage cybersecurity risk to systems, people, assets, data and capabilities; (ii) [removed: develop and implement] appropriate safeguards to ensure delivery of critical services; (iii) [removed: develop and implement] appropriate activities to identify the occurrence of a cybersecurity event; (iv) [removed: develop and implement] appropriate activities to maintain plans for resilience and to restore any capabilities or services that were impaired due to a cybersecurity incident; and (v) [removed: develop] appropriate activities to action an incident.

We have a comprehensive [removed: third party] [added: third-party] cybersecurity risk review process, which prioritizes, monitors and assesses the risks associated with our [removed: third party] [added: third-party] service provider interactions.

The [removed: third party] [added: third-party] service provider assessment framework follows industry standard practices and allows us to properly understand the risk associated with the services provided which are key to our company’s daily operations.

Our Board [removed: of Directors] is focused on cybersecurity.

Our Board [removed: of Directors] has adopted a written statement, known as the Independent Board Candidate Qualifications and made available on our website, outlining the qualities sought in our directors.

Cybersecurity Risk Management and Strategy

We assess cybersecurity risk through our standardized ERM methodology, which considers both likelihood and severity, and assigns a result accordingly.

This methodology applies to all of the Company’s identified risks, including cybersecurity.

The risk scores allow the company to determine the significance of each risk in relation to other risks.

Our Chief Information Officer reports to our Chief Financial Officer.

Cybersecurity Governance

Management’s Role in Assessing and Managing Cybersecurity Risk; Processes for assessing, identifying and managing material risks from cybersecurity threats

Our Chief Information Officer reports to our Group President, Growth and Strategy, a member of our senior leadership team who reports to our Chairman of the Board, President and Chief Executive Officer.

Additionally, we maintain an offensive security team that

Board’s Oversight of Cybersecurity Risks

We own or lease approximately [removed: 315] [added: 325] properties, which include manufacturing, distribution, research and development and office facilities worldwide.

In the [removed: U.S.,] [added: United States,] we operate in approximately 85 properties, of which 17 are owned.

The Pet Nutrition segment has major manufacturing and warehousing facilities in Indiana, Kansas, Kentucky, [removed: Ohio, Oklahoma] [added: Ohio] and [removed: South Carolina.][added: Oklahoma.]

Outside the [removed: U.S.,] [added: United States,] we operate in approximately [removed: 230] [added: 240] properties, of which [removed: 58] [added: 59] are owned, in over 80 countries.

The Pet Nutrition segment has major manufacturing and warehousing facilities in [added: Australia,] Czech Republic, Italy and the Netherlands.

As of December 31, [removed: 2024,] [added: 2025,] the number of common shareholders of record was [removed: 15,598.][added: 14,704.]

On March [removed: 10, 2022,] [added: 20, 2025,] the Board authorized the repurchase of shares of the Company’s common stock having an aggregate purchase price of up to $5 billion under a new share repurchase program (the [removed: “2022] [added: “2025] Program”), which replaced a previously authorized share repurchase program.

The following table shows the share repurchase activity for the three months in the quarter ended December 31, [removed: 2024:][added: 2025:]

(1)Includes share repurchases under the [removed: 2022] [added: 2025] Program and those associated with certain employee elections under the Company’s compensation and benefit programs.

(2)The difference between the total number of shares purchased and the total number of shares purchased as part of publicly announced plans or programs is [removed: 19,302] [added: 15,404] shares, which represents shares deemed surrendered to the Company to satisfy certain employee elections under the Company’s compensation and benefit programs.

(3)Includes approximate dollar value of shares that were available to be purchased under the publicly announced plans or programs that were in effect as of December 31, [removed: 2024.][added: 2025.]

| October 1 through 31, 2025 | | | | | | 889,376 | | | | | | $ | 77.94 | | | | | 887,821 | | | | | | $ | 4,416 | |

| November 1 through 30, 2025 | | | | | | 1,983,662 | | | | | | $ | 78.64 | | | | | 1,981,190 | | | | | | $ | 4,260 | |

| December 1 through 31, 2025 | | | | | | 2,216,043 | | | | | | $ | 78.69 | | | | | 2,204,666 | | | | | | $ | 4,087 | |

| Total | | | | | | 5,089,081 | | | | | | $ | 78.54 | | | | | 5,073,677 | | | | | | | | |

| October 1 through 31, 2024 | | | | | | 1,194,671 | | | | | | $ | 99.07 | | | | | 1,190,665 | | | | | | $ | 1,517 | |

| November 1 through 30, 2024 | | | | | | 554,917 | | | | | | $ | 92.51 | | | | | 549,900 | | | | | | $ | 1,466 | |

| December 1 through 31, 2024 | | | | | | 3,045,662 | | | | | | $ | 93.15 | | | | | 3,035,383 | | | | | | $ | 1,183 | |

| Total | | | | | | 4,795,250 | | | | | | $ | 94.55 | | | | | 4,775,948 | | | | | | | | |

The Company’s management, under the supervision and with the participation of the Company’s Chairman of the Board, President and Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of December 31, [removed: 2024] [added: 2025] (the “Evaluation”).

Management, under the supervision and with the participation of the Company’s Chairman of the Board, President and Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the Company’s internal control over financial reporting based upon the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and concluded that it was effective as of December 31, [removed: 2024.][added: 2025.]

The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] and has expressed an unqualified opinion in their report, which appears under “Index to Financial Statements – Report of Independent Registered Public Accounting Firm.”

The Company is in the process of upgrading its enterprise IT system [added: and transitioning its enterprise IT infrastructure] to [removed: SAP S/4 HANA.][added: the cloud.]

This change has not had and is not expected to have a material impact on the Company’s internal [removed: controls] [added: control] over financial reporting.

During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Additional information required by this Item 10 will be included under the headings “Governance – the Board of Directors,” “Governance – Board Structure and Responsibilities – Committees of the Board of Directors – Audit Committee” and “Executive Compensation – Compensation Discussion and Analysis – Compensation Governance Features – Insider Trading Policy and Prohibition on Hedging and Pledging of Company Stock” in the Company’s Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended December 31, [removed: 2024] [added: 2025] (the [removed: “2025] [added: “2026] Proxy Statement”) and is incorporated herein by reference.

Information on beneficial ownership reporting compliance will be included under the heading “Stock Ownership – Delinquent Section 16(a) Reports,” if applicable, in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

Information required by this Item 11 will be included under the headings “Executive Compensation,” “Governance – Compensation of Directors” and “Governance – Compensation Committee Interlocks and Insider Participation” in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

(a)Information regarding security ownership of certain beneficial owners and management will be included under the heading “Stock Ownership” in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

(c)Equity compensation plan information as of December 31, [removed: 2024:][added: 2025:]

| Equity compensation plans approved by security holders | | | | | | [removed: 15,798] [added: 15,607] | | | (1) | | | $ | [removed: 79.00] [added: 80.25] | | (2) | | | [removed: 26,572] [added: 24,155] | | | (3) | | |

(1)Consists of [removed: 12,774] [added: 12,619 stock] options outstanding, [removed: 1,987] [added: 2,058] restricted stock units awarded but not yet vested and [removed: 1,037] [added: 930] performance-based restricted stock units outstanding under the Company’s 2019 Incentive Compensation Plan, as more fully described in Note [removed: 7,] [added: 8,] Capital Stock and Stock-Based Compensation Plans to the Consolidated Financial Statements.

(2)Includes the weighted-average exercise price of stock options outstanding of [removed: $78,] [added: $79,] restricted stock units of $88 and performance-based restricted stock units of [removed: $74.][added: $80.]

| Total | | | | | | 15,607 | | | | | | $ | 80.25 | | | | | 24,155 | | | | | |

| Total | | | | | | 15,798 | | | | | | $ | 79.00 | | | | | 26,572 | | | | | |

Information required by this Item 13 will be included under the headings “Governance – Certain Relationships and Related Transactions” and “Governance – Director Independence” in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

Information required by this Item 14 will be included under the heading “Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm” in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated herein by reference.

| 4 | | | a) | | | [Description of Securities of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit4a12312024.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/21665/000002166526000006/exhibit4a12312025.htm)] | | |

| | | | b) | | | [Form of Nonqualified Option Award Agreement used in connection with grants under the Colgate-Palmolive Company 2019 Incentive Compensation Plan. (Registrant hereby incorporates by reference Exhibit [removed: 10-B] [added: 10-A] to its Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2024,] [added: 2025,] File No. [removed: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166524000044/a2024stockoptionform2019pl.htm)] [added: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166525000053/exhibit10a-2025stockoption.htm)] | | |

| | | | c) | | | [Form of Restricted Stock Unit Award Agreement used in connection with grants under the Colgate-Palmolive Company 2019 Incentive Compensation Plan. (Registrant hereby incorporates by reference Exhibit [removed: 10-C] [added: 10-B] to its Quarterly Report on Form 10-Q for the quarter ended September 30, [removed: 2024,] [added: 2025,] File No. [removed: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166524000044/a2024rsuform2019plannoneea.htm)] [added: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166525000053/exhibit10b-2025rsuform2019.htm)] | | |

| | | | [removed: d)] [added: e)] | | | [Form of Performance Stock Unit Award Agreement for the [removed: 2022-2024] [added: 2024-2026] Performance Cycle (Registrant hereby incorporates by reference Exhibit [removed: 10-B] [added: 10-A] to its Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2022,] [added: 2024,] File No. [removed: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166522000010/exhibit10b_033122xq12022.htm)] [added: 1-644)](https://www.sec.gov/Archives/edgar/data/21665/000002166524000015/exhibit10a_033124xq12024.htm)*] | | |

| | | | [removed: e)] [added: d)] | | | [Form of Performance Stock Unit Award Agreement for the 2023-2025 Performance Cycle (Registrant hereby incorporates by reference Exhibit 10-A to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, File No. 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166523000016/exhibit10-a033123_q12023.htm) | | |

| | | | f) | | | [Form of Performance Stock Unit Award Agreement for the [removed: 2024-2026] [added: 2025-2027] Performance Cycle (Registrant hereby incorporates by reference Exhibit 10-A to its Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2024,] [added: 2025,] File No. [removed: 1-644)](https://www.sec.gov/Archives/edgar/data/21665/000002166524000015/exhibit10a_033124xq12024.htm)*] [added: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166525000020/exhibit10a_033125xq12025.htm)] | | |

| 10-E | | | [added: a)] | | | [Colgate-Palmolive Company [removed: Pension] [added: Restated and Amended Deferred Compensation] Plan for [removed: Outside] [added: Non-Employee] Directors, as [removed: amended and restated.] [added: amended.] (Registrant hereby incorporates by reference Exhibit [removed: 10-D] [added: 10-H] to its Annual Report on Form 10-K for the year ended December 31, [removed: 1999,] [added: 1997,] File No. [removed: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000095013000001590/0000950130-00-001590.txt)] [added: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/0000940180-98-000317.txt)] | | |

| [removed: 10-F] [added: 10-H] | | | [removed: a)] | | | [Colgate-Palmolive Company [removed: Restated] [added: Supplemental Savings] and [removed: Amended Deferred Compensation Plan for Non-Employee Directors,] [added: Investment Plan, amended and restated, effective] as [removed: amended.] [added: of January 1, 2022.] (Registrant hereby incorporates by reference Exhibit [removed: 10-H] [added: 10-J] to its Annual Report on Form 10-K for the year ended December 31, [removed: 1997,] [added: 2022,] File No. [removed: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/0000940180-98-000317.txt)] [added: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/exhibit10-j12312022.htm)] | | |

| [removed: 10-G] [added: 10-F] | | | | | | [Colgate-Palmolive Company Deferred Compensation Plan, amended and restated, effective as of October 28, 2021. (Registrant hereby incorporates by reference Exhibit 10-B to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, File No. 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166521000027/exhibit10b_093021xq32021.htm) | | |

| [removed: 10-H] [added: 10-G] | | | | | | [Amended and Restated Five Year Credit Agreement, dated as of November 4, 2022, by and among Colgate-Palmolive Company, as Borrower, Citibank, N.A., as Administrative Agent and Arranger, and the Lenders party thereto. (Registrant hereby incorporates by reference Exhibit 10-I to its Annual Report on Form 10-K for the year ended December 31, 2022, File No. [removed: 1-644](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)[.](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)[)](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)] [added: 1-644.)](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/colgate-palmolive_credit.htm)] | | |

| 10-I | | | | | | [removed: [Colgate-Palmolive] [added: [Form of Indemnification Agreement between Colgate-Palmolive] Company [removed: Supplemental Savings] and [removed: Investment Plan, amended] [added: its directors, executive officers] and [removed: restated, effective as of January 1, 2022.] [added: certain key employees.] (Registrant hereby incorporates by reference Exhibit [removed: 10-J] [added: 10-K] to its Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2017,] File No. [removed: 1-644.)*](https://www.sec.gov/Archives/edgar/data/21665/000002166523000007/exhibit10-j12312022.htm)] [added: 1-644.)](https://www.sec.gov/Archives/edgar/data/21665/000002166518000006/exhibit10-k12312017.htm)] | | |

| [removed: 10-J] [added: 19] | | | | | | [removed: [Form of Indemnification Agreement between Colgate-Palmolive] [added: [Colgate-Palmolive] Company [removed: and its directors, executive officers and certain key employees.] [added: Insider Trading Policy.] (Registrant hereby incorporates by reference Exhibit [removed: 10-K] [added: 19] to its Annual Report on Form 10-K for the year ended December 31, [removed: 2017, File No. 1-644.)](https://www.sec.gov/Archives/edgar/data/21665/000002166518000006/exhibit10-k12312017.htm)] [added: 2024).](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit1912312024.htm)] | | |

| 21 | | | | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit2112312024.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/21665/000002166526000006/exhibit2112312025.htm)] | | |

| 23 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit2312312024.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/21665/000002166526000006/exhibit2312312025.htm)] | | |

| 24 | | | | | | [Powers of [removed: Attorney.](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit2412312024.htm)] [added: Attorney.](https://www.sec.gov/Archives/edgar/data/21665/000002166526000006/exhibit2412312025.htm)] | | |

| 31-A | | | | | | [Certificate of the Chairman of the Board, President and Chief Executive Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit31a12312024.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/21665/000002166526000006/exhibit31a12312025.htm)] | | |

| 31-B | | | | | | [Certificate of the Chief Financial Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(a) under the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit31b12312024.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/21665/000002166526000006/exhibit31b12312025.htm)] | | |

| 32 | | | | | | [Certificate of the Chairman of the Board, President and Chief Executive Officer and the Chief Financial Officer of Colgate-Palmolive Company pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. § [removed: 1350.*](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit3212312024.htm)] [added: 1350.*](https://www.sec.gov/Archives/edgar/data/21665/000002166526000006/exhibit3212312025.htm)] | | |

| 97 | | | | | | [Colgate-Palmolive Company Dodd-Frank Clawback Policy for the Recovery of Erroneously Awarded [removed: Compensation.](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit9712312024.htm)] [added: Compensation. (Registrant hereby incorporates by reference Exhibit 97 to its Annual Report on Form 10-K for the year ended December 31, 2023).](https://www.sec.gov/Archives/edgar/data/21665/000002166524000003/exhibit9712312023.htm)] | | |

| 101 | | | | | | The following materials from Colgate-Palmolive Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] formatted in Inline eXtensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Changes in Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. | | |

| | | | | | | | | |

| 19 | | | | | | [Colgate-Palmolive Company Insider Trading Policy.](https://www.sec.gov/Archives/edgar/data/21665/000002166525000008/exhibit1912312024.htm) | | |

| Date: February [removed: 13, 2025] [added: 23, 2026] | | | By | | | /s/ Noel Wallace | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February [removed: 13, 2025,] [added: 23, 2026,] by the following persons on behalf of the registrant and in the capacities indicated.

| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | | [removed: [70](#i0cbec9b1bc8c48ca9d9d7094eee1791f_121)] [added: [68](#ib0fd649137cc43f588463d9f4b028217_121)] | | |

| Consolidated Statements of Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [72](#i0cbec9b1bc8c48ca9d9d7094eee1791f_124)] [added: [70](#ib0fd649137cc43f588463d9f4b028217_124)] | | |

| Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [73](#i0cbec9b1bc8c48ca9d9d7094eee1791f_127)] [added: [71](#ib0fd649137cc43f588463d9f4b028217_127)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: [74](#i0cbec9b1bc8c48ca9d9d7094eee1791f_130)] [added: [72](#ib0fd649137cc43f588463d9f4b028217_130)] | | |

| Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [75](#i0cbec9b1bc8c48ca9d9d7094eee1791f_133)] [added: [73](#ib0fd649137cc43f588463d9f4b028217_133)] | | |

| Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | [removed: [76](#i0cbec9b1bc8c48ca9d9d7094eee1791f_136)] [added: [74](#ib0fd649137cc43f588463d9f4b028217_136)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [77](#i0cbec9b1bc8c48ca9d9d7094eee1791f_142)] [added: [75](#ib0fd649137cc43f588463d9f4b028217_142)] | | |

All other financial statements and schedules not listed have been omitted since the required information is included in the financial statements or the notes thereto or is not applicable or [added: material or] required.

We have audited the accompanying consolidated balance sheets of Colgate-Palmolive Company and its subsidiaries (the "Company") as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of changes in shareholders' equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

Goodwill is subject to [removed: an] impairment [removed: test] [added: tests] at least annually or when events or changes in circumstances indicate that an asset may be impaired.

[removed: As disclosed by management, determining] [added: Determining] the fair value of the Company’s reporting units for goodwill requires significant [removed: estimates and] judgments [added: and estimates] by management.

When a quantitative analysis is performed, [removed: management] [added: the Company generally] uses the income approach, which requires several estimates, including future cash flows consistent with management’s strategic plans, sales growth [added: rates, operating margins, customer attrition rate and the selection of royalty] rates and discount rates.

The principal considerations for our determination that performing procedures relating to the [added: annual and interim] goodwill impairment [removed: assessment] [added: tests] for [removed: a certain reporting unit within] the [removed: North America Oral, Personal and Home Care segment prior to the] [added: skin health] reporting [removed: structure realignment] [added: unit] is a critical audit matter are (i) the significant judgment by management when developing the fair value [removed: estimate] [added: estimates] of [removed: a certain reporting unit within] the [removed: North America Oral, Personal and Home Care segment prior to the] [added: skin health] reporting [removed: structure realignment;] [added: unit;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the sales growth [removed: rates] [added: rates, operating margins,] and [removed: the] discount [removed: rate;] [added: rates;] and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s [added: annual and interim] goodwill impairment [removed: assessment,] [added: tests,] including controls over the valuation of [removed: a certain reporting unit within] the [removed: North America Oral, Personal and Home Care segment prior to the] [added: skin health] reporting [removed: structure realignment.][added: unit.]

These procedures also included, among others (i) testing management’s process for developing the fair value [removed: estimate] [added: estimates] of [removed: a certain reporting unit within] the [removed: North America Oral, Personal and Home Care segment prior to the] [added: skin health] reporting [removed: structure realignment;] [added: unit;] (ii) evaluating the appropriateness of the income approach used by management; (iii) testing the completeness and accuracy of underlying data used in the income approach; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the sales growth [removed: rates] [added: rates, operating margins,] and [removed: the] discount [removed: rate.][added: rates.]

Evaluating management’s assumptions related to the sales growth rates [added: and operating margins] involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of [removed: a certain business within] the [removed: North America Oral, Personal and Home Care segment;] [added: skin health reporting unit;] (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

| New York, New York February [removed: 13, 2025] [added: 23, 2026] | | | | | |

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Net sales | | | $ | [removed: 20,101] [added: 20,382] | | | | | $ | [removed: 19,457] [added: 20,101] | | | | | $ | [removed: 17,967] [added: 19,457] | |

| Cost of sales | | | [removed: 7,940] [added: 8,131] | | | | | | [removed: 8,131] [added: 7,940] | | | | | | [removed: 7,719] [added: 8,131] | | |

| Gross profit | | | [removed: 12,161] [added: 12,251] | | | | | | [removed: 11,326] [added: 12,161] | | | | | | [removed: 10,248] [added: 11,326] | | |

| Selling, general and administrative expenses | | | [removed: 7,729] [added: 7,903] | | | | | | [removed: 7,151] [added: 7,729] | | | | | | [removed: 6,565] [added: 7,151] | | |

| Other (income) expense, net | | | [removed: 164] [added: 123] | | | | | | [removed: 191] [added: 164] | | | | | | [removed: 69] [added: 191] | | |

| Goodwill and intangible assets impairment charges | | | [removed: —] [added: 919] | | | | | | — | | | | | | [removed: 721] [added: —] | | |

| Operating profit | | | [removed: 4,268] [added: 3,306] | | | | | | [removed: 3,984] [added: 4,268] | | | | | | [removed: 2,893] [added: 3,984] | | |

| Non-service related postretirement costs | | | [removed: 87] [added: 55] | | | | | | [removed: 360] [added: 87] | | | | | | [removed: 80] [added: 360] | | |

| Interest expense | | | [removed: 292] [added: 267] | | | | | | [removed: 287] [added: 292] | | | | | | [removed: 167] [added: 287] | | |

| Interest income | | | [removed: 67] [added: 75] | | | | | | [removed: 55] [added: 67] | | | | | | [removed: 14] [added: 55] | | |

| Income before income taxes | | | [removed: 3,956] [added: 3,059] | | | | | | [removed: 3,392] [added: 3,956] | | | | | | [removed: 2,660] [added: 3,392] | | |

| Provision for income taxes | | | [removed: 907] [added: 798] | | | | | | [removed: 937] [added: 907] | | | | | | [removed: 693] [added: 937] | | |

| Net income including noncontrolling interests | | | [removed: 3,049] [added: 2,261] | | | | | | [removed: 2,455] [added: 3,049] | | | | | | [removed: 1,967] [added: 2,455] | | |

| Less: Net income attributable to noncontrolling interests | | | [removed: 160] [added: 129] | | | | | | [removed: 155] [added: 160] | | | | | | [removed: 182] [added: 155] | | |

| Net income attributable to Colgate-Palmolive Company | | | $ | [removed: 2,889] [added: 2,132] | | | | | $ | [removed: 2,300] [added: 2,889] | | | | | $ | [removed: 1,785] [added: 2,300] | |

| Earnings per common share, basic | | | $ | [removed: 3.53] [added: 2.64] | | | | | $ | [removed: 2.78] [added: 3.53] | | | | | $ | [removed: 2.13] [added: 2.78] | |

| Earnings per common share, diluted | | | $ | [removed: 3.51] [added: 2.63] | | | | | $ | [removed: 2.77] [added: 3.51] | | | | | $ | [removed: 2.13] [added: 2.77] | |

| Market Information | | | [122](#ib0fd649137cc43f588463d9f4b028217_235) | | |

*Annual and Interim Goodwill Impairment Tests - Skin Health Reporting Unit*

As described in Notes 2 and 5 to the consolidated financial statements, the Company’s consolidated goodwill balance was $3,122 million as of December 31, 2025, and the goodwill associated with the skin health reporting unit was $51 million.

In the fourth quarter of 2025, management concluded that changes in circumstances in the skin health reporting unit triggered the need for an interim impairment review of its goodwill.

Management completed a quantitative impairment test for goodwill and recorded a goodwill impairment charge of $582 million in the skin health reporting unit.

| Less: Net income attributable to noncontrolling interests | | | 129 | | | | | | 160 | | | | | | 155 | | |

| | | | 2025 | | | | | | 2024 | | |

| Goodwill | | | 3,122 | | | | | | 3,272 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,132 | | | | | | — | | | | | | 129 | | |

| Dividends ($2.08)/per share* | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,681) | | | | | | — | | | | | | (157) | | |

| Balance, December 31, 2025 | | | $ | 1,466 | | | | | $ | 4,322 | | | | | $ | — | | | | | $ | (28,450) | | | | | $ | 26,595 | | | | | $ | (3,879) | | | | | $ | 311 | |

Four dividends were declared in 2023.

\`

| Net income including noncontrolling interests | | | $ | 2,261 | | | | | $ | 3,049 | | | | | $ | 2,455 | |

| Goodwill and intangible assets impairment charges | | | 919 | | | | | | — | | | | | | — | | |

| Other non-current liabilities | | | (95) | | | | | | (44) | | | | | | (64) | | |

In determining the fair value of the Company’s reporting units, fair value is also generally determined using the market approach, which is generally derived from metrics of comparable publicly traded companies.

As multiple valuation methodologies are used, the Company also performs a qualitative analysis comparing the fair value of a reporting unit under each method to assess its reasonableness and ensure consistency of results.

In September 2025, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software.” This ASU modernizes the capitalization criteria for internal-use software by eliminating references to project stages and clarifying the threshold applied to begin capitalizing costs.

The Company is currently assessing the impact of this new guidance.

There have been no other accounting pronouncements issued or effective during the fiscal year that have had, or are expected to have, a material impact on the Company’s Consolidated Financial Statements.

Acquisitions

On April 30, 2025, the Company acquired Care TopCo Pty Ltd, the owner of the Prime100 pet food business, for cash consideration of AU $471 (approximately $301).

This acquisition provides the Company’s Hill’s Pet Nutrition segment with an entry into the fast-growing fresh pet food category in Australia.

The acquisition was financed with a combination of debt and cash and was accounted for as a business combination in accordance with ASC 805.

The total purchase price of $301 has been allocated to the net assets acquired based on their respective estimated fair values as follows:

| Cash | | | $ | 8 | |

| Other current assets | | | 12 | | |

| Other intangible assets | | | 64 | | |

| Goodwill | | | 207 | | |

| Total liabilities | | | (8) | | |

| Fair value of net assets acquired | | | $ | 301 | |

Goodwill of $207 was allocated to the Hill’s Pet Nutrition segment.

The Company expects that goodwill will be deductible for tax purposes.

Other intangible assets acquired include trademarks, customer relationships and product formulations, which now have useful lives ranging from five to 20 years.

The preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revisions, which may result in adjustments to the preliminary values discussed above.

The Company expects to finalize the purchase price allocation no later than the second quarter of 2026.

Pro forma results of operations have not been presented as the impact on the Company’s Consolidated Financial Statements is not material.

*Strategic Growth and Productivity Program*

On July 31, 2025, the Company’s Board of Directors (the “Board”) approved a new three-year productivity program to drive future growth and support the Company’s 2030 strategy (the “Strategic Growth and Productivity Program”).

| Market Information | | | [121](#i0cbec9b1bc8c48ca9d9d7094eee1791f_232) | | |

*Goodwill Impairment Assessment for a Certain Reporting Unit within the North America Oral, Personal and Home Care Segment Prior to the Reporting Structure Realignment*

As described in Notes 2, 4 and 13 to the consolidated financial statements, goodwill within the North America Oral, Personal and Home Care segment was $1,108 million as of December 31, 2024, of which a portion relates to a certain reporting unit.

In connection with management changes, the Company realigned the reporting structure of its skin health business effective July 1, 2024, and in conjunction with this reporting structure realignment, management completed a goodwill impairment assessment.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance, January 1, 2022 | | | $ | 1,466 | | | | | $ | 3,269 | | | | | $ | (1) | | | | | $ | (24,089) | | | | | $ | 24,350 | | | | | $ | (4,386) | | | | | $ | 362 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,785 | | | | | | — | | | | | | 182 | | |

| Dividends ($1.86)/per share* | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,562) | | | | | | — | | | | | | (135) | | |

| Gain on the sale of land | | | — | | | | | | — | | | | | | (47) | | |

| Proceeds from the sale of land | | | — | | | | | | — | | | | | | 47 | | |

| | | | | | | | | | | | | | | | | | | | | |

Before and after the reporting structure realignment, the Company completed an assessment indicating no goodwill impairment was required.

In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2024-04, “Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments.” This ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions.

Other than the new disclosure requirements, this guidance will not have an impact on the Company’s Consolidated Financial Statements.

In March 2024, the SEC finalized rules intended to enhance and standardize climate-related disclosures in registrants’ registration statements and Annual Reports on Form 10-K.

The new rules would require climate-related disclosures, including as they relate to governance, strategy, risk management, targets and goals and greenhouse gas emissions.

In addition, the rules would require certain climate-related disclosures as it relates to severe weather events and other natural conditions and carbon offsets and renewable energy credits.

In April 2024, the SEC voluntarily stayed the rules due to pending judicial review.

This guidance is effective for the Company for fiscal years beginning after December 15, 2024.

In December 2023, the FASB issued ASU No. 2023-08, “Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets.” This ASU improves the accounting for certain crypto assets by requiring companies to measure them at fair value for each reporting period with changes in fair value recognized in net income.

This guidance is effective for the Company for fiscal years beginning after December 15, 2024 and is not expected to have an impact on the Company’s Consolidated Financial Statements.

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This ASU modified the disclosure and presentation requirements primarily through enhanced disclosures of significant segment expenses and other segment items.

In October 2023, the FASB issued ASU No. 2023-06, “Disclosure Improvements—Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This ASU modified the disclosure and presentation requirements of a variety of codification topics by aligning them with the SEC’s regulations.

This guidance is effective for the Company no later than June 30, 2027.

In August 2023, the FASB issued ASU No. 2023-05, “Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement.” This ASU requires a joint venture to initially measure all contributions received upon its formation at fair value.

This guidance is applicable to joint ventures with a formation date on or after January 1, 2025 and is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In March 2023, the FASB issued ASU No. 2023-01, “Leases (Topic 842): Common Control Arrangements.” This ASU clarified the accounting for leasehold improvements for leases under common control.

The guidance was effective for the Company beginning on January 1, 2024 and did not have a material impact on the Company’s Consolidated Financial Statements.

In September 2022, the FASB issued ASU No. 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.” This ASU requires a buyer that uses supplier finance programs to make annual disclosures about the programs’ key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period and associated roll-forward information.

The Company adopted the guidance beginning on January 1, 2023, and with respect to the roll-forward information disclosure, beginning on January 1, 2024.

See Note 15, Supplier Finance Programs for additional information.

All initiatives have been implemented and the program concluded on December 31, 2024.

| | | | Total Program Charges | | |

| Incremental Depreciation | | | 13 | | |

| Asset Impairments | | | 1 | | |

Total pretax charges resulting from the 2022 Global Productivity Initiative were comprised of the following categories: employee-related costs, including severance, pension and other termination benefits (80%); asset-related costs, primarily accelerated depreciation and asset write-downs (5%); and other charges (15%), which include contract termination costs, consisting primarily of implementation-related charges resulting directly from exit activities and the implementation of new strategies.

Over the course of the 2022 Global Productivity Initiative, approximately 80% of the charges resulted in cash expenditures.

| Non-service related postretirement costs | | | — | | | | | | 5 | | | | | |

(1) The Company has recast its historical geographic segment information to conform to the reporting structure effective as of July 1, 2024.

See Note 13, Segment Information for additional details.