Clorox (CLX) 10-K risk factor changes: FY2025 vs FY2024

Unfavorable and uncertain general economic [removed: and geopolitical conditions] [added: and geopolitical conditions] beyond the Company's control could negatively impact its financial results.

These factors include, but are not limited to, [removed: supply chain disruptions, labor shortages, wage pressures, ongoing elevated levels of] inflation, [added: tariffs,] recession and economic slowdown, [added: labor shortages, wage pressures, and supply chain disruptions,] as well as housing markets, consumer credit availability, consumer debt levels, fuel and energy [removed: costs (for example, the price of gasoline or alternative energy sources), rising] [added: costs,] interest [removed: rates,] [added: rate fluctuations,] tax rates and policy, unemployment trends, [removed: the impact of] natural disasters, pandemics/epidemics, civil disturbances and terrorist activities, foreign currency exchange rate fluctuations, conditions affecting the retail environment for the Company's products and other [removed: matters] [added: factors] that influence consumer demand, spending and preferences that could impact the demand for the Company's products and negatively impact its net sales and results of operations.

In addition, geopolitical [removed: instability, including] [added: instability (including] the conflicts in Ukraine and the Middle [removed: East] [added: East, the potential for escalation in hostilities between the U.S.] and [added: Iran, and] rising tensions between China and [removed: Taiwan,] [added: Taiwan);] actual and potential shifts in U.S. and foreign trade, economic and other [removed: policies, including] [added: policies (including] as a result of escalating trade tensions between the U.S. and its trading [removed: partners, including China, as well as other global events, have significantly increased global macroeconomic uncertainty and volatility.]

Sustained macroeconomic uncertainty and volatility and geopolitical [removed: instability, including relating to the results of elections,] [added: instability] could undermine global consumer confidence and could continue to reduce [removed: consumers’] [added: consumer spending and] purchasing power, thereby reducing demand for the Company's products, and continue to disrupt global supply chains, impacting the availability and cost of transportation, logistics, raw materials, commodities, labor and packaging.

This uncertainty and volatility also make it difficult for the Company, as well as its customers, suppliers, distributors and business partners to anticipate the resulting impacts and to accurately [removed: forecast] [added: forecast, make financial projections,] and plan future business activities, which may, in turn, cause customers to limit their purchase orders or affect their ability to pay amounts owed to the Company in a timely manner or at all, or adversely affect its business partners' ability to supply or provide services.

These situations [removed: are evolving,] [added: continue to evolve,] and there is significant uncertainty as to their full or related impacts on the global economy and geopolitical relations, in general, and on the Company’s business, in particular.

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[added: These geopolitical conflicts and tensions may also heighten other risks] disclosed in this Report, [added: including relating to cybersecurity,] any of which could have an adverse impact on the Company’s business, results of operations, cash flows and/or financial condition.

[removed: Sales growth objectives may be difficult to achieve, and market] [added: Market] and category declines and [removed: changes to] the Company’s product and geographic mix may adversely impact the Company’s [removed: financial condition] [added: ability to meet sales growth targets, profitability] and [removed: results of operations.][added: financial results.]

During fiscal year [removed: 2024, 84%] [added: 2025, 86%] of the Company’s net sales were attributable to U.S. markets, including U.S. territories.

[removed: Furthermore,] [added: Even if we are successful at increasing sales,] a general decline in the markets for [removed: certain] [added: the Company’s] product categories has [removed: had] [added: had,] and may in the future [removed: have] [added: have,] a negative impact on the Company’s financial [removed: condition and] [added: condition,] results of [removed: operations.][added: operations and ability to meet its sales growth targets.]

In particular, the growing presence of, and increasing sales through, e-commerce retailers have affected, and may continue to affect, consumer behavior or preferences (as consumers increasingly shop online [removed: and via mobile] [added: to compare pricing] and [removed: social applications)] [added: product availability)] and market dynamics, including any pricing pressures for consumer goods as retailers face added costs to build their e-commerce capacity.

Further, consumer preferences continue to evolve due to a number of factors, including [removed: inflation] [added: macroeconomic volatility and uncertainty, and inflation,] which could cause consumers to purchase a smaller pack or quantity of a product or a lower priced alternative to the Company's products; fragmentation of the consumer market and changes in consumer demographics, which includes the aging of the general population and the emergence of millennial and younger generations who have different spending, consumption and purchasing habits; evolving consumer concerns or perceptions regarding [removed: ESG] [added: the sustainability] practices of manufacturers, including the environmental impacts of products [added: (including packaging, energy] and [added: water use, and waste management) and] the sourcing and sustainability of packaging materials, such as single-use plastics; a growing demand for natural or organic products and ingredients; evolving consumer concerns or perceptions (whether accurate or inaccurate) regarding the effects of ingredients or substances present in certain consumer products; [added: and] changing consumer sentiment toward non-local products or [removed: sources; and changing perceptions of environmental impacts (including packaging, energy and water use and waste management).][added: sources.]

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[added: Consumer preferences are also influenced by perception of the brand image of the Company and its] products, the success of advertising and marketing campaigns, the Company’s ability to engage with consumers in the manner they prefer, including through the use of digital media or assets, and the perception of the Company’s advertising, use of social media and engagement in political and social issues, and geopolitical events.

If the Company is not successful in continuing to adapt to rapidly changing consumer preferences and market dynamics or expanding sales through e-commerce retailers or alternative retail channels, consumers may reduce [removed: the purchase] [added: their purchasing] of the Company's products, which could negatively impact its business, financial condition and results of operations.

The Company faces intense competition from consumer product companies both in the U.S. and in its international [removed: markets.][added: markets, and our ability to maintain or gain market share may be impacted by the actions by competitors.]

Increased purchases of “private label” products or other lower priced brands could negatively impact net sales of the Company’s higher-margin products or there could be a shift in product mix to lower-margin offerings, [removed: especially at a time of ongoing inflationary pressure,] and this would negatively impact its net earnings and profits.

[removed: The Company is also] increasingly using digital media marketing and promotional programs to reach consumers.

These competitors, as well as new [added: or smaller] market entrants, may be able to spend more aggressively on advertising and promotional activities, introduce competing products more quickly, adopt new technology, such as artificial intelligence and machine learning, more quickly and successfully, and respond more effectively to changing business and [removed: economic] [added: macroeconomic] conditions and consumer preferences than the Company can.

Harm to the Company’s reputation or the reputation of one or more of its leading brands or products could have an adverse effect on [removed: the] [added: its] business, financial condition and results of operations.

The Company devotes significant time and resources to programs designed to protect and preserve its reputation such as ethics and compliance, brand [removed: protection,] [added: protection and suitability,] product safety and quality, and enterprise risk management, and has published [removed: ESG] goals, including relating to environmental impact and [removed: sustainability and inclusion and diversity,] [added: sustainability,] as part of its IGNITE Strategy.

The Company could be the subject of negative publicity in spite of or as a result of these efforts, including relating to product safety, quality or [removed: efficacy,] [added: efficacy;] ingredients or substances [removed: present] [added: actually] or allegedly present in the Company’s products or [removed: packaging,] [added: packaging; sustainability;] or [removed: ESG and related issues,] [added: its human capital practices,] including if the Company [removed: is] [added: changes its position on or does] not [removed: successful in achieving] [added: achieve] its [removed: ESG goals] [added: sustainability goals,] or provides inaccurate information.

The Company’s [removed: products, especially its dietary supplement and related products,] [added: products] are dependent on consumers’ perception of their efficacy, safety and quality.

Emerging studies have, in the past, and could, in the future, prove or allege that ingredients or substances that are present or allegedly present in the Company's products, the products themselves, or similar products of other companies, are [removed: ineffective or] harmful to consumers.

Widespread use of social media and networking sites by consumers has greatly increased the accessibility and speed of dissemination of information [removed: and misinformation.][added: (whether accurate or inaccurate).]

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[added: Additionally, marketing initiatives] may not have the desired effect on a brand’s or product’s image.

Net sales to the Company’s largest customer, Walmart Stores, Inc. and its affiliates, were [added: 27%,] 25%, [removed: 26%] and [removed: 25%] [added: 26%] of consolidated net sales for the fiscal years ended June 30, [added: 2025,] 2024, [removed: 2023] and [removed: 2022,] [added: 2023,] respectively, and occurred across all of the Company’s reportable segments.

The Company’s five largest customers accounted for nearly half of the Company’s consolidated net sales for each of the fiscal years [added: 2025,] 2024, [removed: 2023] and [removed: 2022,] [added: 2023,] and a significant portion of the Company’s future revenues may continue to be derived from a small number of customers.

In addition, the use of the latest [added: pricing] technology by its customers [removed: regarding pricing] may lead to category pricing pressures.

Consistent with the ongoing variability in information technology (IT) systems industry-wide, the Company's IT [removed: platforms] [added: platforms, including after the implementation its ERP system,] may not be fully compatible at all times with those used by its customers and may not be able to respond to customer data or technology demands.

The Company may not successfully introduce new products and line extensions, or expand into adjacent categories and countries, which could adversely impact its [added: ability to meet sales growth targets,] financial condition and results of operations.

The Company’s [removed: future performance and] [added: ability to achieve its sales] growth [added: targets] depends on innovation and its ability to successfully develop or license capabilities to introduce new products, brands, line extensions and product innovations or enter or expand into adjacent product categories, sales [removed: channels] [added: channels, markets] or countries.

The Company’s ability to anticipate changes in consumer preferences and quickly innovate in order to adapt its products (including product [removed: packaging,] [added: packaging and] environmental impact and sustainability profile) to meet changing consumer demands and/or evolving regulatory requirements is essential, especially in light of the reduction in barriers for even small competitors, and these innovations may result in increased costs.

These risks include product development or launch delays, noncompliance with applicable laws or regulations, or infringement of third-party intellectual property, any of which could result in the Company not being first to market, and the failure of new products, brands and line extensions to achieve [added: anticipated levels of market acceptance.]

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The Company’s success depends, in part, on its continuing ability to identify, hire, develop and retain highly qualified [added: personnel with diverse perspectives, experiences,] and [added: backgrounds that reflect the Company’s varied and] diverse [removed: personnel.][added: consumer base, at all levels of the business, including management and in its manufacturing facilities.]

[removed: The Company’s success also depends on its] ability to retain its key personnel, including its executive officers and senior management team, and to continue to implement its succession plans for senior management and other key employees.

Acquisitions, new venture investments and divestitures may not be successful, which could have an adverse effect on the Company’s [removed: business, financial condition and results of operations.][added: business.]

2 The Company's fiscal year 2025 RIR of 0.66 means that for every 100 full-time equivalent Clorox employees globally, the Company averaged less than one recordable incident during the past year.

The criteria used to determine RIR follows the U.S. Department of Labor’s OSHA guidelines and is applied globally.

The RIR does not include workers at offices with fewer than 10 employees, but it does include remote workers.

partners, including China, particularly due to the imposition of tariffs by the U.S. and retaliatory tariffs by those partners); and other global events, have significantly increased global macroeconomic uncertainty and volatility.

Furthermore, U.S. government policy or election outcomes may prompt nationalist sentiment abroad, potentially resulting in targeted boycotts of U.S. products and services, which could adversely affect demand for the Company’s products in certain international markets and negatively impact financial results.

U.S. markets for consumer goods are considered more mature and commonly characterized by high household penetration, particularly with respect to our most significant product categories.

The Company’s ability to achieve its sales growth targets depends on its ability to successfully introduce new products, brands, line extensions, and product innovations, or enter or expand into adjacent product categories, sales channels, markets or countries.

Further, the Company’s product, category and/or geographic mix may hinder the Company’s ability to meet these strategic targets, especially in conjunction with ongoing macroeconomic volatility, which would adversely impact its profitability and financial results.

The Company is also

The Company may not successfully execute or realize the anticipated benefits of its strategic or transformational initiatives.

The Company is implementing certain strategic and transformational initiatives intended to generate cost savings, improve operational efficiencies and enhance its competitive position.

These initiatives include the implementation of a new ERP system, expansion of digital capabilities and productivity enhancements, and continued execution of its long-standing cost savings program focused on reducing material and manufacturing costs, improving supply chain operations, and reducing overhead.

These initiatives (and their concurrent execution) may have unintended consequences, such as business disruptions, diversion of management attention, reduced employee morale and productivity, organizational fatigue, loss of institutional knowledge, and negative impacts on relationships with customers, suppliers, and business partners.

The ERP system implementation, expected to be completed in the U.S. during fiscal year 2026, has required and will continue to require investment of personnel and financial resources to support post-implementation efforts and system functionality.

Following implementation, the Company may experience system inefficiencies or integration challenges, delays in key business processes or workflows, data quality or migration issues, security access gaps, or operational disruptions.

Any such disruptions could impact our ability to process transactions (including invoicing and collections), manage inventory and supply chain operations, or fulfill customer orders, which could adversely impact our customer relationships, cash flows and business.

Additionally, the expected value and cost savings from the ERP system and other transformational initiatives may not be achieved, may be realized more slowly than anticipated, may not be maintained including through training or effective change management, or may be offset by increased costs or other unintended consequences.

The Company also may not be able to successfully enter new markets, launch new products and innovations, implement pricing actions, restructure operations, and pursue strategic acquisitions or divestitures.

These strategic initiatives may not be effectively implemented, may fail to achieve intended results, or may result in unanticipated costs or complexities.

If the Company is unable to successfully execute its strategic or transformation initiatives or realize their anticipated value or benefits, its business, financial condition, and results of operations could be materially adversely affected.

While the Company’s success may increasingly become dependent on its ability to adopt and effectively leverage this emerging technology, it may not be able to do so in an effective manner.

This technology could also prove to be, among other things, false, biased, or inconsistent with the Company’s values and strategies, which could lead to operational disruptions, flawed decision-making, increased costs, or reputational harm.

The Company may not be able to attract, develop or retain the highly skilled personnel needed to support its business.

The Company’s success also depends on its

Supply pressures and market disruptions may continue into fiscal year 2026, however, including as a result of new or increasing U.S. or retaliatory tariffs, which could also increase raw material costs.

In addition, the Company may face challenges in production planning and execution, which could impact its ability to cost-effectively meet

The Company is in the process of a multi-year phased upgrade of its digital and productivity capabilities and ERP system replacement.

These attacks may also be difficult to detect for periods of time and, even if detected, the nature and extent of the incident may not be immediately clear and an investigation into an incident could take a significant amount of time to complete.

These factors may inhibit the Company’s ability to provide rapid, complete, and reliable information about the cybersecurity incident to customers, counterparties, and regulators, as well as the public.

industry standards and contractual obligations.

of operations.

Changes in government and tax regulations could have a material effect on our financial results.

The Company’s manufacturing, processing, formulation, packaging, labeling, storage, distribution, advertising, and sale of its products and business operations must comply with extensive, increasingly varied, and complex federal, state, and foreign laws and regulations.

Additionally, significant and wide-ranging reforms, regulatory changes, policies, and executive orders, changing enforcement priorities, and staffing reductions at governmental agencies at the federal level in 2025 have introduced uncertainty regarding future regulatory impacts, including around product safety standards, labeling requirements, or approval processes, which may delay product launches, increase compliance risk, or impact the Company’s ability to bring new products to market expeditiously or efficiently.

For instance, the Company is subject to environmental regulations related to the transportation, storage, and use of certain chemicals.

It may also face increased costs or mandatory funding obligations under extended producer responsibility regulations (such as plastic or packaging taxes, recycling, and waste management programs) or restrictions on materials and packaging types.

These requirements could raise raw material acquisition and compliance costs, limit material availability, or make the Company’s products more expensive and less competitive, thereby reducing consumer demand.

Furthermore, the Company is subject to rapidly evolving and increasingly complex legal and regulatory requirements in areas such as sustainability disclosure, sustainable packaging (including plastic packaging), data privacy, executive compensation, and corporate governance.

The lack of regulatory convergence across jurisdictions, especially at the state level, may further increase compliance costs.

For example, on July 4, 2025, the One Big Beautiful Bill Act was enacted in the United States.

These geopolitical conflicts and tensions may also heighten other risks

The situation continues to evolve and significant uncertainties regarding the full impact of these conflicts or the related impacts on the global economy and geopolitical relations remain.

The Company has implemented price increases and may implement additional price increases in the future, including to account for increasing costs, which may adversely affect sales volumes.

In addition, competitors may or may not take competitive actions, which may lead to sales declines and loss of market share.

If the Company is unable to increase market share in existing product lines, develop product innovations, undertake sales, marketing and advertising initiatives that grow its product categories, effectively adopt and leverage existing and emerging technologies, such as artificial intelligence or machine learning, and/or develop, acquire or successfully launch new products or brands, it may not achieve its sales growth objectives.

In addition, changes to the mix of products that the Company sells, as well as the mix of countries in which its products are sold, may adversely impact the Company’s net sales, profitability and cash flow.

Consumer preferences are also influenced by perception of the brand image of the Company and its

Additionally, marketing initiatives

The Company’s ability to adopt this emerging technology in an effective and ethical manner may impact its reputation and ability to compete, and this technology could be, among other things, false, biased, or inconsistent with the Company’s values and strategies.

anticipated levels of market acceptance.

Loss of, or inability to attract, key personnel could adversely impact the Company’s business.

In addition, to the extent that the economic benefits associated with an acquisition

For example, in March 2024, the Company completed the sale of its Argentina business, which consisted of two production plants in Argentina as well as the rights to the Company’s brands in Argentina, Uruguay and Paraguay, and in July 2024, the Company entered into a definitive agreement to sell its Better Health VMS business.

The Better Health VMS transaction is expected to close in the first quarter of fiscal year 2025.

The COVID-19 pandemic has affected and could continue to negatively affect the Company's business by causing or contributing to, among other things:

- Disruptions in business operations and in the ability of significant third-party vendors, manufacturers and other business partners, including customers, to meet their obligations to us;

- Worldwide, regional and local adverse economic and financial market conditions, all of which could impact the manufacturing operations of the Company or third-party partners;

- Adverse impacts on the supply chain, including manufacturing by the Company or third-party partners, due to raw material, packaging or other supply shortages, labor shortages or reduced availability of commercial transport and port operational disruptions; and

- Sustained labor shortages or increased turnover rates.

Although the World Health Organization and the federal government have declared an end to COVID-19 as a global and national health emergency, respectively, risks related to COVID-19 have adversely affected and may continue to adversely affect the Company’s business, results of operations, cash flows and financial condition.

On Monday, August 14, 2023, the Company disclosed it had identified unauthorized activity on some of its IT systems.

That activity began on Friday, August 11, 2023 and after becoming aware of it that evening, the Company immediately began taking steps to stop and remediate the activity.

The Company also took certain systems offline and engaged third-party cybersecurity experts to support its investigation and recovery efforts.

The Company implemented its business continuity plans, including

manual ordering and processing procedures at a reduced rate of operations in order to continue servicing its customers.

However, the incident resulted in wide-scale disruptions to the Company’s business operations throughout the remainder of the quarter ended September 30, 2023 and negatively impacted fiscal year 2024 results, though some of the anticipated net sales not recognized in the first quarter of fiscal year 2024 as a result of the disruptions were recognized in the later quarters of fiscal year 2024.

The impacts of these system disruptions included order processing delays and significant product outages, resulting in a negative impact on net sales and earnings.

The Company has since transitioned back to automated order processing.

The Company experienced lessening operational impacts starting in the second quarter of fiscal year 2024 and has since returned to substantially normalized operations.

The cyberattack may also lead to additional regulatory scrutiny or litigation exposure.

The Company is in the process of a multi-year phased upgrade of its digital capabilities, including enhancing operating efficiencies and transitioning to a cloud-based platform, as well as replacing its enterprise resource planning system.

The Company has seen and may continue to see an increase in the number of such attacks, especially as the Company continues operating under a hybrid working model under which employees can work and access the Company’s technology infrastructure remotely.

Significant inflationary pressures have impacted the Company's gross margin in fiscal years 2023 and, to a lesser extent, 2024, and it expects inflationary pressures to continue into fiscal year 2025.

inability to achieve expected cost savings or efficiencies and result in additional costs to correct errors made by such service providers.

Government regulations could impose material costs.

Additionally, the Company could be subject to future inquiries or investigations by governmental and other regulatory bodies.

The model rules are known as the Global Anti-Base Erosion rules (GloBE rules) or “Pillar Two”.

The Company does not expect Pillar Two to materially impact its effective tax rate or cash flows.

The Company will continue to monitor and evaluate new legislation and guidance, which could impact this assessment.

These anti-bribery laws generally prohibit companies and their intermediaries from making improper payments to government officials or other third parties for the purpose of obtaining or retaining business.

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| | | | for the fiscal year ended | | | June 30, [removed: 2024] [added: 2025] | | |

][added: logo.jpg](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/clx-20250630_g1.jpg)]

The aggregate market value of the registrant’s common stock held by non-affiliates as of December [removed: 29, 2023] [added: 31, 2024] (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately [removed: $17.7] [added: $19.9] billion.

As of July 23, [removed: 2024,] [added: 2025,] there were [removed: 123,861,545] [added: 122,309,414] shares of the registrant’s common stock outstanding.

Portions of the registrant’s definitive proxy statement for the [removed: 2024] [added: 2025] Annual Meeting of [removed: Stockholders] [added: Shareholders] (the “Proxy Statement”), to be filed within 120 days after June 30, [removed: 2024,] [added: 2025,] are incorporated by reference into Part III, Items 10 through 14 of this Annual Report on Form 10-K.

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FOR THE FISCAL YEAR ENDED JUNE 30, [removed: 2024][added: 2025]

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[Table of [removed: Contents](#icab3393e30bd45ca9ac4dccb176e827d_7)[](#icab3393e30bd45ca9ac4dccb176e827d_7)][added: Contents](#i0c76ae3bb88940d0b542032738e9b926_7)[](#i0c76ae3bb88940d0b542032738e9b926_7)]

This Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2024] [added: 2025] (this Report), including the exhibits hereto and the information incorporated by reference herein, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), including, among others, statements regarding the expected or potential impact of the Company’s operational disruption stemming from a cyberattack, and any such forward-looking statements involve risks, assumptions and uncertainties.

The Clorox Company is a leading multinational manufacturer and marketer of consumer and professional products with fiscal year [removed: 2024] [added: 2025] net sales of $7.1 billion and about [removed: 8,000] [added: 7,600] employees worldwide as of June 30, [removed: 2024.][added: 2025.]

The Company has operations in approximately 25 countries or territories and sells its products in [removed: more than] [added: approximately] 100 markets, primarily through mass retailers; grocery outlets; warehouse clubs; dollar stores; home hardware centers; drug, pet and military stores; third-party and owned e-commerce channels; and distributors.

Clorox markets some of the most trusted and recognized consumer brand names, including its namesake bleach, cleaning and disinfecting products; Pine-Sol® and Tilex® cleaners; Liquid-Plumr® clog removers; Poett® home care products; Glad® bags and wraps; Fresh Step® cat litter; Kingsford® grilling products; Hidden Valley® dressings, dips, seasonings and sauces; Brita® water-filtration products; [added: and] Burt’s Bees® natural personal care [removed: products; and Natural Vitality®, RenewLife®, NeoCell® and Rainbow Light® vitamins, minerals and supplements.][added: products.]

[removed: About] [added: Over] 80% of the Company’s sales are generated from brands that hold the No. 1 or No. 2 market share positions in their categories.

In addition, [added: IGNITE's] integrated [removed: environmental, social and governance (ESG) goals help drive] [added: approach to sustainability supports] long-term value [added: creation] for the Company and its stakeholders.

The Company entered fiscal year [removed: 2024] [added: 2025 in a position of operational strength,] having [added: fully recovered from the August 2023 cyberattack and] delivered strong execution against its IGNITE goals during the prior fiscal year.

[Table of [removed: Contents](#icab3393e30bd45ca9ac4dccb176e827d_7)[](#icab3393e30bd45ca9ac4dccb176e827d_7)][added: Contents](#i0c76ae3bb88940d0b542032738e9b926_7)[](#i0c76ae3bb88940d0b542032738e9b926_7)]

Despite these headwinds, in fiscal year [removed: 2024] [added: 2025] the Company [removed: has recovered from the cyberattack] [added: delivered organic sales and earnings growth] while advancing its goals to build a stronger, more resilient company.

| | | | | | | [Item 1.C.](#i0c76ae3bb88940d0b542032738e9b926_37) | | | | | | [Cybersecurity](#i0c76ae3bb88940d0b542032738e9b926_37) | | | [21](#i0c76ae3bb88940d0b542032738e9b926_37) | | |

| | | | | | | | | | | | | [Information About Our Executive Officers](#i0c76ae3bb88940d0b542032738e9b926_49) | | | [23](#i0c76ae3bb88940d0b542032738e9b926_49) | | |

| [Signatures](#i0c76ae3bb88940d0b542032738e9b926_112) | | | | | | | | | | | | | | | [33](#i0c76ae3bb88940d0b542032738e9b926_112) | | |

In the back half of the fiscal year, heightened macroeconomic uncertainties drove changes in shopping behaviors, resulting in temporary category slowdowns and lower sales.

While net sales were

essentially flat in fiscal year 2025, the Company grew overall market share while also expanding gross margin.

Diluted net earnings per share (EPS) increased 190% compared to the year-ago period, primarily due to the losses on the divestiture of the Argentina business in the prior period, higher volume in the current period, the pension settlement charge in the prior period and cost savings and the benefits of cyberattack insurance recoveries in the current period, partially offset by the loss relating to the divestiture of the Better Health Vitamins, Minerals and Supplements (VMS) business, unfavorable mix and higher trade promotion spending all in the current period.

The Company also launched numerous innovations and new products in fiscal year 2025, including seven new Hidden Valley Ranch flavors, new scent options for Scentiva Bleach and Poett Multi-Purpose Cleaner, Burt’s Bees Tinted Boosted Lip Balm and Rescue Lip Relief, Ever Clean Senior Cat Litter as well as Fresh Step Heavy Duty Litter, Kingsford Beercoal charcoal briquettes and the Brita Plus System.

In September 2024, the Company completed the divestiture of its Better Health VMS business, which included the Natural Vitality, NeoCell, Rainbow Light and RenewLife brands, relevant trademarks and licenses, and associated manufacturing and distribution facilities in Sunrise, Florida.

In February 2025, the Company announced that the Venture Agreement with The Procter & Gamble Company (P&G) for the Company's Glad bags and wraps business will wind down by January 31, 2026.

The Company will acquire P&G’s 20% interest in the venture at its termination.

Clorox’s purchase of P&G’s interest in the Glad business will be at a fair market value as established by predetermined contractual valuation procedures as of the expiration date of the joint venture.

Following expiration of the joint venture, the Glad business will retain the exclusive core intellectual property licenses contributed by P&G on a royalty-free basis for the licensed products marketed.

Following the successful implementation of the new ERP system in Canada, Clorox began implementation in the U.S. in fiscal year 2026.

During the fourth quarter of fiscal year 2025, certain retailers placed orders in advance of the ERP transition in the U.S. to minimize any potential inventory impacts during the implementation phase.

The incremental shipments provided a benefit to net sales, however, these impacts are expected to reverse in fiscal year 2026 as retailers draw down this inventory.

Clorox also received the Technology Innovation Award from the Household & Commercial Products Association and was named to Wall Street Journal's 250 Best Managed Companies.

In July 2025, Clorox announced an increase of 2% to its dividend, consistent with its longstanding practice of delivering annual dividend increases.

Operating segments not aggregated into a reportable segment are reflected in Corporate and Other.

For further information regarding the impact of changes in commodity prices, see

The Company believes its values-based culture connects to its purpose and helps its people be at their best.

A workforce comprised of diverse backgrounds and experiences helps the Company better understand and meet the needs of its consumers.

Clorox fosters an inclusive workplace to create stronger teams, unlock more innovation and – ultimately – contribute to its growth and success.

In fiscal year 2025, the Company’s recordable

incident rate (RIR) was 0.66.

__________________

(Check one):

| | | | | | | [I](#icab3393e30bd45ca9ac4dccb176e827d_911)[tem 1.C.](#icab3393e30bd45ca9ac4dccb176e827d_911) | | | | | | [C](#icab3393e30bd45ca9ac4dccb176e827d_911)[ybersecurity](#icab3393e30bd45ca9ac4dccb176e827d_911) | | | [21](#icab3393e30bd45ca9ac4dccb176e827d_911) | | |

| | | | | | | | | | | | | [I](#icab3393e30bd45ca9ac4dccb176e827d_941)[nformation](#icab3393e30bd45ca9ac4dccb176e827d_941) [About](#icab3393e30bd45ca9ac4dccb176e827d_941) [O](#icab3393e30bd45ca9ac4dccb176e827d_941)[ur Executive Officers](#icab3393e30bd45ca9ac4dccb176e827d_941) | | | [24](#icab3393e30bd45ca9ac4dccb176e827d_941) | | |

| [Signatures](#icab3393e30bd45ca9ac4dccb176e827d_106) | | | | | | | | | | | | | | | [35](#icab3393e30bd45ca9ac4dccb176e827d_106) | | |

IGNITE focuses on four strategic choices aimed at fueling long-term, profitable growth; innovating consumer experiences; reimagining how the company and its people work; and continuously evolving the product portfolio.

In August 2023, a cyberattack created significant disruption to the Company's operations.

Together with factors such as continued inflation, a consumer who remains under pressure and economic volatility in certain geographic markets, this created a dynamic operating environment as the Company continued its efforts to drive growth, rebuild margin and deliver transformation.

While net sales decreased mainly due to the disruptions caused by the cyberattack, the Company rebuilt gross margin primarily due to the benefit of pricing actions and continued positive returns from its trademark cost savings program.

Diluted net earnings per share (EPS) increased 88% compared to the year-ago period, largely driven by a lapping noncash impairment charge in the Better Health Vitamins, Minerals and Supplements (VMS) business from the year-ago period, partially offset by the loss relating to the divestiture of the Argentina business, continued investments in the Company's long-term strategic digital capabilities and productivity enhancements and charges relating to implementation of the Company's streamlined operating model.

The Company also launched numerous innovations and new products in fiscal year 2024, including seven new Hidden Valley Ranch flavors, a new lineup of Pine-Sol concentrated multi-surface cleaners, new Scentiva Disinfecting Mist and Toilet Bowl Cleaning Gel, Clorox Toilet Bomb Foaming Toilet Bowl Cleaner, Kingsford High Heat and Low and Slow charcoal briquettes and the Brita Refillable Water Filtration System.

In March of 2024, the Company completed the divestiture of its Argentina business, which consisted of its production plants in Argentina as well as the rights to the Company's brands in Argentina, Uruguay and Paraguay.

The increased estimate includes impacts from delays as a result of the cyberattack.

The implementation timeline is unchanged.

In fiscal year 2024, the Company completed the implementation of its streamlined operating model to help meet its objectives of driving growth and productivity.

The implementation of this new model resulted in the reduction of certain staffing levels and is expected to achieve cost savings of approximately $100 million annually.

The Foundation works to support communities on important matters including health and safety, education and racial justice.

Clorox was also named to Wall Street Journal's 250 Best Managed Companies and Newsweek's America's Most Responsible Companies and America's Greenest Companies lists.

In July 2024, Clorox announced an increase of 2% in its quarterly dividend — the 22nd consecutive year it has done so.

For further information regarding the impact of changes in commodity prices, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Exhibit 99.1, “Risk Factors – Volatility and increases in the costs of raw materials,

Furthermore, heightened competitive activity is expected as inflation continues to increase and consumers experience reduced purchasing power.

The Company’s purpose and values also are fully embedded in its IGNITE strategy, which accelerates innovation in key areas of the business to drive growth and deliver value for all Company stakeholders.

Inclusion, Diversity, Equity & Allyship (IDEA)

One of the ways the Company puts people at the center is through its continued commitment to inclusion, diversity, equity and allyship.

This work builds a workplace that values diverse backgrounds, experiences and perspectives to create stronger teams, unlock more innovation and – ultimately – contribute to greater success both individually and collectively.

In fiscal year 2024, Clorox continued to make strides on its IDEA journey by prioritizing three focus areas - building teams comprised of diverse backgrounds and perspectives, fostering inclusion and allyship to establish a culture where people can be their best selves, and engaging with the Company's multicultural consumer base through purposeful brands.

The Company was named by Forbes to its 2023 list of The World’s Top Companies for Women and as One of America’s Best Employers for Diversity.

Workforce diversity*.* As of June 30, 2024, people of color1 represented 42% of Clorox's total U.S. workforce, 24% of U.S. senior executives, 35% of U.S. managers2, 51% of other U.S. nonproduction employees and 44% of U.S. production employees.

Women made up 36% of the Company's global workforce, 48% of global senior executives, 50% of global managers, 57% of other global nonproduction employees and 19% of global production employees.

Board and leadership diversity*.* As of June 30, 2024, the Clorox Executive Committee was composed of 54% women, including Chair and Chief Executive Officer Linda Rendle, and 15% people of color.

Additionally, 50% of the board are women and 25% are people of color, with the Nominating, Governance and Corporate Responsibility Committee (NGCRC) and the Audit Committee chaired by people of color.

The Company's NGCRC chair is also a woman.

In addition, the Company works closely with ERGs and establishes partnerships with external organizations focused on advancing equity and opportunity for the communities they represent.

1 Management defines people of color (POC) as any race that is not White (Asian, Black, Latino, Native American, Native Hawaiian, or two or more races).

Gender and ethnicity information is provided by employees on a voluntary, self-identification basis.

To the extent that the employees do not voluntarily report, the data would not be included in the respective calculation.

2 Management defines manager as an employee at Grade 26 through 31 for U.S. employees and Grade 25 through 31 for employees outside of the United States with regards to the Company’s compensation structure.

“Senior Executive” is defined as an employee at Grade 32 or Grade EX.

In fiscal year 2024, the Company’s reportable incident rate (RIR) was 0.47.

Societal Well-Being

[Table of [removed: Contents](#icab3393e30bd45ca9ac4dccb176e827d_7)[](#icab3393e30bd45ca9ac4dccb176e827d_7)][added: Contents](#i0c76ae3bb88940d0b542032738e9b926_7)[](#i0c76ae3bb88940d0b542032738e9b926_7)]

The names, ages, year first elected and current titles of each of the executive officers of the Company as of August 8, [removed: 2024,] [added: 2025,] are set forth below:

| Linda Rendle | | | [removed: 46] [added: 47] | | | 2016 | | | Chair and Chief Executive Officer | | |

| Nina Barton | | | [removed: 50] [added: 51] | | | 2024 | | | Executive Vice President [removed: -] [added: –] Group President - Care and Connection | | |

| Stacey Grier | | | [removed: 61] [added: 62] | | | 2019 | | | Executive Vice President – Executive Chief of Staff | | |

| Angela Hilt | | | [removed: 52] [added: 53] | | | 2020 | | | Executive Vice President – Chief Legal [added: and External Affairs] Officer [added: and Corporate Secretary] | | |

| Chris Hyder | | | [removed: 49] [added: 50] | | | 2021 | | | Executive Vice President [removed: -] [added: –] Group President - Health and Hygiene | | |

| [removed: Kevin B. Jacobsen] [added: Luc Bellet] | | | [removed: 58] [added: 47] | | | [removed: 2018] [added: 2025] | | | Executive Vice President – Chief Financial Officer | | |

| Kirsten Marriner | | | [removed: 51] [added: 52] | | | 2016 | | | Executive Vice President – Chief [removed: People and Corporate Affairs] [added: Administrative] Officer | | |

| Eric Reynolds | | | [removed: 54] [added: 55] | | | 2015 | | | Executive Vice President – Chief Operating and Strategy Officer | | |

| Chau Banks | | | [removed: 55] [added: 56] | | | 2020 | | | Senior Vice President – Chief Information and Data Officer | | |

| Shanique Bonelli-Moore | | | [removed: 44] [added: 45] | | | 2022 | | | Vice President – Chief Diversity and Social Impact Officer | | |

| Gina Kelly | | | [removed: 61] [added: 62] | | | 2024 | | | Senior Vice President [removed: -] [added: –] Chief Customer Officer | | |

| [removed: Michael Ott] [added: Eric Schwartz] | | | [removed: 55] [added: 53] | | | 2022 | | | Senior Vice President – Chief [removed: Research and Development] [added: Marketing] Officer | | |

[removed: |] Eric Schwartz [removed: | | | 52 | | | 2022 | | | Senior Vice President – Chief Marketing Officer | | |][added: is the senior vice president and chief marketing officer for the Company, a position he has held since March 2022.]

Linda Rendle is the chair and chief executive officer [removed: of] [added: for] the Company, a position she has held since September 2020, having taken on the role of chair in January 2024.

Nina Barton is the executive vice president and group president [removed: -] [added: –] care & connection for the Company, a position she has held since July 2024.

Prior to this role, she served as executive vice president [removed: -] [added: –] chief growth and strategy officer from March 2022 to January 2024.

From January 2019 to March 2022, she served as senior vice president – chief marketing officer, having taken on [removed: additional responsibility for enterprise strategy since September 2020.]

[Table of [removed: Contents](#icab3393e30bd45ca9ac4dccb176e827d_7)[](#icab3393e30bd45ca9ac4dccb176e827d_7)][added: Contents](#i0c76ae3bb88940d0b542032738e9b926_7)[](#i0c76ae3bb88940d0b542032738e9b926_7)]

[removed: Angela Hilt] [added: Kirsten Marriner] is the executive vice president – chief [removed: legal] [added: administrative] officer [removed: of] [added: for] the Company, a position she has held since [removed: October 2022.][added: April 2025.]

[removed: She was appointed] [added: Prior] to [added: this role, she served as] senior vice president [removed: -] [added: –] chief legal officer [removed: in] [added: since] December 2020.

[removed: Prior to this role, she] [added: She] served as vice president – corporate secretary and deputy general counsel from September 2018 to December 2020, and vice president – corporate secretary and associate general counsel from October 2008 to September 2018.

Chris Hyder is the executive vice president and group president – health and hygiene [removed: of] [added: for] the Company, a position he has held since October 2022, having taken on the role as executive vice president in May 2024.

[removed: Jacobsen] [added: Luc Bellet] is the executive vice president – chief financial officer [removed: of] [added: for] the Company, a position he has held since [removed: January 2019.][added: April 2025.]

[removed: Prior to this role, he] [added: She] served as senior vice president – chief [removed: financial] [added: people] officer from [removed: April 2018] [added: March 2016] to January 2019.

He served as vice president – financial planning [removed: and analysis,] [added: & analysis] from [removed: November 2011 through March 2018.][added: April 2018 to October 2023.]

Mr. [removed: Jacobsen] [added: Bellet] joined the Company in [removed: 1995] [added: 2006] and has held a number of senior leadership roles in the Company’s [removed: finance department] [added: financial organization] over the years, including [removed: serving as the finance leader for the specialty division, head of finance for Brazil operations, the] [added: in internal audit, global] product [removed: supply organization] [added: supply,] and various business units.

[removed: Kirsten Marriner is the] [added: Prior to this role, she served as] executive vice president [removed: –] [added: -] chief people [added: officer from January 2019] and [added: assumed the additional role of] corporate affairs officer [removed: of the Company, a position she has held since] [added: in] December 2020.

Prior to this [removed: role she] [added: role, he] served as [removed: senior] vice president [removed: – chief people officer] [added: - treasurer] from [removed: March 2016] [added: October 2023] to [removed: January 2019.][added: March 2025.]

Eric Reynolds is the executive vice president [removed: -] [added: –] chief operating and strategy officer [removed: of] [added: for] the Company, a position he has held since September 2020, having taken on additional responsibility for enterprise strategy in January 2024.

Chau Banks is the senior vice president – chief information and data officer [removed: of] [added: for] the Company, a position she has held since June 2020, having taken on responsibility for enterprise analytics since September 2020.

Shanique Bonelli-Moore is the vice president – chief diversity and social impact officer [removed: of] [added: for] the Company, a position she has held since July 2022.

Gina Kelly is the senior vice president [removed: -] [added: –] chief customer officer [removed: of] [added: for] the Company, a position she has held since June 2024.

Prior to this role, she served as vice president [removed: -] [added: –] general manager, Walmart and leading-edge retailers from January 2022 to June 2024.

She served as vice president [removed: -] [added: –] ecommerce and strategic accounts from July 2019 to January 2022.

Ms. Kelly joined the Company in 1988 and subsequently held positions of increasing responsibility over the years, including vice president of sales [removed: -] [added: –] business development, acting vice president [removed: -] [added: –] grocery, natural and pet, senior director - Kroger and the natural channel.

[removed: Michael Ott] [added: Pascal Montilus] is the senior vice president [removed: –] [added: and] chief [removed: research & development] [added: supply chain] officer [removed: of] [added: for] the Company, a position he has held since [removed: June 2022.][added: January 2025.]

[Table of [removed: Contents](#icab3393e30bd45ca9ac4dccb176e827d_7)[](#icab3393e30bd45ca9ac4dccb176e827d_7)][added: Contents](#i0c76ae3bb88940d0b542032738e9b926_7)[](#i0c76ae3bb88940d0b542032738e9b926_7)]

Earlier in his career, he held positions of increasing responsibility at Tyson [removed: Foods] [added: Foods, Hillshire Brands] and Henkel.

| Pascal Montilus | | | 61 | | | 2025 | | | Senior Vice President – Chief Supply Chain Officer | | |

additional responsibility for enterprise strategy since September 2020.

Angela Hilt is the executive vice president – chief legal and external affairs officer and corporate secretary for the Company, a position she has held since October 2022, having taken on the roles as external affairs officer in April 2025 and corporate secretary in August 2024.

Prior to joining Clorox, he was an executive vice president – global end to end supply chain at Reckitt from January 2024 to January 2025 and senior vice president – global end to end supply hygiene from January 2021 to January 2024.

Previously, he was vice president – North America, end to end supply chain at Colgate-Palmolive from January 2018 to January

2021 and prior to that, held positions of increasing responsibility in supply chain and customer service and logistics at Colgate-Palmolive.

Kevin B.

She was appointed to executive vice president - chief people officer in January 2019.

Previously, he served as interim sustainability officer, a position he held from November 2021 to February 2023, while also serving as vice president, research & development – specialty division, from August 2018 through May 2022.

Previously, he was vice president, research & development – cleaning, international, and professional products divisions, from

October 2014 to August 2018.

Dr. Ott joined the Company in 1996 as a scientist and has since held positions of increasing responsibility in research & development.

Eric Schwartz is the senior vice president and chief marketing officer of the Company, a position he has held since March 2022.

The number of record holders of the Company’s common stock as of July 23, [removed: 2024,] [added: 2025,] was [removed: 8,435] [added: 7,960] based on information provided by the Company’s transfer agent.

The following table sets forth the purchases of the Company’s securities by the Company and any affiliated purchasers within the meaning of Rule 10b-18(a)(3) (17 CFR 240.10b-18(a)(3)) during the fourth quarter of fiscal year [removed: 2024.][added: 2025.]

| Period | | | Total Number of Shares Purchased [added: (1)] | | | | | | Average Price Paid per Share [removed: (1)] [added: (2)] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs | | |

| April 1 to 30, [removed: 2024] [added: 2025] | | | — | | | | | | $ | — | | | | | — | | | | | | $993 million | | |

[removed: (1)Average] [added: (2)Average] price paid per share in the period includes commission.

| May 1 to 31, 2025 | | | 430,025 | | | | | | 133.30 | | | | | | 430,025 | | | | | | $993 million | | |

| June 1 to 30, 2025 | | | 135,353 | | | | | | 130.59 | | | | | | 135,353 | | | | | | $993 million | | |

| | | | 565,378 | | | | | | $ | 132.65 | | | | | 565,378 | | | | | | | | |

(1)All of the shares purchased in May and June 2025 were acquired pursuant to the Company’s Evergreen Program.

| May 1 to 31, 2024 | | | — | | | | | | — | | | | | | — | | | | | | $993 million | | |

| June 1 to 30, 2024 | | | — | | | | | | — | | | | | | — | | | | | | $993 million | | |

| | | | — | | | | | | $ | — | | | | | — | | | | | | | | |

[Table of [removed: Contents](#icab3393e30bd45ca9ac4dccb176e827d_7)[](#icab3393e30bd45ca9ac4dccb176e827d_7)][added: Contents](#i0c76ae3bb88940d0b542032738e9b926_7)[](#i0c76ae3bb88940d0b542032738e9b926_7)]

Based on that evaluation, the [removed: chief executive officer] [added: Chief Executive Officer] and [removed: executive vice president] [added: Executive Vice President] – [removed: chief financial officer] [added: Chief Financial Officer] concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Report, were effective such that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to management, including the [removed: chief executive officer] [added: Chief Executive Officer] and [removed: chief financial officer,] [added: Executive Vice President – Chief Financial Officer,] as appropriate to allow timely decisions regarding disclosure.

The Company’s independent registered public accounting firm, Ernst & Young, LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of June 30, [removed: 2024.][added: 2025.]

No change in the Company’s internal control over financial reporting occurred during the fourth fiscal quarter of the fiscal year ended June 30, [removed: 2024,] [added: 2025,] that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

In the first quarter of fiscal year 2025, [removed: we will begin implementing] the [added: Company began implementation of the] new ERP system.

As this [added: phased] implementation occurs during fiscal years 2025 and 2026, the Company will change its processes and procedures which, in turn, could result in changes to its internal control over financial reporting.

[Table of [removed: Contents](#icab3393e30bd45ca9ac4dccb176e827d_7)[](#icab3393e30bd45ca9ac4dccb176e827d_7)][added: Contents](#i0c76ae3bb88940d0b542032738e9b926_7)[](#i0c76ae3bb88940d0b542032738e9b926_7)]

During the three months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b51(c) under the Exchange act or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K.

On Monday, August 14, 2023, the Company disclosed it had identified unauthorized activity on some of its Information Technology (IT) systems; see Note 3 in the consolidated financial statements in Exhibit 99.1.

That activity began on Friday, August 11, 2023 and after becoming aware of it that evening, the Company immediately began taking steps to stop and remediate the activity.

The Company also took certain systems offline and engaged third-party cybersecurity experts to support its investigation and recovery efforts.

The Company implemented its business continuity plans, including manual ordering and processing procedures at a reduced rate of operations in order to continue servicing its customers.

However, the incident resulted in wide-scale disruptions to the Company’s business operations throughout the remainder of the first fiscal quarter of the fiscal year ended June 30, 2024.

During the disruptions caused by the cyberattack, we deployed additional interim controls in response to taking certain systems offline during the period to maintain our internal control over financial reporting.

On June 7, 2024, Angela Hilt, EVP – Chief Legal Officer, entered into a trading plan designed to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

The plan provides for sales of up to 1,733 shares of the Company's common stock.

The plan also provides for the sale of up to 25% of shares of restricted stock units and performance units vesting during the duration of the plan, excluding any shares withheld by the Company to satisfy income tax withholding remittance obligations.

Ms. Hilt’s plan begins on September 6, 2024 and ends June 6, 2025 or when all of the shares have been sold.

Each trading plan is in accordance with the Company's insider trading policy.

Actual sale transactions will be disclosed publicly in filings with the SEC in accordance with applicable securities laws, rules and regulations.

[Table of Contents](#icab3393e30bd45ca9ac4dccb176e827d_7)[](#icab3393e30bd45ca9ac4dccb176e827d_7)

[Table of [removed: Contents](#icab3393e30bd45ca9ac4dccb176e827d_7)[](#icab3393e30bd45ca9ac4dccb176e827d_7)][added: Contents](#i0c76ae3bb88940d0b542032738e9b926_7)[](#i0c76ae3bb88940d0b542032738e9b926_7)]

Consolidated Statements of Earnings for the fiscal years ended June 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

Consolidated Balance Sheets as of June 30, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

Consolidated Statements of Cash Flows for the fiscal years ended June 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.][added: 2023.]

| 3.2 | | | | | | [Bylaws (amended and restated).](https://www.sec.gov/Archives/edgar/data/21076/000120677423000721/clx4204281_ex3-2.htm) | | | | | | 8-K | | | | | | 001-07151 | | | | | | 3.2 | | | | | | May [removed: 26, 2023] [added: 23, 2025] | | |

| 4.9 | | | | | | [removed: [F](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000021076/000119312522147599/d306979d8k.htm)[orm] [added: [Form] of 4.600% Senior Note due 2032](https://www.sec.gov/ix?doc=/Archives/edgar/data/0000021076/000119312522147599/d306979d8k.htm) | | | | | | 8-K | | | | | | 001-07151 | | | | | | 4.4 | | | | | | May 11, 2022 | | |

[Table of [removed: Contents](#icab3393e30bd45ca9ac4dccb176e827d_7)[](#icab3393e30bd45ca9ac4dccb176e827d_7)][added: Contents](#i0c76ae3bb88940d0b542032738e9b926_7)[](#i0c76ae3bb88940d0b542032738e9b926_7)]

| 10.4* | | | | | | [The Clorox Company Annual Incentive Plan, amended and restated as [removed: of](https://www.sec.gov/Archives/edgar/data/21076/000002107623000048/clxq1fy24ex101annualincent.htm) [September 20](https://www.sec.gov/Archives/edgar/data/21076/000002107623000048/clxq1fy24ex101annualincent.htm)[,] [added: of September 20,] 2023.](https://www.sec.gov/Archives/edgar/data/21076/000002107623000048/clxq1fy24ex101annualincent.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.1 | | | | | | November 1, 2023 | | |

| [removed: 10.6*] [added: 10.7*] | | | | | | [Form of Performance Share Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in 2023.](https://www.sec.gov/Archives/edgar/data/21076/000002107624000010/clxq2fy24exhibit102.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.2 | | | | | | February 1, 2024 | | |

| [removed: 10.7*] [added: 10.8*] | | | | | | [Form of Performance Share Award Agreement under the Company's 2005 Stock Incentive Plan for awards made in 2022.](https://www.sec.gov/Archives/edgar/data/21076/000002107622000035/clxq1fy23exhibit102.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.2 | | | | | | November 1, 2022 | | |

| [removed: 10.8*] [added: 10.12*] | | | | | | [Form of [removed: Performance Share] [added: Nonqualified Stock Option] Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in [removed: 2021.](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit104.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit103.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | [removed: 10.4] [added: 10.3] | | | | | | November 1, 2021 | | |

| [removed: 10.9*] [added: 10.10*] | | | | | | [Form of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in 2023.](https://www.sec.gov/Archives/edgar/data/21076/000002107624000010/clxq2fy24exhibit103.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.3 | | | | | | February 1, 2024 | | |

| [removed: 10.10*] [added: 10.11*] | | | | | | [Form of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in 2022.](https://www.sec.gov/Archives/edgar/data/21076/000002107622000035/clxq1fy23exhibit101.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.1 | | | | | | November 1, 2022 | | |

| [removed: 10.11*] [added: 10.16*] | | | | | | [Form of [removed: Nonqualified] [added: Restricted] Stock [removed: Option] [added: Unit] Award Agreement under the [removed: Company’s] [added: Company's] 2005 Stock Incentive Plan [added: (Annual Grant).] for awards made in [removed: 2021.](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit103.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit105.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | [removed: 10.3] [added: 10.5] | | | | | | November 1, 2021 | | |

| [removed: 10.12*] [added: 10.15*] | | | | | | [Form of [removed: Nonqualified] [added: Restricted] Stock [removed: Option] [added: Unit] Award Agreement under the [removed: Company’s] [added: Company's] 2005 Stock Incentive Plan [added: (Annual Grant).] for awards made in [removed: 2020.](https://www.sec.gov/Archives/edgar/data/21076/000002107620000021/clxq1fy2110qexhibit1051.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/21076/000002107622000035/clxq1fy23exhibit103.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | [removed: 10.5] [added: 10.3] | | | | | | November [removed: 2, 2020] [added: 1, 2022] | | |

| [removed: 10.13*] [added: 10.14*] | | | | | | [Form of Restricted Stock Unit Award Agreement under the Company’s 2005 Stock Incentive Plan (Annual Grant) for awards made in [removed: 2023](https://www.sec.gov/Archives/edgar/data/21076/000002107624000010/clxq2fy24exhibit104.htm)[.](https://www.sec.gov/Archives/edgar/data/21076/000002107624000010/clxq2fy24exhibit104.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/21076/000002107624000010/clxq2fy24exhibit104.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.4 | | | | | | February 1, 2024 | | |

| [removed: 10.14*] [added: 10.13*] | | | | | | [removed: [Form] [added: [F](https://www.sec.gov/Archives/edgar/data/21076/000002107624000040/clxq1fy25exhibit103.htm)[orm] of Restricted Stock Unit Award [removed: Agreement] under the Company's 2005 Stock Incentive Plan (Annual [removed: Grant).] [added: Grant)] for awards made in [removed: 2022.](https://www.sec.gov/Archives/edgar/data/21076/000002107622000035/clxq1fy23exhibit103.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/21076/000002107624000040/clxq1fy25exhibit103.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.3 | | | | | | [removed: November 1, 2022] [added: October 30, 2024] | | |

| [removed: 10.15*] [added: 10.17*] | | | | | | [Form of Restricted Stock Unit Award Agreement under the [removed: Company's] [added: Company’s] 2005 Stock Incentive Plan [removed: (](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit105.htm)[Annual](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit105.htm) [Grant). for awards made in 2021](https://www.sec.gov/Archives/edgar/data/21076/000002107621000020/clxq1fy22exhibit105.htm)] [added: (Off-Cycle Grant).](https://www.sec.gov/Archives/edgar/data/21076/000002107624000010/clxq2fy24exhibit105.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.5 | | | | | | [removed: November] [added: February] 1, [removed: 2021] [added: 2024] | | |

| [removed: 10.16*] [added: 10.6*] | | | | | | [removed: [Form] [added: [F](https://www.sec.gov/Archives/edgar/data/21076/000002107624000040/clxq1fy25exhibit101.htm)[orm] of [removed: Restricted Stock Unit] [added: Performance Share] Award Agreement under the Company's 2005 Stock Incentive Plan [removed: (Annual Grant)] for awards made in [removed: 2020.](https://www.sec.gov/Archives/edgar/data/21076/000002107620000021/clxq1fy2110qexhibit1021.htm)] [added: 2024.](https://www.sec.gov/Archives/edgar/data/21076/000002107624000040/clxq1fy25exhibit101.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | [removed: 10.2] [added: 10.1] | | | | | | [removed: November 2, 2020] [added: October 30, 2024] | | |

| [removed: 10.17*] [added: 10.9*] | | | | | | [removed: [Form] [added: [F](https://www.sec.gov/Archives/edgar/data/21076/000002107624000040/clxq1fy25exhibit102.htm)[orm] of [removed: Restricted] [added: Nonqualified] Stock [removed: Unit] [added: Option] Award Agreement [removed: under the Company’s] [added: under](https://www.sec.gov/Archives/edgar/data/21076/000002107624000040/clxq1fy25exhibit102.htm) [the Company's] 2005 Stock Incentive Plan [removed: (Off-Cycle Grant)](https://www.sec.gov/Archives/edgar/data/21076/000002107624000010/clxq2fy24exhibit105.htm)[.](https://www.sec.gov/Archives/edgar/data/21076/000002107624000010/clxq2fy24exhibit105.htm)] [added: for awards m](https://www.sec.gov/Archives/edgar/data/21076/000002107624000040/clxq1fy25exhibit102.htm)[ade in 2024.](https://www.sec.gov/Archives/edgar/data/21076/000002107624000040/clxq1fy25exhibit102.htm)] | | | | | | 10-Q | | | | | | 001-07151 | | | | | | [removed: 10.5] [added: 10.2] | | | | | | [removed: February 1,] [added: October 30,] 2024 | | |

[Table of [removed: Contents](#icab3393e30bd45ca9ac4dccb176e827d_7)[](#icab3393e30bd45ca9ac4dccb176e827d_7)][added: Contents](#i0c76ae3bb88940d0b542032738e9b926_7)[](#i0c76ae3bb88940d0b542032738e9b926_7)]

| 10.28* | | | | | | [The Clorox Company Second Amended and Restated Executive Retirement Plan, effective May 20, 2024.](https://www.sec.gov/Archives/edgar/data/21076/000002107624000030/fy24ex1028thecloroxcompany.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-07151] | | | | | | [added: 10.28] | | | | | | [added: August 8, 2024] | | |

| [removed: 10.32] [added: 10.33] | | | | | | [Credit Agreement dated as of March 25, 2022, among The Clorox Company, the lenders listed therein, JPMorgan Chase Bank, N.A., Citibank, N.A., and Wells Fargo Bank, National Association, as Administrative Agents, and JPMorgan Chase Bank, N.A., as Servicing Agent.](https://www.sec.gov/Archives/edgar/data/0000021076/000120677422000893/clorox4039141-ex1011.htm) | | | | | | 8-K | | | | | | 001-07151 | | | | | | 10.1 | | | | | | March 28, 2022 | | |

| [removed: 10.33] [added: 10.35] | | | | | | [Amended and Restated Joint Venture Agreement dated as of January 31, 2003, between The Glad Products Company and certain affiliates and The Procter and Gamble Company and certain affiliates.](https://www.sec.gov/Archives/edgar/data/21076/000120677416007290/clorox3118957-ex1026.htm) | | | | | | 10-K/A | | | | | | 001-07151 | | | | | | 10.26 | | | | | | September 30, 2016 | | |

| [removed: 10.34] [added: 10.36] | | | | | | [Amendment No. 1 to the Amended and Restated Joint Venture Agreement, dated as of October 15, 2010, between The Glad Products Company and certain affiliates and The Procter & Gamble Company and certain affiliates.](https://www.sec.gov/Archives/edgar/data/21076/000002107618000004/clxq2fy18exhibit102.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.2 | | | | | | February 2, 2018 | | |

| [removed: 10.35] [added: 10.37] | | | | | | [First Extension and Amendment of the Amended and Restated Joint Venture Agreement, dated as of December 20, 2017, between The Glad Products Company and certain affiliates and The Procter & Gamble Company and certain affiliates.](https://www.sec.gov/Archives/edgar/data/21076/000002107618000004/clxq2fy18exhibit101.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.1 | | | | | | February 2, 2018 | | |

| [removed: 10.36] [added: 10.38] | | | | | | [Acknowledgement Letter to the Amended and Restated Joint Venture Agreement, dated as of October 7, 2020, between The Glad Products Company and certain affiliates and The Procter & Gamble Company and certain affiliates.](https://www.sec.gov/Archives/edgar/data/21076/000002107621000004/clxq2fy21exhibit101.htm) | | | | | | 10-Q | | | | | | 001-07151 | | | | | | 10.2 | | | | | | February 4, 2021 | | |

| 19 | | | | | | [The Clorox Company Insider Trading Policy, effective May 20, 2024.](https://www.sec.gov/Archives/edgar/data/21076/000002107624000030/fy24clxex19insidertradingp.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-07151] | | | | | | [added: 19] | | | | | | [added: August 8, 2024] | | |

| 21 | | | | | | [removed: [Subsidiaries.](https://www.sec.gov/Archives/edgar/data/21076/000002107624000030/fy24clxex21subsidiaries.htm)] [added: [Subsidiaries.](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/fy25clxex21subsidiaries.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 23 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/21076/000002107624000030/fy24clxex23consentofindepe.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/fy25clxex23consentofindepe.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.1 | | | | | | [Certification of the Chief Executive Officer of The Clorox Company pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/21076/000002107624000030/fy24clxex311certificationo.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/fy25clxex311certificationo.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 31.2 | | | | | | [Certification of the Chief Financial Officer of The Clorox Company pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/21076/000002107624000030/fy24clxex312certificationo.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/fy25clxex312certificationo.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 32 | | | | | | [Certification of the Chief Executive Officer and Chief Financial Officer of The Clorox Company pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/21076/000002107624000030/fy24clxex32certificationof.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/fy25clxex32certificationof.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 97 | | | | | | [The Clorox Company Policy Regarding Clawback of Incentive Compensation, amended and restated, effective October 2, 2023.](https://www.sec.gov/Archives/edgar/data/21076/000002107624000030/fy24clxex97thecloroxcompan.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-07151] | | | | | | [added: 97] | | | | | | [added: August 8, 2024] | | |

[Table of [removed: Contents](#icab3393e30bd45ca9ac4dccb176e827d_7)[](#icab3393e30bd45ca9ac4dccb176e827d_7)][added: Contents](#i0c76ae3bb88940d0b542032738e9b926_7)[](#i0c76ae3bb88940d0b542032738e9b926_7)]

| 99.1 | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations, Consolidated Financial Statements, Management’s Report on Internal Control over Financial Reporting and Reports of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/21076/000002107624000030/clx-20240630_d2.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/clx-20250630_d2.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 99.2 | | | | | | [Reconciliation of Economic Profit [removed: (Unaudited).](https://www.sec.gov/Archives/edgar/data/21076/000002107624000030/fy24clxex992reconciliation.htm)] [added: (Unaudited).](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/fy25clxex992reconciliation.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.32* | | | | | | [The Clorox Company](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/fy25clxex1032thecloroxcomp.htm) [E](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/fy25clxex1032thecloroxcomp.htm)[xcess Long-Term Disability](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/fy25clxex1032thecloroxcomp.htm) [Plan, as](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/fy25clxex1032thecloroxcomp.htm) [am](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/fy25clxex1032thecloroxcomp.htm)[e](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/fy25clxex1032thecloroxcomp.htm)[nded and](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/fy25clxex1032thecloroxcomp.htm) [restated effective January](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/fy25clxex1032thecloroxcomp.htm) [1](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/fy25clxex1032thecloroxcomp.htm)[, 2005](https://www.sec.gov/Archives/edgar/data/21076/000002107625000039/fy25clxex1032thecloroxcomp.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.34 | | | | | | [Credit Agreement, dated as of March 25, 2025, among The Clorox Company, the lenders listed therein, JPMorgan Chase Bank, N.A., Citibank, N.A., and Wells Fargo Bank, National Association, as Administrative Agents, and JPMorgan Chase Bank, N.A., as Servicing Agent.](https://www.sec.gov/Archives/edgar/data/21076/000120677425000171/clx4459511-ex101.htm) | | | | | | 8-K | | | | | | 001-07151 | | | | | | 10.1 | | | | | | March 28, 2025 | | |

| Date: August 8, [removed: 2024] [added: 2025] | | | By: | | | /s/ Linda Rendle | | |

| /s/ J. Denman | | | | | | Director | | | | | | August 8, [removed: 2024] [added: 2025] | | |

| /s/ S. C. Fleischer | | | | | | Director | | | | | | August 8, [removed: 2024] [added: 2025] | | |

| /s/ E. Lee | | | | | | Director | | | | | | August 8, [removed: 2024] [added: 2025] | | |

| /s/ A. D. D. Mackay | | | | | | Director | | | | | | August 8, [removed: 2024] [added: 2025] | | |

| /s/ S. Plaines | | | | | | Director | | | | | | August 8, [removed: 2024] [added: 2025] | | |

| /s/ M. J. Shattock | | | | | | Director | | | | | | August 8, [removed: 2024] [added: 2025] | | |

| /s/ R. J. Weiner | | | | | | Director | | | | | | August 8, [removed: 2024] [added: 2025] | | |

| /s/ C. J. Williams | | | | | | Director | | | | | | August 8, [removed: 2024] [added: 2025] | | |

| /s/ L. Rendle | | | | | | Chair and Chief Executive Officer (Principal Executive Officer) | | | | | | August 8, [removed: 2024] [added: 2025] | | |

| /s/ [removed: K. B. Jacobsen] [added: L. Bellet] | | | | | | Executive Vice President – Chief Financial Officer (Principal Financial Officer) | | | | | | August 8, [removed: 2024] [added: 2025] | | |

| /s/ L. Peck | | | | | | Vice President – Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) | | | | | | August 8, [removed: 2024] [added: 2025] | | |

| /s/ G. Boswell | | | | | | Director | | | | | | August 8, 2025 | | |

| G. Boswell | | | | | | | | | | | | | | |

| /s/ S. B. Bratspies | | | | | | Director | | | | | | August 8, 2025 | | |

| S. B. Bratspies | | | | | | | | | | | | | | |

| /s/ P. R. Breber | | | | | | Director | | | | | | August 8, 2025 | | |

| P. R. Breber | | | | | | | | | | | | | | |

| L. Bellet | | | | | | | | | | | | | | |

| /s/ A. Banse | | | | | | Director | | | | | | August 8, 2024 | | |

| A. Banse | | | | | | | | | | | | | | |

| /s/ P. Parker | | | | | | Director | | | | | | August 8, 2024 | | |

| P. Parker | | | | | | | | | | | | | | |

| /s/ K. Tesija | | | | | | Director | | | | | | August 8, 2024 | | |

| K. Tesija | | | | | | | | | | | | | | |

| K. B. Jacobsen | | | | | | | | | | | | | | |