UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________

FORM 10-K


☑	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

	for the fiscal year ended	June 30, 2025
OR

☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from __________to__________.
	Commission file number:	1-07151

☑	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	for the fiscal year ended	June 30, 2024
OR
☐	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from __________to__________.
	Commission file number:	1-07151

THE CLOROX COMPANY

(Exact name of registrant as specified in its charter)


Delaware						31-0595760
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification Number)

1221 Broadway, Oakland, California 94612-1888

(Address of principal executive offices) (ZIP code)

(510)

271-7000

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock – $1.00 par value

CLX

New York Stock Exchange

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

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”

“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging Growth Company

☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10d-1(b). ☐

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

The aggregate market value of the registrant’s common stock held by non-affiliates as of December 2931, ~~2023~~2024 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $1719.79 billion.

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

Documents Incorporated by Reference:

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

Table of Contents

THE CLOROX COMPANY

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED JUNE 30, ~~2024~~2025

TABLE OF CONTENTS

Page

Part I

Item 1.

Business

Item 1.A.

Risk Factors

Item 1.B.

Unresolved Staff Comments

2120

Item 1.C.

Cybersecurity

Item 2.

Properties

2322

Item 3.

Legal Proceedings

2322

Item 4.

Mine Safety Disclosures

2322

Information About Our Executive Officers

2423

Part II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

2726

Item 6.

Reserved

2726

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2726

Item 7.A.

Quantitative and Qualitative Disclosures About Market Risk

2726

Item 8.

Financial Statements and Supplementary Data

2726

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

2827

Item 9.A.

Controls and Procedures

2827

Item 9.B.

Other Information

2827

Item 9.C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

2927

Part III

Item 10.

Directors, Executive Officers and Corporate Governance

3028

Item 11.

Executive Compensation

3028

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

3028

Item 13.

Certain Relationships and Related Transactions, and Director Independence

3028

Item 14.

Principal Accountant Fees and Services

3028

Part IV

Item 15.

Exhibits and Financial Statement Schedules

3129

Item 16.

Form 10-K Summary

3432

Signatures

3533

Table of Contents

PART I

This Annual Report on Form 10-K for the fiscal year ended June 30, ~~2024~~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. Except for historical information, statements about future volumes, sales, organic sales growth, foreign currencies, costs, cost savings, margins, earnings, earnings per share, diluted earnings per share, foreign currency exchange rates, tax rates, cash flows, plans, objectives, expectations, growth or profitability are forward-looking statements based on management’s estimates, beliefs, assumptions and projections. Words such as “could,” “may,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” “predicts” and variations on such words, and similar expressions that reflect our current views with respect to future events and operational, economic and financial performance are intended to identify such forward-looking statements. These forward-looking statements are only predictions, subject to risks and uncertainties, and actual results could differ materially from those discussed below. Important factors that could affect performance and cause results to differ materially from management’s expectations are described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report, as updated from time to time in the Company’s U.S. Securities and Exchange Commission (SEC) filings.

The Company’s forward-looking statements in this Report are based on management’s current views, beliefs, assumptions and expectations regarding future events and speak only as of the date of this Report. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws.

In this Report, unless the context requires otherwise, the terms “the Company,” “Clorox,” “we,” “us” and “our” refer to The Clorox Company and its subsidiaries.

ITEM 1. BUSINESS

Overview of Business

The Clorox Company is a leading multinational manufacturer and marketer of consumer and professional products with fiscal year ~~2024~~2025 net sales of $7.1 billion and about 87,~~000~~600 employees worldwide as of June 30, ~~2024~~2025. The Company has operations in approximately 25 countries or territories and sells its products in ~~more~~approximately ~~than~~ 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; and Burt’s Bees® natural personal care products~~; and Natural Vitality®, RenewLife®, NeoCell® and Rainbow Light® vitamins, minerals and supplements~~. The Company also markets industry-leading products and technologies for professional customers, including those sold under the CloroxPro™ and Clorox Healthcare® brand names. ~~About~~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. The Company was founded in Oakland, California, in 1913 and is incorporated in Delaware.

The Company's IGNITE strategy accelerates innovation in key areas of the business to drive growth and deliver value for all Company stakeholders. 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 addition, IGNITE's integrated ~~environmental,~~approach ~~social~~to ~~and~~sustainability ~~governance~~supports ~~(ESG) goals help drive~~ long-term value creation for the Company and its stakeholders.

Business Performance

Guided by its IGNITE strategy and underpinned by its enduring values, the Company remained focused on making significant investments in its strong brands, strategic digital capabilities and streamlined operating model to drive long-term value creation.

The Company entered fiscal year ~~2024~~2025 ~~having~~in ~~delivered~~a ~~strong~~position ~~execution~~of ~~against~~operational ~~its~~strength, ~~IGNITE~~having ~~goals~~fully ~~during~~recovered from the ~~prior fiscal year. 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~~delivered ~~volatility~~strong inexecution ~~certain~~against ~~geographic~~its ~~markets,~~IGNITE ~~this~~goals ~~created~~during ~~a dynamic operating environment as~~ the ~~Company~~prior ~~continued~~fiscal ~~its efforts to drive growth, rebuild margin and deliver transformation~~year.

In the back half of the fiscal year, heightened macroeconomic uncertainties drove changes in shopping behaviors, resulting in temporary category slowdowns and lower sales. Despite these headwinds, in fiscal year 2025 the Company delivered organic sales and earnings growth while advancing its goals to build a stronger, more resilient company. While net sales were

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~~Despite~~essentially ~~these~~flat ~~headwinds,~~ in fiscal year ~~2024~~2025, the Company ~~has~~grew ~~recovered~~overall ~~from~~market ~~the~~share ~~cyberattack~~ while ~~advancing~~also ~~its~~expanding ~~goals~~gross ~~to build a stronger, more resilient company~~margin. ~~While~~Diluted net ~~sales~~earnings ~~decreased~~per ~~mainly~~share ~~due~~(EPS) toincreased ~~the~~190% ~~disruptions~~compared ~~caused~~to by the ~~cyberattack~~year-ago period, ~~the Company rebuilt gross margin~~ primarily due to the ~~benefit~~losses ofon ~~pricing~~the ~~actions~~divestiture ~~and~~of ~~continued~~the ~~positive~~Argentina ~~returns~~business ~~from~~in ~~its~~the ~~trademark~~prior ~~cost~~period, ~~savings~~higher ~~program.~~volume ~~Diluted~~in ~~net earnings per share (EPS) increased 88% compared to~~ the ~~year-ago~~current period, ~~largely~~the ~~driven~~pension bysettlement ~~a lapping noncash impairment~~ charge in the ~~Better~~prior ~~Health~~period ~~Vitamins,~~and ~~Minerals~~cost savings and ~~Supplements~~the ~~(VMS)~~benefits ~~business~~of ~~from~~cyberattack insurance recoveries in the ~~year-ago~~current period, partially offset by the loss relating to the divestiture of the ~~Argentina~~Better ~~business~~Health Vitamins, ~~continued~~Minerals ~~investments~~and inSupplements ~~the~~(VMS) ~~Company's~~business, ~~long-term~~unfavorable ~~strategic~~mix ~~digital capabilities~~ and ~~productivity~~higher ~~enhancements~~trade ~~and~~promotion ~~charges~~spending ~~relating~~all toin ~~implementation of~~ the ~~Company's~~current ~~streamlined operating model~~period.

The Company also launched numerous innovations and new products in fiscal year ~~2024~~2025, including seven new Hidden Valley Ranch flavors, a new ~~lineup~~scent ofoptions ~~Pine-Sol~~for ~~concentrated~~Scentiva ~~multi~~Bleach and Poett Multi-~~surface~~Purpose ~~cleaners~~Cleaner, ~~new~~Burt’s ~~Scentiva~~Bees ~~Disinfecting~~Tinted ~~Mist~~Boosted ~~and~~Lip ~~Toilet~~Balm ~~Bowl~~and ~~Cleaning~~Rescue ~~Gel~~Lip Relief, ~~Clorox~~Ever ~~Toilet~~Clean ~~Bomb~~Senior ~~Foaming~~Cat ~~Toilet~~Litter ~~Bowl~~as ~~Cleaner,~~well ~~Kingsford~~as ~~High~~Fresh ~~Heat~~Step ~~and~~Heavy ~~Low~~Duty ~~and~~Litter, ~~Slow~~Kingsford Beercoal charcoal briquettes and the Brita ~~Refillable~~Plus ~~Water Filtration~~ System.

In ~~March~~September of 2024, the Company completed the divestiture of its ~~Argentina~~Better Health VMS business, which ~~consisted~~included ofthe ~~its~~Natural ~~production~~Vitality, ~~plants~~NeoCell, inRainbow ~~Argentina~~Light asand ~~well~~RenewLife asbrands, ~~the~~relevant ~~rights~~trademarks toand ~~the~~licenses, ~~Company's~~and ~~brands~~associated inmanufacturing ~~Argentina,~~and ~~Uruguay~~distribution ~~and~~facilities ~~Paraguay~~in Sunrise, Florida. The transaction iswas in support of the Company's IGNITE strategy and the commitment to evolve its portfolio to increase focus on its core business to drive more consistent, profitable growth.

~~The~~In ~~Company's~~February ~~transformation efforts continued throughout fiscal year 2024. As announced in August 2021~~2025, the Company ~~plans~~announced tothat ~~invest~~the inVenture ~~transformative~~Agreement ~~technologies~~with ~~and~~The ~~processes~~Procter ~~over~~& aGamble ~~five-year~~Company ~~period.~~(P&G) ~~This~~for ~~investment began in fiscal year 2022, and includes replacement of~~ the Company's ~~enterprise~~Glad ~~resource~~bags ~~planning system~~ and ~~transitioning~~wraps tobusiness awill ~~cloud-based~~wind ~~platform~~down asby ~~well~~January as31, ~~the~~2026. ~~implementation~~The ofCompany awill ~~suite~~acquire ofP&G’s ~~other~~20% ~~digital~~interest ~~technologies.~~in ~~The~~the ~~total~~venture ~~incremental~~at ~~transformational~~its ~~investment~~termination. isClorox’s ~~expected~~purchase toof beP&G’s ~~$560~~interest toin ~~$580~~the ~~million,~~Glad ~~compared~~business towill ~~the~~be ~~previous~~at ~~estimate~~a offair ~~approximately~~market ~~$500~~value ~~million.~~as ~~The~~established ~~increased~~by ~~estimate~~predetermined ~~includes~~contractual ~~impacts~~valuation ~~from~~procedures ~~delays~~ as ~~a result~~ of the ~~cyberattack.~~expiration ~~The~~date ~~implementation~~of ~~timeline~~the isjoint ~~unchanged~~venture. ItFollowing isexpiration ~~expected~~of ~~that~~the ~~these~~joint ~~implementations~~venture, ~~will~~the ~~generate~~Glad ~~efficiencies~~business ~~and~~will ~~transform~~retain the ~~Company's~~exclusive ~~operations~~core inintellectual ~~the~~property ~~areas~~licenses ofcontributed ~~supply~~by ~~chain,~~P&G ~~digital~~on ~~commerce,~~a ~~innovation,~~royalty-free ~~brand~~basis ~~building~~for ~~and more over~~ the ~~long~~licensed ~~term~~products marketed.

InThe Company's transformation efforts continued throughout fiscal year ~~2024,~~2025. ~~the~~As ~~Company~~announced ~~completed~~in August 2021, the ~~implementation~~Company ofcontinues ~~its~~to ~~streamlined~~invest ~~operating~~in ~~model~~transformative totechnologies ~~help~~and ~~meet~~processes ~~its~~over ~~objectives~~a offive-year ~~driving~~period. ~~growth~~This ~~and~~investment ~~productivity.~~began ~~The~~in ~~streamlined~~fiscal ~~operating~~year ~~model~~2022, isand ~~expected~~includes toreplacement ~~enhance~~of the Company's ~~ability~~enterprise toresource ~~respond~~planning ~~more~~system ~~quickly~~(ERP) and transitioning to ~~changing~~a ~~consumer~~cloud-based ~~behaviors~~platform ~~and~~as ~~innovate~~well ~~faster~~as the implementation of a suite of other digital technologies. ~~The~~Following the successful implementation of ~~this~~the new ~~model~~ERP ~~resulted~~system in Canada, Clorox began implementation in the ~~reduction~~U.S. ofin ~~certain~~fiscal ~~staffing~~year ~~levels~~2026. ~~and~~The total incremental transformational investment is expected to ~~achieve~~be ~~cost~~$570 ~~savings~~to $580 million. It is expected that these implementations will generate efficiencies and transform the Company's operations in the areas of ~~approximately~~supply ~~$100~~chain, ~~million~~digital ~~annually.~~commerce, innovation, brand building and more over the long term.

~~Clorox~~During ~~continued~~the tofourth ~~work~~quarter ~~toward~~of ~~its~~fiscal ~~environmental~~year 2025, ~~social~~certain ~~and~~retailers ~~governance~~placed ~~(ESG)~~orders ~~goals,~~in ~~which~~advance ~~are~~of ~~embedded into~~ the ~~IGNITE~~ERP ~~strategy~~transition ~~and~~in ~~throughout~~ the ~~business~~U. ~~The Company prioritizes greenhouse gas emission reductions and reducing plastic and other waste~~S. ~~Clorox continues~~ to ~~invest~~minimize inany ~~talent~~potential ~~development~~inventory ~~initiatives~~impacts ~~across~~during ~~all~~the ~~levels~~implementation ~~and functions~~phase. ~~Through both funding and employee volunteering,~~ The ~~Clorox~~incremental ~~Company~~shipments ~~Foundation~~provided ~~extends~~a ~~Clorox’s~~benefit ~~people-centered~~to ~~impact~~net bysales, ~~promoting~~however, ~~well-being~~these ~~and~~impacts ~~inclusivity~~are ~~within~~expected ~~communities. The Foundation works~~ to ~~support~~reverse ~~communities~~in onfiscal ~~important~~year ~~matters~~2026 ~~including~~as ~~health~~retailers ~~and~~draw ~~safety,~~down ~~education~~this ~~and racial justice~~inventory.

~~The~~In ~~Company has been broadly recognized throughout~~ fiscal year ~~2024 for its integrated ESG efforts. For the second consecutive year~~2025, ~~Clorox earned~~ the ~~top~~Company ~~ranking~~fully onleveraged ~~Barron’s~~its ~~100~~new ~~Most~~streamlined ~~Sustainable~~operating ~~U.S.~~model ~~Companies~~to ~~list,~~deliver ~~which~~ongoing ~~considers~~cost asavings ~~number of metrics, including activities in support of sustainability, employee experience, inclusive representation~~ and ~~corporate~~further ~~governance~~enhance ~~structure.~~the ~~The~~ Company ~~was also recognized by Fortune as One of America~~'s ~~Most~~ability ~~Innovative~~to ~~Companies~~respond ~~and~~more ~~listed~~quickly ~~as One of The Most Trustworthy Companies in America by Newsweek. Clorox was also named~~ to ~~Wall~~changing ~~Street~~consumer ~~Journal's~~behaviors ~~250 Best Managed Companies~~ and ~~Newsweek's~~innovate ~~America's Most Responsible Companies and America's Greenest Companies lists~~faster.

Clorox ~~also~~ continued ~~its~~to ~~longtime~~work ~~commitment~~toward toits ~~providing~~sustainability ~~value~~goals, towhich ~~shareholders~~are ~~through~~embedded ~~regular~~into ~~dividends.~~the ~~During~~IGNITE ~~fiscal~~strategy ~~year~~and ~~2024,~~throughout the business. The Company ~~paid~~prioritizes ~~$595~~greenhouse ~~million~~gas inemission ~~dividends~~reductions toand ~~shareholders.~~reducing Inplastic ~~July~~and ~~2024,~~other waste. Clorox ~~announced~~continues anto ~~increase~~invest ofin 2%talent indevelopment ~~its~~initiatives ~~quarterly~~across ~~dividend~~all —levels ~~the~~and ~~22nd~~functions. ~~consecutive~~Through ~~year~~both itfunding ~~has~~and ~~done~~employee sovolunteering, The Clorox Company Foundation extends Clorox’s people-centered impact by promoting well-being and inclusivity within communities.

~~For~~The Company has been broadly recognized throughout fiscal year 2025 for its integrated sustainability efforts. For the third consecutive year, Clorox ~~will~~earned ~~continue~~the totop ~~invest~~ranking inon ~~its~~Barron’s ~~brands~~100 Most Sustainable U.S. Companies list. The Company was also recognized by Time as one of the World’s Best Companies and ~~capabilities~~listed toamong ~~build~~The aMost ~~stronger,~~Trustworthy ~~more~~Companies ~~resilient~~in ~~company~~America ~~that~~by ~~delivers~~Newsweek. ~~consistent,~~Clorox ~~profitable~~also ~~growth~~received ~~over~~the ~~time~~Technology Innovation Award from the Household & Commercial Products Association and was named to Wall Street Journal's 250 Best Managed Companies.

Clorox also continued its longtime commitment to providing value to shareholders through regular dividends. During fiscal year 2025, the Company paid $602 million in dividends to shareholders. In July 2025, Clorox announced an increase of 2% to its dividend, consistent with its longstanding practice of delivering annual dividend increases.

For fiscal year 2026, Clorox will continue to invest in its brands and capabilities to build a stronger, more resilient company that delivers consistent, profitable growth over time.

For additional information on recent business developments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Exhibit 99.1, incorporated herein by reference.

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Financial Information about Operating Segments and Principal Products

The Company operates through strategic business units (SBUs) which are organized into operating segments. Operating segments are then aggregated into four reportable segments: Health and Wellness, Household, Lifestyle and International. Operating segments not aggregated into a reportable segment are reflected in Corporate and Other. The four reportable segments consist of the following:

•Health and Wellness consists of cleaning, disinfecting and professional products marketed and sold in the United States. Products within this segment include home care cleaning and disinfecting products and laundry additives, primarily under the Clorox, Clorox2, Pine-Sol, Scentiva, Tilex, Liquid-Plumr and Formula 409 brands; professional cleaning and disinfecting products under the CloroxPro and Clorox Healthcare brands; and professional food service products under the Hidden Valley brand.

•Household consists of bags and wraps, cat litter and grilling products marketed and sold in the United States. Products within this segment include bags and wraps under the Glad brand; cat litter primarily under the Fresh Step and Scoop Away brands; and grilling products under the Kingsford brand.

•Lifestyle consists of food, water-filtration and natural personal care products marketed and sold in the United States. Products within this segment include dressings, dips, seasonings and sauces, primarily under the Hidden Valley brand; water-filtration products under the Brita brand; and natural personal care products under the Burt’s Bees brand.

•International consists of products sold outside the United States. Products within this segment include laundry additives; and home care products; ~~bags~~primarily ~~and~~marketed ~~wraps;~~under ~~cat~~the ~~litter;~~Clorox, ~~water~~Poett, Pine-~~filtration~~Sol ~~products; professional cleaning~~ and ~~disinfecting~~Clorinda ~~products~~brands; ~~natural~~bags ~~personal~~and ~~care~~wraps ~~products;~~under ~~food;~~the ~~grilling~~Glad ~~products~~brand; ~~and~~cat ~~digestive~~litter ~~health~~primarily ~~products~~ marketed ~~primarily~~ under the ~~Clorox,~~Ever ~~Glad,~~Clean ~~Poett,~~and ~~Brita,~~Fresh ~~Burt's~~Step ~~Bees,~~brands ~~Pine~~and water-~~Sol,~~filtration ~~Ever~~products ~~Clean,~~marketed ~~Clorinda,~~under ~~Chux~~the ~~and~~Brita ~~Fresh Step Brands~~brand.

The Company’s products are marketed and sold globally. The following table provides the Company’s global product lines, which were sold in the United States (including professional products) and internationally, that accounted for 10% or more of consolidated net sales for the fiscal years ended June 30:

	2024		2023		2022
	2025		2024		2023
Cleaning products	4344	%	4243	%	42	%
Bags and wraps	15	%	1615	%	16	%
Food products	1112	%	11	%	11	%
Cat litter products	10	%	10	%	910	%

Principal Markets and Methods of Distribution

In the United States, most of the Company’s products are nationally advertised and sold to mass retailers, grocery outlets, warehouse clubs, dollar stores, home hardware centers, military stores and other retail outlets primarily through a direct sales force; to grocery stores and grocery wholesalers primarily through a combination of direct sales teams and a network of brokers; and through e-commerce retailers. The Company also sells many of its products through alternative retail channels. Some brands are sold using the direct-to-consumer model. The Company sells institutional, janitorial, food-service and healthcare products through a direct sales force and a network of brokers to distributors and redistributors. Outside the United States, the Company sells products to the retail trade through subsidiaries, licensees, distributors and joint-venture arrangements with local partners.

Sources and Availability of Raw Materials

The Company purchases raw materials from numerous unaffiliated U.S. and international suppliers, some of which are sole source or single-source suppliers. Interruptions in the delivery of these materials could adversely impact the Company. Key raw materials used by the Company include resin, non-woven fabrics for wipes products, sodium hypochlorite, corrugated cardboard, soybean oil, solvent, derivatives of amines and other chemicals and agricultural commodities. Raw materials were generally available during fiscal year ~~2024~~2025 with minimal constraints. While the Company does not expect supply constraints in fiscal year ~~2025~~2026, supply risk may result from external factors outside of the Company's control.

The Company generally utilizes supply contracts to help ensure availability and a number of forward-purchase contracts to help reduce the volatility of the pricing of raw materials needed in its operations. However, the Company is highly exposed to changes in the prices of commodities and transportation used in manufacturing and shipping of its products, including as a result of new or increased tariffs. 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,~~

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“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, energy, transportation, labor and other necessary supplies or services have negatively impacted, and may continue to negatively impact, the Company’s net earnings and cash flow” and “Risk Factors – Supply chain issues can result in product shortages or disruptions to the Company’s business” in Item 1.A.

Patents and Trademarks

Most of the Company’s brand name consumer products are protected by registered trademarks. The Company’s brand names and trademarks are highly important to its business, and the Company vigorously protects its trademarks from apparent infringements. Maintenance of brand equity value is critical to the Company’s success. The Company’s patent rights are also ~~material~~significant to its business and are asserted, where appropriate, against apparent infringements.

Seasonality

Most sales of the Company’s grilling products occur during the months of March through September each calendar year. The volume and sales of grilling products may be affected by weather conditions.

Customers

Net sales to the Company’s largest customer, Walmart Stores, Inc. and its affiliates, were 2527%, 2625% and 2526% of consolidated net sales for each of the fiscal years ended June 30, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023, respectively, and occurred across all of the Company’s reportable segments. No other ~~individual~~customers ~~customer~~ accounted for 10% or more of the Company’s consolidated net sales in any of these fiscal years. The Company’s five largest customers accounted for nearly half of the Company’s consolidated net sales for each of the fiscal years ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

Competition

The markets for consumer products are highly competitive. The Company’s products compete with other nationally advertised brands and with “private label” brands within each category. Competition comes from similar and alternative products, some of which are produced and marketed by major multinational or national companies having financial resources greater than those of the Company. In addition, the Company faces competition from retailers, including club stores, grocery stores, drugstores, dollar stores, mass merchandisers, e-commerce retailers and subscription services. ~~Furthermore, heightened competitive activity is expected as inflation continues to increase and consumers experience reduced purchasing power.~~ The Company’s products generally compete on the basis of product performance, brand reputation and recognition, image and price. A newly introduced consumer product (whether improved or newly developed) usually encounters intense competition requiring substantial expenditures for advertising, sales promotion and trade merchandising support. If a product gains consumer acceptance, it typically requires continued advertising and promotional support and ongoing product innovation to maintain its relative market position. For further information regarding the intense competition the Company faces, see “Risk Factors – The Company faces intense competition in its markets, which could lead to reduced net sales, net earnings and cash flow.” in Item 1.A.

Environmental Matters

For information regarding noncapital expenditures related to environmental matters, see the discussions below under “Risk Factors – Environmental matters create potential liabilities that could adversely affect the Company’s financial condition and results of operations.” in Item 1.A. No material capital expenditures relating to environmental compliance are presently anticipated.

HUMAN CAPITAL MANAGEMENT

Purpose and Values

The Clorox Company is led by its purpose to champion people to be well and thrive every single day, including employees, consumers and communities served around the world.

Clorox employees are committed to making a meaningful, positive impact through their work and to authentically living the Company’s values: to do the right thing, put people at the center and play to win. These foundational values underpin everything the Company does and are essential to achieving long-term success.

The Company’s purpose and values also are fully embedded in its IGNITE strategy, ~~which~~alongside accelerates innovation in key areas of the business to drive growth and deliver value for all Company stakeholders. 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 addition,~~ integrated goals for ~~ESG~~sustainability ~~performance~~which promote healthy lives, a clean world and thriving communities, all supported by strong corporate governance.

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Workforce

As of June 30, ~~2024~~2025, the Company employed about 87,~~000~~600 people worldwide, with 7673% in the United States and 2427% working outside the United States. Clorox's U.S. workforce includes 47% nonproduction employees and 53% production employees, while the workforce outside the United States includes 6259% nonproduction employees and 3841% production employees. The number of employees during fiscal year ~~2024~~2025 was primarily impacted by the divestiture of the Company'’s ~~Argentina~~Better ~~business~~Health ~~and~~VMS ~~the implementation of the streamlined operating model~~business.

~~Inclusion,~~People ~~Diversity~~are essential to Clorox’s efforts to drive growth and deliver value for all stakeholders. 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, ~~Equity~~unlock &more ~~Allyship~~innovation ~~(IDEA)~~and – ultimately – contribute to its growth and success.

People are essential to Clorox's efforts to drive growth and deliver value for all stakeholders. 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.

Clorox continues to conduct annual pay equity analyses for non-production employees in addition to monitoring pay trends throughout the year. This effort proactively identifies potential discrepancies and helps to ensure each employee is compensated fairly, regardless of race, ethnicity or gender.

More than a dozen employee resource groups (ERGs) help drive inclusion within Clorox and foster belonging, in part through greater understanding of different backgrounds and perspectives. These groups are open to all employees and serve as an important forum for talent recruiting and retention, professional development and open dialog that strengthens the Company’s workplace culture and, through regular volunteer opportunities, the communities employees call home. The ERGs also serve the business by serving as internal focus groups, inspiring product innovations, accelerating product placement plans and deepening knowledge of the Company's multicultural consumer base.

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.

Hiring and Development

Clorox looks to continuously attract, develop and retain the best talent to deliver against its strategy and commitments, prioritizing career growth and leadership development to establish a strong foundation for long-term success. Company investments include a suite of training and education for people managers to help them become effective coaches and leaders; mentoring programs and initiatives to help build a ~~pipeline~~strong ~~of diverse~~ talent pipeline; and summer internship, and co-op ~~and rotational~~ programs for college hires. ~~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.~~ Clorox also conducts a robust talent review and leader succession planning process to ensure a strong pipeline for key roles.

Additionally, supported by its strategic investment in digital transformation and related productivity enhancements, the Company continues to strengthen new ways of working, ~~such~~including ~~as hybrid work experiences as well as~~ implementing new tools and technologies that allow employees to collaborate more effectively, work smarter and make faster, more informed decisions. Finally, in order to attract key prospective talent and continue to advance Clorox as an employer of choice, the Company continues to invest in its employer value proposition and career development and talent acquisition strategies.

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.

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Finally, in order to attract key prospective talent and continue to advance Clorox as an employer of choice, the Company continues to invest in its employer value proposition and career development and talent acquisition strategies.

Employee Engagement and Retention

In support of its efforts to actively listen to its workforce, engage in effective two-way dialog and embrace continuous improvement, Clorox conducts both annual and periodic pulse surveys. The Company surveys its employees to assess their perception of Clorox as a place to work as well as their views of leadership, the Company's IGNITE strategy and related transformation, sense of inclusion and more. In fiscal year ~~2024~~2025, just over 8283% of nonproduction employees said they feel engaged at Clorox, which was ~~consistent~~above ~~with~~ the Company's fiscal year ~~2023~~2024 results and above the 50th percentile for Fortune 500 and industry ~~benchmarks3~~benchmarks1. Company leadership then uses the engagement survey results to develop and deploy related action plans aimed at addressing employee feedback, strengthening the overall workplace culture and, importantly, retaining top talent.

Employee Safety and Well-Being

As a ~~health and wellness~~ company dedicated to ~~helping~~championing people to be well and thrive every single day, Clorox takes a holistic approach to caring for its employees, with benefits and programs designed to support physical, mental and financial well-being.

Consistent with its ~~core~~ value of putting people at the center, the Company invests in workplace safety through a combination of education, training and related policies, while operating in compliance with applicable regulations, including Occupational Safety and Health Administration (OSHA) guidelines in the United States. In fiscal year ~~2024~~2025, the Company’s ~~reportable~~recordable incident rate (RIR) was 0.47. This was significantly lower than the 3.2 average RIR for goods-producing manufacturing companies in 2022, which is the latest available data from the U.S. Bureau of Labor Statistics4.

1 Employee engagement surveys may vary across companies on a year-to-year basis.

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incident rate (RIR) was 0.66. This was significantly lower than the 2.8 average RIR for goods-producing manufacturing companies in 2023, which is the latest available data from the U.S. Bureau of Labor Statistics2.

The Company has continued to prioritize the mental health of its employees, partnering with external vendors to provide free and confidential mental health and lifestyle services as well as other related resources, tools and forums to employees and their families.

The Company also provides parents with support such as paid parental leave, adoption resources, family-forming benefits and subsidized childcare.

To support employees' financial well-being, the Company provides competitive compensation – including short- and long-term incentives – to attract and retain top talent. In addition, Clorox supports its employees' retirement readiness by contributing up to 10% of an employee's annual salary to their 401(k) plan each year and offering third-party financial planning services.

Societal Well-Being

In fiscal year 2024, The Clorox Company Foundation continued to support the Company’s purpose of championing people to be well and thrive every single day by focusing on programs in three key areas: community wellness, disease prevention and disaster relief and preparedness.

Since its inception in 1980, the Foundation has awarded cash grants to nonprofit organizations, schools and colleges across the globe. The Foundation provides cash grants (including matching employee donations) to support communities on important matters including health and safety, education and racial justice. The Company also provides product donations while implementing cause marketing programs to nonprofit organizations in support of causes that are consistent with the Company's brands' purposes. The Company continues to embrace and support employee volunteerism, recognizing the value it brings to the communities it serves and in fostering a culture of giving back. For every hour employees spend volunteering outside of work, they receive $10, allowing them to contribute up to $300 annually to the nonprofit organization of their choice.

ENVIRONMENTAL SUSTAINABILITY

Clorox has continued to work toward its ESG goals, which are embedded in the IGNITE strategy and throughout the business. Its IGNITE environmental goals prioritize taking climate action and reducing plastic and other waste by reducing virgin plastic and fiber packaging; increasing recyclable, reusable or compostable packaging; increasing post-consumer recycled plastic in packaging; and reducing waste to landfill in our global facilities and plants.

3 Employee engagement surveys may vary across companies on a year-to-year basis.

4 The Company's fiscal year 2024 RIR of 0.47 means that for every 100 full-time equivalent Clorox employees globally, the Company averaged less than one reportable 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.

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As part of its climate action goals, the Company set science-based targets to reduce scopes 1 and 2, and elements of scope 3 greenhouse gas emissions by 2030 from a 2020 baseline year, which have been approved by the Science Based Targets initiative, and committed to net-zero greenhouse gas emissions by 2050. To contribute to its scopes 1 and 2 greenhouse gas emission reduction goal, which the Company achieved, the Company has committed to maintain 100% electricity from renewable energy for its U.S. and Canada operations. The Company entered into two virtual power purchase agreements as an integral part of that commitment.

Available Information

The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act are available on the Company’s website, free of charge, as soon as reasonably practicable after the reports are electronically filed with or furnished to the SEC. These reports are available at TheCloroxCompany.com under Investors/Financial ~~Information~~Reporting/SEC Filings. Additionally, the Company routinely posts additional important information, including press releases, on its website and recognizes its website as a channel of distribution to reach public investors and as a means of disclosing material non-public information for complying with disclosure obligations under Regulation FD. Accordingly, investors should monitor our website in addition to our SEC filings and public webcasts. These items are available at TheCloroxCompany.com under Investors/~~Investor~~Overview/Press ~~News and Events~~Releases.

Information relating to corporate governance at Clorox, including the Company's Code of Conduct, the Clorox Company Board of Directors Governance Guidelines and Board Committee charters for the Management Development and Compensation Committee, the Audit Committee, and the Nominating, Governance and Corporate Responsibility Committee, is available at TheCloroxCompany.com under Company/~~Corporate~~Leadership & Governance or https://www.thecloroxcompany.com/company/corporate-governance/. The Company will provide any of the foregoing information without charge upon written request to Corporate Communications, The Clorox Company, 1221 Broadway, Oakland, CA 94612-1888. The information contained on the Company's website is not included as a part of, or incorporated by reference into, this Report.

ITEM 1.A. RISK FACTORS

The risks and uncertainties set forth below, as well as other factors described elsewhere in this Report or in other filings by the Company with the SEC, could adversely affect the Company’s business, financial condition and results of operations. Additional risks and uncertainties that are not currently known to the Company or that are not currently believed by the Company to be material may also harm the Company’s business, financial condition and results of operations.

Business and Industry Risks

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

Unfavorable general economic factors that are beyond the Company's control have materially adversely affected, and could continue to materially adversely affect, its business, results of operations, financial condition and liquidity. These factors include, but are not limited to, ~~supply~~inflation, ~~chain~~tariffs, ~~disruptions~~recession and economic slowdown, labor shortages, wage pressures, ~~ongoing~~and ~~elevated~~supply ~~levels~~chain ~~of inflation~~disruptions, ~~recession and economic slowdown,~~ as well as housing markets, consumer credit availability, consumer debt levels, fuel and energy costs ~~(for example~~, ~~the~~interest ~~price~~rate ~~of gasoline or alternative energy sources)~~fluctuations, ~~rising interest rates,~~ tax rates and policy, unemployment trends, ~~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 ~~matters~~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 instability, (including the conflicts in Ukraine and the Middle East, the potential for escalation in hostilities between the U.S. and Iran, and rising tensions between China and Taiwan,); actual and potential shifts in U.S. and foreign trade, economic and other policies, (including as a result of escalating trade tensions between the U.S. and its trading partners, including China, as well as other global events, have significantly increased global macroeconomic uncertainty and volatility. Sustained macroeconomic uncertainty and volatility and geopolitical instability, including relating to the results of elections, could undermine global consumer confidence and could continue to reduce consumers’ 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 forecast 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 are evolving, 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. These geopolitical conflicts and tensions may also heighten other risks

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.

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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. Sustained macroeconomic uncertainty and volatility and geopolitical instability could undermine global consumer confidence and could continue to reduce 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. 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. 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 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 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. These geopolitical conflicts and tensions may also heighten other risks disclosed in this Report, 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.

The Company has experienced, and expects to continue to experience, the indirect impacts of the conflicts in Ukraine and the Middle East, including increases in the cost of raw and packaging materials and commodities (including the price of oil), supply chain and logistics challenges, and it is not possible to predict the broader or longer-term consequences of these conflicts or the sanctions and export controls imposed in response to each conflict. Increasing unfavorable macroeconomic and geopolitical conditions have caused, and may also lead to, recession risk, increased credit and collectability risks, higher borrowing costs or reduced availability of capital and credit markets, reduced liquidity, asset impairments, declines in the value of the Company's financial instruments, and failures of counterparties including financial institutions and insurers. If any financial institution party to the Company's credit or other financing arrangements were to declare bankruptcy or become insolvent, they may be unable to perform under their agreements with the Company, which could result in reduced borrowing capacity. In addition, if any parties with which the Company conducts business are unable to access funds pursuant to such instruments or lending arrangements with such a financial institution, such parties’ ability to continue to fund their business and perform their obligations to the Company could be adversely affected. Any of these factors could negatively and materially impact the Company's business, financial condition, and results of operations.

Market and category declines and the Company’s product and geographic mix may adversely impact the Company’s ability to meet sales growth targets, profitability and financial results.

A large percentage of the Company’s revenues comes from mature markets that are subject to high levels of competition. During fiscal year 2025, 86% of the Company’s net sales were attributable to U.S. markets, including U.S. territories. 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. Even if we are successful at increasing sales, a general decline in the markets for the Company’s product categories has had, and may in the future have, a negative impact on the Company’s financial condition, results of operations and ability to meet its sales growth targets. 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 faces intense competition in its markets, which could lead to reduced net sales, net earnings and cash flow.

The Company faces intense competition from consumer product companies both in the U.S. and in its international markets, and our ability to maintain or gain market share may be impacted by the actions by competitors. The Company’s ability to achieve sales growth depends on its ability to drive growth through innovation, including as part of its IGNITE strategy, expand into new products and categories, channels and countries, invest in its established brands and enhanced merchandising, grow categories with retailers and capture market share from competitors. Most of the Company’s products compete with other widely advertised, promoted and merchandised brands within each product category. The Company also faces competition from retailers, including club stores, grocery stores, drugstores, dollar stores, mass merchandisers, e-commerce retailers and subscription services, which are increasingly offering “private label” brands that are typically sold at lower prices and compete with the Company’s products in certain categories. 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, and this would negatively impact its net earnings and profits. The Company’s products generally compete on the basis of product performance, brand reputation and recognition, image and price, thereby requiring substantial expenditures for advertising, sales promotion and trade merchandising to gain and maintain market position. The Company is also

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~~disclosed~~increasingly inusing ~~this~~digital ~~Report,~~media ~~any~~marketing ofand ~~which~~promotional ~~could~~programs ~~have~~to anreach ~~adverse~~consumers. ~~impact~~If on the Company’s ~~business~~advertising, ~~results~~marketing ofand ~~operations~~promotional programs, ~~cash~~including ~~flows~~its use of digital and/ social media, are not effective or ~~financial~~adequate, ~~condition~~the Company’s net sales may be negatively impacted.

~~The~~Some of the Company’s ~~has~~competitors ~~experienced,~~are ~~and~~larger ~~expects~~than tothe ~~continue~~Company toand ~~experience,~~have ~~the~~greater ~~indirect~~financial ~~impacts~~resources. ofThese ~~the~~competitors, ~~conflicts~~as inwell ~~Ukraine~~as ~~and~~new ~~the~~or ~~Middle~~smaller ~~East~~market entrants, ~~including~~may ~~increases~~be inable ~~the~~to ~~cost~~spend ofmore ~~raw~~aggressively on advertising and ~~packaging~~promotional ~~materials~~activities, ~~and~~introduce ~~commodities~~competing ~~(including~~products ~~the~~more ~~price~~quickly, ofadopt ~~oil)~~new technology, ~~supply~~such ~~chain~~as artificial intelligence and ~~logistics~~machine ~~challenges~~learning, more quickly and itsuccessfully, isand ~~not~~respond ~~possible~~more effectively to ~~predict~~changing business and macroeconomic conditions and consumer preferences than the ~~broader~~Company orcan. ~~longer-term~~Heightened ~~consequences~~competitive ofactivity ~~these~~from ~~conflicts~~strong orlocal ~~the~~competitors, ~~sanctions~~other large multinational companies, and ~~export~~new ~~controls~~entrants ~~imposed~~into the market may result in ~~response~~more toaggressive ~~each~~product ~~conflict.~~claims ~~The~~and ~~situation~~marketing ~~continues~~challenges, toincreased ~~evolve~~promotional spending and ~~significant~~geographic ~~uncertainties~~expansion, ~~regarding~~and marketing of new products. Furthermore, the ~~full~~Company’s ~~impact~~competitors ofmay ~~these~~attempt ~~conflicts~~to gain market share by offering products at prices at or below those typically offered by the ~~related~~Company. ~~impacts~~Competitive onactivity may require the ~~global~~Company ~~economy~~to increase its spending on advertising and ~~geopolitical~~promotions ~~relations~~and/or ~~remain~~reduce prices, which could lead to reduced sales, margins and/or net earnings.

~~Increasing~~The ~~unfavorable~~Company ~~macroeconomic and geopolitical conditions have caused, and~~ may ~~also~~not ~~lead~~successfully ~~to,~~introduce ~~recession~~new ~~risk,~~products ~~increased credit~~ and ~~collectability~~line ~~risks~~extensions, ~~higher borrowing costs~~ or ~~reduced~~expand ~~availability~~into ofadjacent ~~capital~~categories and ~~credit markets~~countries, reduced liquidity, asset impairments, declines in the value of the Company's financial instruments, and failures of counterparties including financial institutions and insurers. If any financial institution party to the Company's credit or other financing arrangements were to declare bankruptcy or become insolvent, they may be unable to perform under their agreements with the Company, which could ~~result~~adversely inimpact ~~reduced~~its borrowing capacity. In addition, if any parties with which the Company conducts business are unable to access funds pursuant to such instruments or lending arrangements with such a financial institution, such parties’ ability to ~~continue~~meet tosales ~~fund~~growth ~~their business and perform their obligations to the Company could be adversely affected. Any of these factors could negatively and materially impact the Company's business~~targets, financial condition, and results of operations.

~~Sales~~The Company’s ability to achieve its sales growth ~~objectives~~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 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 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. This risk is further heightened by the continued evolution of consumer needs, habits and preferences as a result of shifts in U.S. demographics. The Company cannot be ~~difficult~~certain tothat it will successfully achieve, its innovation goals. New product and product packaging development and marketing efforts, including efforts to enter markets or product categories in which the Company has limited or no prior experience, not only incur substantial capital expenditures but also contain inherent risks. 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 ~~category~~the ~~declines~~failure of new products, brands and ~~changes~~line extensions to achieve anticipated levels of market acceptance. In addition, success in launching new products is also dependent on the Company’s ~~product~~ability to deliver effective and ~~geographic~~efficient ~~mix~~marketing in an evolving media landscape (including digital), which is subject to dynamic and increasingly restrictive privacy requirements. The Company may not be able to fully recoup the cost of unsuccessful product introductions or may experience a decline in sales of existing products as a result of consumer adoption of its new products, both of which could materially adversely ~~impact~~affect the Company’s business, net earnings, margins, financial condition and results of operations.

A large percentage of the Company’s revenues comes from mature markets that are subject to high levels of competition. During fiscal year 2024, 84% of the Company’s net sales were attributable to U.S. markets, including U.S. territories. The Company’s ability to achieve sales growth depends on its ability to drive growth through innovation, including as part of its IGNITE Strategy, expand into new products and categories, channels and countries, invest in its established brands and enhanced merchandising, grow categories with retailers and capture market share from competitors. 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~~execute ~~new products~~ or ~~brands,~~realize ~~it may not achieve its sales growth objectives. Furthermore, a general decline in~~ the ~~markets~~anticipated ~~for~~benefits ~~certain product categories has had and may in the future have a negative impact on the Company’s financial condition and results~~ of ~~operations. In addition, changes to the mix of products that the Company sells, as well as the mix of countries in which~~ its ~~products~~strategic ~~are~~or ~~sold,~~transformational ~~may adversely impact the Company’s net sales, profitability and cash flow~~initiatives.

The ~~changing~~Company ~~retail~~is ~~environment~~implementing certain strategic and ~~changing~~transformational ~~consumer~~initiatives ~~preferences~~intended ~~could~~to ~~adversely~~generate ~~affect~~cost savings, improve operational efficiencies and enhance its competitive position. These initiatives include the ~~Company’s~~implementation ~~business~~of a new ERP system, ~~financial~~expansion ~~condition~~of digital capabilities and ~~results~~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.

~~The~~These ~~Company’s~~initiatives ~~sales are largely concentrated in the traditional retail grocery, mass retail outlet, warehouse club~~ (and ~~dollar~~their ~~store~~concurrent ~~channels,~~execution) inmay ~~addition to e-commerce channels. Alternative retail channels, including hard discounters, subscription services and buying clubs,~~ have ~~become~~unintended ~~and may continue to be more prevalent and popular than traditional retailers. In addition~~consequences, ~~a growing number of alternative sales channels and business models,~~ such as ~~niche~~business ~~brands~~disruptions, ~~native~~diversion ~~online brands, private label and store brands, direct-to-consumer brands and channels and discounter channels, have emerged. In particular, the growing presence~~ of, ~~and~~management ~~increasing sales through~~attention, ~~e-commerce~~reduced ~~retailers~~employee ~~have~~morale ~~affected,~~ and ~~may continue to affect~~productivity, ~~consumer~~organizational ~~behavior or preferences (as consumers increasingly shop online and via mobile and social applications) and market dynamics~~fatigue, ~~including~~loss ~~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,~~institutional including 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 demographicsknowledge, ~~which includes the aging of the general population~~ and ~~the~~negative emergence of millennial and younger generations who have different spending, consumption and purchasing habits; evolving consumer concerns or perceptions regarding ESG practices of manufacturers, including the environmental impacts ofon ~~products~~relationships ~~and~~with ~~the sourcing and sustainability of packaging materials~~customers, 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; changing consumer sentiment toward non-local products or sources; and changing perceptions of environmental impacts (including packagingsuppliers, ~~energy~~ and ~~water~~business ~~use and waste management)~~partners. Any significant changes in consumer preferences or behavior, such as time spent at home or in shared public spaces, could materially and/or negatively impact demand for the Company's products and, in turn, the Company's net sales and results of operations. Consumer preferences are also influenced by perception of the brand image of the Company and its

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.

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~~products,~~The ~~the~~Company ~~success~~also ofmay ~~advertising~~not ~~and~~be ~~marketing~~able ~~campaigns, the Company’s ability~~ to ~~engage~~successfully ~~with~~enter ~~consumers~~new ~~in the manner they prefer~~markets, ~~including~~launch ~~through~~new ~~the~~products ~~use~~and ofinnovations, ~~digital~~implement ~~media~~pricing ~~or assets~~actions, ~~and~~restructure ~~the perception of the Company’s advertising~~operations, ~~use of social media~~ and ~~engagement~~pursue instrategic ~~political~~acquisitions ~~and~~or ~~social issues, and geopolitical events~~divestitures. IfThese ~~the~~strategic ~~Company~~initiatives ismay not ~~successful~~be ineffectively ~~continuing to adapt to rapidly changing consumer preferences and market dynamics or expanding sales through e-commerce retailers or alternative retail channels~~implemented, ~~consumers~~ may ~~reduce~~fail ~~the~~to ~~purchase~~achieve ofintended ~~the Company's products, which could negatively impact its business, financial condition and~~ results ~~of operations. In addition~~, ~~e-commerce~~or ~~and alternative retail channels~~ may ~~create~~result ~~significant pricing pressures for consumer goods, presenting additional challenges to increasing prices~~ in ~~response~~unanticipated tocosts ~~commodity~~ or ~~other cost increases in all of the channels into which the Company sells~~complexities. If these e-commerce and alternative retail channels were to take significant market share away from traditional retailers and/or the Company is not successful in these channels or business models, its net sales and results of operations may be materially and negatively impacted.

~~The~~If the Company ~~faces~~is ~~intense~~unable ~~competition~~to insuccessfully execute its ~~markets,~~strategic ~~which~~or ~~could~~transformation ~~lead~~initiatives toor ~~reduced~~realize ~~net~~their ~~sales~~anticipated value or benefits, ~~net~~its ~~earnings~~business, financial condition, and ~~cash~~results ~~flow~~of operations could be materially adversely affected.

The ~~Company~~changing ~~faces~~retail ~~intense~~environment ~~competition~~and ~~from~~changing consumer ~~product~~preferences companies both in the U.S. and in its international markets. Most of the Company’s products compete with other widely advertised, promoted and merchandised brands within each product category. The Company also faces competition from retailers, including club stores, grocery stores, drugstores, dollar stores, mass merchandisers, e-commerce retailers and subscription services, which are increasingly offering “private label” brands that are typically sold at lower prices and compete with the Company’s products in certain categories. Increased purchases of “private label” products or other lower priced brands could ~~negatively~~adversely ~~impact~~affect ~~net sales of~~ the Company’s ~~higher-margin products or there could be a shift in product mix to lower-margin offerings~~business, ~~especially~~financial atcondition ~~a time of ongoing inflationary pressure,~~ and ~~this~~results ~~would negatively impact its net earnings and profits. The Company’s products generally compete on the basis~~ of product performance, brand reputation and recognition, image and price, thereby requiring substantial expenditures for advertising, sales promotion and trade merchandising to gain and maintain market positionoperations. The Company is also increasingly using digital media marketing and promotional programs to reach consumers. If the Company’s advertising, marketing and promotional programs, including its use of digital and social media, are not effective or adequate, the Company’s net sales may be negatively impacted.

~~Some~~The ~~of the~~ Company’s ~~competitors~~sales are ~~larger~~largely ~~than~~concentrated in the ~~Company~~traditional retail grocery, mass retail outlet, warehouse club and ~~have~~dollar ~~greater~~store ~~financial~~channels, ~~resources~~in addition to e-commerce channels. ~~These~~Alternative ~~competitors~~retail channels, asincluding ~~well~~hard asdiscounters, ~~new~~subscription ~~market~~services ~~entrants~~and buying clubs, ~~may~~have bebecome ~~able~~and may continue to ~~spend~~be more ~~aggressively~~prevalent onand ~~advertising~~popular ~~and~~than ~~promotional~~traditional ~~activities~~retailers. In addition, ~~introduce~~a ~~competing~~growing ~~products~~number ~~more~~of ~~quickly,~~alternative ~~adopt~~sales ~~new~~channels ~~technology~~and business models, such as ~~artificial~~niche ~~intelligence~~brands, native online brands, private label and ~~machine~~store ~~learning~~brands, ~~more~~direct-to-consumer ~~quickly~~ brands and ~~successfully~~channels and discounter channels, have emerged. In particular, the growing presence of, and ~~respond~~increasing ~~more~~sales ~~effectively~~through, e-commerce retailers have affected, and may continue to ~~changing~~affect, ~~business~~consumer behavior or preferences (as consumers increasingly shop online to compare pricing and ~~economic~~product ~~conditions~~availability) and market dynamics, including any pricing pressures for consumer ~~preferences~~goods ~~than~~as ~~the~~retailers ~~Company~~face ~~can~~added costs to build their e-commerce capacity. ~~Heightened~~Further, ~~competitive~~consumer ~~activity~~preferences ~~from~~continue ~~strong~~to ~~local~~evolve ~~competitors~~due to a number of factors, ~~other~~including ~~large~~macroeconomic ~~multinational~~volatility ~~companies~~and uncertainty, and ~~new~~inflation, ~~entrants~~which ~~into~~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 ~~may~~and ~~result~~changes in ~~more~~consumer ~~aggressive~~demographics, ~~product~~which ~~claims~~includes the aging of the general population and ~~marketing~~the ~~challenges,~~emergence ~~increased~~of ~~promotional~~millennial and younger generations who have different spending, consumption and ~~geographic~~purchasing ~~expansion~~habits; evolving consumer concerns or perceptions regarding the sustainability practices of manufacturers, including the environmental impacts of products (including packaging, energy and ~~marketing~~water use, and waste management) and the sourcing and sustainability of ~~new~~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; and changing consumer sentiment toward non-local products or sources. ~~Furthermore~~Any significant changes in consumer preferences or behavior, such as time spent at home or in shared public spaces, could materially and/or negatively impact demand for the Company’'s ~~competitors~~products ~~may~~and, ~~attempt~~in toturn, ~~gain~~the ~~market~~Company's ~~share~~net sales and results of operations. Consumer preferences are also influenced by ~~offering~~perception of the brand image of the Company and its products, atthe ~~prices~~success atof 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 ~~below~~assets, ~~those~~and ~~typically~~the ~~offered~~perception byof the Company.’s ~~Competitive~~advertising, ~~activity~~use ~~may~~of ~~require~~social media and engagement in political and social issues, and geopolitical events. If the Company is not successful in continuing to ~~increase~~adapt ~~its~~to ~~spending~~rapidly onchanging ~~advertising~~consumer preferences and ~~promotions~~market ~~and/~~dynamics or expanding sales through e-commerce retailers or alternative retail channels, consumers may reduce ~~prices~~their purchasing of the Company's products, which could ~~lead~~negatively toimpact ~~reduced~~its ~~sales~~business, ~~margins~~financial condition and results of operations. In addition, e-commerce and alternative retail channels may create significant pricing pressures for consumer goods, presenting additional challenges to increasing prices in response to commodity or other cost increases in all of the channels into which the Company sells. If these e-commerce and alternative retail channels were to take significant market share away from traditional retailers and/or the Company is not successful in these channels or business models, its net ~~earnings~~sales and results of operations may be materially and negatively impacted.

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 ~~the~~its business, financial condition and results of operations.

Maintaining a strong reputation with consumers, customers and trade and other third-party partners is critical to the success of the Company’s business. The Company devotes significant time and resources to programs designed to protect and preserve its reputation such as ethics and compliance, brand protection and suitability, product safety and quality, and enterprise risk management, and has published ~~ESG~~ goals, including relating to environmental impact and sustainability ~~and inclusion and diversity~~, 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 efficacy,; ingredients or substances ~~present~~actually or allegedly present in the Company’s products or packaging,; sustainability; or ~~ESG~~its ~~and~~human ~~related issues~~capital practices, including if the Company ischanges ~~not~~its ~~successful~~position inon ~~achieving~~or does not achieve its ~~ESG~~sustainability goals, or provides inaccurate information. In addition, the Company’s products have, in the past, and could, in the future, face withdrawal, recall or other quality issues, which could lead to decreased demand for and reputational damage to the related brands. The Company’s products, ~~especially its dietary supplement and related 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 ~~ineffective or~~ harmful to consumers. The Company also licenses certain of its brands to third parties. Such licenses and partnerships may create additional exposure for those brands to product safety, quality, sustainability and other concerns.

Widespread use of social media and networking sites by consumers has greatly increased the accessibility and speed of dissemination of information and misinformation. Negative publicity, posts or comments about the Company, its brands, its products, its marketing activities, whether accurate or inaccurate, or disclosure of non-public sensitive information about the Company, could be widely disseminated through the use of social media or in other formats. Additionally, marketing initiatives

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Widespread use of social media and networking sites by consumers has greatly increased the accessibility and speed of dissemination of information (whether accurate or inaccurate). Negative publicity, posts or comments about the Company, its brands, its products, its marketing activities, whether accurate or inaccurate, or disclosure of non-public sensitive information about the Company, could be widely disseminated through the use of social media or in other formats. Additionally, marketing initiatives may not have the desired effect on a brand’s or product’s image. Such events, if they were to occur, could harm the Company’s image and adversely affect its business, financial condition and results of operations, as well as require resources to rebuild the Company’s reputation.

In addition, the legal, regulatory and ethical landscape around the use of artificial intelligence and machine learning is rapidly evolving. ~~The~~While the Company’s success may increasingly become dependent on its ability to adopt and effectively leverage this emerging technology, init anmay ~~effective~~not ~~and~~be ~~ethical~~able ~~manner~~to ~~may~~do ~~impact~~so ~~its~~in ~~reputation~~an ~~and~~effective ~~ability~~manner. toThis ~~compete,~~technology ~~and~~could ~~this~~also ~~technology~~prove ~~could~~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. Further, the use of generative artificial intelligence tools may compromise confidential or sensitive information, put the Company’s intellectual property at risk, or subject the Company to claims of intellectual property infringement, all of which could damage the Company's reputation.

Dependence on key customers could adversely affect the Company’s business, financial condition and results of operations.

A limited number of customers account for a large percentage of the Company’s net sales. Net sales to the Company’s largest customer, Walmart Stores, Inc. and its affiliates, were 2527%, 2625%, and 2526% of consolidated net sales for the fiscal years ended June 30, 2025, 2024, ~~2023~~ and ~~2022~~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 2025, 2024, ~~2023~~ and ~~2022~~2023, and a significant portion of the Company’s future revenues may continue to be derived from a small number of customers. As a result, changes in the strategies of the Company’s largest customers, including a reduction in the number of brands they carry, a shift of shelf space to “private label” or competitors’ products or a decision to lower pricing of consumer products, including branded products, may harm the Company’s net sales or net earnings, and reduce the ability of the Company to offer new, innovative products to consumers. Any loss of a key customer or a significant reduction in net sales to a key customer of the Company or a business unit could have a material adverse effect on the Company’s business, financial condition and results of operations. In addition, the use of the latest pricing technology by its customers ~~regarding pricing~~ may lead to category pricing pressures. Consistent with the ongoing variability in information technology (IT) systems industry-wide, the Company's IT 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.

With the growing trend towards retailer consolidation, both in the U.S. and internationally, the continued growth of e-commerce and the integration of traditional and digital operations at key retailers, the Company is increasingly dependent on certain retailers. This trend has resulted in the increased size and influence of large consolidated retailers, who have in the past changed, and may in the future change, their business strategies; demand lower pricing or higher trade discounts; impose other burdensome requirements on product suppliers; or move away from branded products to "private label." These large consolidated companies could also exert additional competitive pressure on the Company’s other customers, which could in turn lead to such customers demanding lower pricing, higher trade discounts or special packaging or imposing other onerous requirements on the Company. If a significant customer ceases doing business with or materially decreases its purchase of the Company's products, the Company’s business, financial condition and results of operations may be harmed.

The Company’s business is based primarily upon individual sales orders, and the Company typically does not enter into long-term contracts with its customers. Accordingly, customers could reduce their purchasing levels or cease buying products from the Company at any time. If the Company does not effectively respond to the demands of its customers, they could decrease their purchases, causing the Company’s net sales and net earnings to decline. Furthermore, unfavorable market conditions or competitive pressures may cause customers to reevaluate the number and mix of brands they sell, resulting in lower purchases of the Company’s products by these customers. The Company may also modify key customer credit limits due to customer financial strength, which may have an adverse impact on future sales.

~~The~~Acquisitions, ~~Company may not successfully introduce~~ new ~~products~~venture investments and ~~line~~divestitures ~~extensions,~~may ornot ~~expand~~be ~~into adjacent categories and countries~~successful, which could ~~adversely~~have ~~impact~~an ~~its~~adverse ~~financial~~effect ~~condition~~on ~~and~~the ~~results~~Company’s ~~of operations~~business.

~~The~~In ~~Company’s~~connection ~~future~~with ~~performance and growth depends on innovation and~~ its ~~ability to successfully develop or license capabilities to introduce new products~~strategy, ~~brands,~~the ~~line extensions and product innovations or enter or expand into adjacent product categories, sales channels or countries. The~~ Company’s ~~ability~~expects to ~~anticipate~~continue ~~changes in consumer preferences and quickly innovate in order~~ to ~~adapt~~seek ~~its products (including product packaging~~acquisition, ~~environmental~~joint ~~impact~~venture and ~~sustainability~~investment ~~profile)~~opportunities. ~~to meet changing consumer demands and/or evolving regulatory requirements is essential~~However, ~~especially in light of~~ the ~~reduction~~Company ~~in barriers for even small competitors, and these innovations~~ may ~~result~~not inbe ~~increased~~able ~~costs.~~to ~~This~~identify ~~risk is further heightened by the continued evolution of consumer needs, habits~~ and ~~preferences~~successfully asnegotiate asuitable ~~result~~strategic oftransactions ~~shifts~~at inattractive Uprices.S. ~~demographics.~~In ~~The Company cannot be certain that it will successfully achieve its innovation goals. New product and product packaging development and marketing efforts~~addition, ~~including~~an ~~efforts~~increase toin ~~enter~~regulatory ~~markets~~restrictions or ~~product~~continued ~~categories~~market involatility ~~which~~could hinder the Company’s ~~has~~ability ~~limited~~to orexecute nostrategic ~~prior~~business ~~experience,~~activities ~~not~~including ~~only~~any ~~incur~~acquisitions ~~substantial~~or ~~capital expenditures but also contain inherent risks~~investments. ~~These risks include product development or launch delays~~Furthermore, ~~noncompliance~~all ~~with~~acquisitions ~~applicable~~and ~~laws~~investments orentail ~~regulations,~~numerous ~~or infringement of third-party intellectual property~~risks, ~~any~~including ofrisks ~~which~~relating ~~could~~to ~~result in~~ the Company’s ~~not~~ability ~~being first~~ to ~~market, and the failure of new products, brands and line extensions to achieve~~ :

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~~anticipated~~•successfully ~~levels~~integrate ofacquired ~~market~~companies, ~~acceptance. In addition~~brands, ~~success in launching new~~ products, istechnologies, ~~also~~systems ~~dependent~~or onpersonnel into the Company’s ~~ability~~existing tobusiness ~~deliver~~operations ~~effective and efficient marketing~~ in an ~~evolving media landscape (including digital)~~effective, ~~which~~timely ~~is subject to dynamic~~ and ~~increasingly restrictive privacy requirements. The Company may not be able to fully recoup the~~ cost-efficient of unsuccessful product introductions or may experience a decline in sales of existing products as a result of consumer adoption of its new products, both of which could materially adversely affect the Company’s business, net earnings, margins, financial condition and results of operations.manner;

~~Loss~~•maintain ofuniform standards, orcontrols, ~~inability~~procedures toand ~~attract,~~policies ~~key~~throughout ~~personnel~~acquired ~~could~~companies, ~~adversely~~including ~~impact~~effective integration into the Company’s ~~business.~~internal control over financial reporting;

~~The~~•successfully ~~Company’s~~enter ~~success depends~~categories, inmarkets ~~part, on its continuing ability to identify, hire, develop~~ and ~~retain~~business ~~highly~~models qualified and diverse personnel. The Company's ability to attract and retain talent has been and may continue to be impacted by a number of factors, including employee morale, its reputation, competition from other employers and availability of qualified individuals in ~~key geographic areas such as the San Francisco Bay Area, and challenges in the labor market, particularly in the U.S.,~~ which has increasing labor costs, sustained labor shortages, and changing worker and talent market expectations around flexible work models and relocation. Increased labor costs as a result of increased competition for employees, higher employee turnover rates, increased employee benefit costs, or labor union organizing efforts could increase the Company’s ~~operating~~may ~~expenses,~~have ~~and~~limited ~~its~~or ~~growth~~no ~~and~~prior ~~results of operations could be adversely impacted.~~ experience;

~~The~~•achieve ~~Company~~expected ~~continues~~synergies ~~executing organizational change, which may impact hiring~~ and retention efforts. Related activities to identify, hire and onboard qualified talent at increasing compensation costs may require significant time and expense which could further adversely affect the Company’s operations and financial results. 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. The unexpected loss or ~~unavailability~~strategic ofbenefits ~~one~~from oracquisitions ~~more~~within of the ~~Company’s~~anticipated ~~key~~time ~~leaders~~periods, ~~could~~if ~~disrupt~~at ~~its business.~~all;

~~Acquisitions,~~•achieve ~~new~~distribution ~~venture~~expansion ~~investments~~related ~~and~~to ~~divestitures may not be successful~~products, ~~which~~categories ~~could~~and ~~have~~markets anfrom ~~adverse~~acquisition ~~effect~~and onretain ~~the~~key ~~Company’s~~relationships ~~business, financial condition~~ and ~~results~~personnel of ~~operations.~~acquired companies;

~~In connection with its strategy, the Company expects to continue to seek acquisition, joint venture and investment opportunities. However, the Company may not be able to~~ •identify and ~~successfully~~manage ~~negotiate~~any ~~suitable~~legal ~~strategic transactions at attractive prices. In addition, an increase in regulatory restrictions~~ or ~~continued~~reputational ~~market~~risks ~~volatility~~that ~~could~~may ~~hinder~~predate ~~the Company’s ability to execute strategic business activities including any acquisitions~~ or ~~investments.~~be ~~Furthermore,~~associated ~~all~~with ~~acquisitions~~a ~~and investments entail numerous risks~~transaction, ~~including~~which ~~risks~~could ~~relating~~negatively toimpact the Company’s ~~ability~~following ~~to:~~closing; and

• ~~successfully~~manage ~~integrate~~other ~~acquired~~unanticipated ~~companies,~~problems ~~brands,~~or ~~products~~liabilities, ~~technologies,~~including ~~systems~~relating orto ~~personnel~~a ~~into~~system ~~the~~shutdown, ~~Company’s~~service ~~existing~~disruption, ~~business~~or ~~operations~~cyberattack inon an ~~effective,~~acquired ~~timely~~company’s ~~and~~IT/operational ~~cost-efficient~~technology ~~manner;~~(OT) systems.

~~• maintain~~Acquired ~~uniform~~companies ~~standards~~or operations, ~~controls~~joint ventures or investments may not be profitable or may not achieve sales, ~~procedures~~profitability, and ~~policies~~cash ~~throughout~~flow ~~acquired~~expectations. ~~companies~~Furthermore, acquisitions or ventures could also result in dilutive issuances of equity securities, debt, the assumption of contingent liabilities (such as those relating to advertising claims, environmental issues and litigation, and negative reputational issues), an increase in expenses related to intangible assets, including ~~effective~~trademarks ~~integration~~and goodwill, and increased operating expenses, all of ~~acquired~~which ~~companies~~could ~~into~~adversely affect the Company’s ~~internal~~financial ~~control~~condition, ~~over~~margins and results of operations. Future acquisitions of foreign companies or new foreign ventures would subject the Company to local regulations and could potentially lead to risks related to, among other things, increased exposure to foreign exchange rate changes, tax or labor laws, government price controls, or repatriation of profits and liabilities relating to the Foreign Corrupt Practices Act (“FCPA”). In addition, to the extent that the economic benefits associated with an acquisition or investment diminish in the future or the performance of an acquired company or business is less robust than expected, the Company has recorded, and may, in the future, be required to record, impairments of intangible assets. Any impairment charges could adversely affect the Company’s financial ~~reporting;~~condition, margins and results of operations.

~~• successfully~~The ~~enter~~Company ~~categories~~has divested and may, ~~markets~~in the future, divest certain assets, businesses or brands. A divestiture could affect the profitability of the Company as a result of the gains or losses on such sale of a business or brand, the loss of the operating income or sales resulting from such sale or the costs or liabilities that are not assumed by the acquirer that may negatively impact profitability and cash flow subsequent to any divestiture. The Company may also encounter difficulty finding potential acquirers or other divestiture options on favorable terms. If the Company is unable to complete a divestiture or successfully transition a divested business, ~~models~~including inthe ~~which~~effective management of the related separation and overhead costs, transition services, and the maintenance of relationships with customers, suppliers, and other business partners, its business and financial results could be negatively impacted. The Company may ~~have~~also ~~limited~~be required to recognize impairment charges or noother ~~prior~~losses ~~experience;~~as a result of a divestiture. For example, in March 2024 and September 2024, the Company completed the sale of its Argentina business and its Better Health VMS business, respectively, and recorded a loss for each sale.

~~• achieve~~In ~~expected~~addition, ~~synergies~~any ~~and~~potential ~~obtain~~future ~~the~~acquisitions, ~~desired~~new ~~financial~~ventures or ~~strategic~~divestitures ~~benefits~~may divert the attention of management and resources from ~~acquisitions~~other ~~within~~business ~~the~~priorities. ~~anticipated~~The ~~time~~occurrence ~~periods~~of any of these risks or uncertainties may have a material adverse effect on the Company’s business, iffinancial atcondition ~~all;~~and results of operations.

~~• achieve~~The ~~distribution~~Company ~~expansion~~may ~~related~~not be able to ~~products~~attract, ~~categories~~develop ~~and~~or ~~markets from acquisition and~~ retain ~~key~~the ~~relationships~~highly ~~and~~skilled or personnel ofneeded ~~acquired~~to ~~companies;~~support its business.

• The Company’s success depends, in part, on its continuing ability to identify, hire, develop and ~~manage~~retain ~~any~~highly ~~legal~~qualified orpersonnel ~~reputational~~with ~~risks~~diverse perspectives, experiences, and backgrounds that reflect the Company’s varied and diverse consumer base, at all levels of the business, including management and in its manufacturing facilities. The Company's ability to attract and retain talent has been and may ~~predate~~continue orto be ~~associated~~impacted ~~with~~by a ~~transaction~~number of factors, ~~which~~including ~~could~~employee ~~negatively~~morale, ~~impact~~its reputation, competition from other employers and availability of qualified individuals in key geographic areas such as the ~~Company~~San ~~following~~Francisco Bay Area, and challenges in the ~~consummation~~labor market, particularly in the U.S., which has increasing labor costs, sustained labor shortages, and changing worker and talent market expectations around flexible work models and relocation. Increased labor costs as a result of ~~such~~increased ~~transaction;~~competition for employees, higher employee turnover rates, increased employee benefit costs, or labor union organizing efforts could increase the Company’s operating expenses, and its growth and results of operations could be adversely impacted.

~~• manage~~The ~~other~~Company ~~unanticipated~~continues ~~problems~~executing ororganizational ~~liabilities~~change, ~~including~~which ~~relating~~may toimpact ahiring ~~system~~and ~~shutdown,~~retention ~~service~~efforts. ~~disruption~~Related activities to identify, orhire ~~cyberattack~~and ononboard anqualified ~~acquired~~talent ~~company~~at increasing compensation costs may require significant time and expense which could further adversely affect the Company’s ~~IT/operational~~operations ~~technology~~and ~~(OT)~~financial ~~systems~~results. The Company’s success also depends on its

Acquired companies or operations, joint ventures or investments may not be profitable or may not achieve sales levels and profitability and cash flow expectations. Furthermore, acquisitions or ventures could also result in dilutive issuances of equity securities, the incurrence of debt, the assumption of contingent liabilities (such as those relating to advertising claims, environmental issues and litigation, negative reputational issues), an increase in expenses related to intangible assets, including trademarks and goodwill, and increased operating expenses, all of which could adversely affect the Company’s financial condition, margins and results of operations. Future acquisitions of foreign companies or new foreign ventures would subject the Company to local regulations and could potentially lead to risks related to, among other things, increased exposure to foreign exchange rate changes, tax or labor laws, government price controls, or repatriation of profits and liabilities relating to the Foreign Corrupt Practices Act (“FCPA”). In addition, to the extent that the economic benefits associated with an acquisition

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orability ~~investment~~to ~~diminish~~retain inits ~~the~~key ~~future~~personnel, orincluding ~~the~~its ~~performance~~executive ofofficers anand ~~acquired~~senior ~~company~~management orteam, ~~business~~and isto ~~less~~continue ~~robust~~to ~~than~~implement ~~expected,~~its ~~the~~succession ~~Company~~plans ~~may~~for besenior ~~required~~management toand ~~record~~other ~~impairments~~key ofemployees. ~~intangible~~The ~~assets.~~unexpected ~~Any~~loss ~~impairment~~or ~~charges~~unavailability ~~could~~of ~~adversely~~one ~~affect~~or more of the Company’s ~~financial~~key ~~condition,~~leaders ~~margins~~could ~~and~~disrupt ~~results~~its ~~of operations~~business.

The Company has divested and may, in the future, divest certain assets, businesses or brands. A divestiture could affect the profitability of the Company as a result of the gains or losses on such sale of a business or brand, the loss of the operating income or sales resulting from such sale or the costs or liabilities that are not assumed by the acquirer that may negatively impact profitability and cash flow subsequent to any divestiture. If the Company is unable to complete a divestiture or successfully transition a divested business, including the effective management of the related separation and overhead costs, transition services, and the maintenance of relationships with customers, suppliers, and other business partners, its business and financial results could be negatively impacted. The Company may also be required to recognize impairment charges or other losses as a result of a divestiture. 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. As a result of these transactions, the Company recorded a loss for the sale of its Argentina business in the third quarter of fiscal year 2024 and expects to record a loss for the sale of its Better Health VMS business during the first quarter of fiscal year 2025.

The Company may also encounter difficulty finding potential acquirers or other divestiture options on favorable terms.

In addition, any potential future acquisitions, new ventures or divestitures may divert the attention of management and resources from other business priorities. The occurrence of any of these risks or uncertainties may have a material adverse effect on the Company’s business, financial condition and results of operations.

The COVID-19 pandemic and related impacts has had, and could continue to have, an adverse effect on the Company’s business, financial condition and results of operations.

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.

Operational Risks

~~Failure~~Volatility and increases in the costs of ~~key~~raw ~~technology~~materials, ~~systems~~energy, ~~cyberattacks~~transportation, ~~privacy~~labor ~~breaches~~and orother ~~data~~necessary ~~breaches~~supplies ~~could~~or services have anegatively ~~material~~impacted, ~~adverse~~and ~~effect~~may oncontinue to negatively impact, the Company’s ~~business,~~net ~~financial~~earnings ~~condition, results of operations~~ and ~~reputation.~~cash flow.

ToVolatility ~~conduct~~and ~~its~~increases ~~business,~~in the ~~Company~~cost ~~relies~~of ~~extensively~~raw onmaterials, ITincluding ~~and OT systems~~resin, ~~many~~non-woven offabrics ~~which~~for ~~are~~wipes ~~managed~~products, ~~hosted~~sodium hypochlorite, ~~provided~~corrugated ~~and/or~~cardboard ~~used by third parties~~ and ~~their~~other ~~vendors.~~packaging ~~These systems include~~materials, ~~but~~soybean ~~are not limited to~~oil, ~~programs and processes relating to communicating within the Company and with customers~~solvent, ~~consumers,~~derivatives ~~business~~of ~~partners~~amines, ~~investors~~ and other ~~parties;~~chemicals ~~ordering~~ and ~~managing~~agricultural ~~materials~~commodities, ~~from suppliers; converting materials to finished products; receiving~~ and ~~processing~~rapid ~~purchase~~increases ~~orders~~in ~~and~~the ~~shipping~~cost ~~products~~of ~~to customers; processing transactions; storing~~energy, ~~processing and transmitting data~~transportation, ~~including~~labor ~~personal confidential information~~ and ~~historical~~other ~~payment~~necessary ~~card~~supplies ~~industry~~or ~~data; hosting~~services, ~~processing~~have ~~and sharing confidential and proprietary research~~harmed, ~~business~~ and ~~financial~~may ~~information;~~continue ~~and~~to ~~complying with financial reporting~~harm, ~~regulatory,~~the ~~legal~~Company’s ~~and~~results ~~tax~~of ~~requirements~~operations.

OnMany ~~Monday,~~of ~~August~~the ~~14,~~raw ~~2023,~~and packaging materials and supplies used in the ~~Company~~production ~~disclosed~~of itthe ~~had~~Company's ~~identified~~products ~~unauthorized~~are ~~activity~~subject onto ~~some~~price ofvolatility ~~its~~and ITfluctuations ~~systems.~~in ~~That~~availability ~~activity~~caused ~~began~~by onmany ~~Friday~~factors, ~~August~~including ~~11,~~macroeconomic ~~2023~~and geopolitical developments and ~~after~~uncertainty, ~~becoming~~governmental ~~aware~~actions of(including itnew ~~that~~or ~~evening~~increased tariffs, ~~the~~sanctions, ~~Company~~quotas, ~~immediately~~or ~~began~~trade ~~taking~~barriers), ~~steps~~supplier toor ~~stop~~transport capacity constraints, changes in supply and ~~remediate~~demand, weather conditions and natural disasters (including the ~~activity.~~potential ~~The~~effects ~~Company~~of climate change, which could also ~~took~~pose ~~certain~~physical ~~systems~~risks ~~offline~~to ~~and~~the ~~engaged~~Company's ~~third-party~~facilities ~~cybersecurity~~as ~~experts~~well toas ~~support~~those of its ~~investigation~~key external manufacturers and ~~recovery~~suppliers), ~~efforts.~~fire, ~~The~~growing ~~Company~~and ~~implemented~~harvesting ~~its~~conditions, ~~business~~energy ~~continuity~~costs, ~~plans~~health epidemics, ~~including~~pandemics or other contagious outbreaks, labor shortages, currency fluctuations, port congestions or delays, cybersecurity incidents or other disruptions, loss or impairment of key manufacturing sites or lines, acts of terrorism and other factors beyond the Company's control.

The Company has also experienced and may continue to experience disruption in its manufacturing operations and supply chain, including facility damage or closures, as a result of the factors set forth above. Although the Company is unable to predict the impact on its ability to source raw and packaging materials and services in the future, the Company does not expect supply constraints in fiscal year 2026. 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. If such cost pressures are incurred or exceed the Company’s estimates and the Company is not able to increase the prices of its products (or sustain such price increases) or achieve cost savings to offset such cost increases, its margins would be harmed. Sustained price increases may also lead to declines in sales volumes and loss of market share, as competitors may not adjust their prices or customers may decide to purchase a lower-priced alternative. The Company’s projections may not accurately predict the volume impact of price increases, which could adversely affect its business, financial condition and results of operations.

To reduce the cost volatility associated with anticipated purchases of certain commodities, the Company uses derivative instruments, including commodity futures and swaps. The extent of the Company’s derivative position at any given time depends on the Company’s assessment of the markets for these commodities, the cost volatility in the markets and the cost of the derivative instruments. Many of the commodities used by the Company in its products do not have actively traded derivative instruments. If the Company does not or is unable to take a derivative position and costs subsequently increase, or if it executes a position and costs subsequently decrease, the Company’s costs may be greater than anticipated or higher than its competitors’ costs and the Company’s financial results and margins could be adversely affected.

Supply chain issues can result in product shortages or disruptions to the Company’s business.

The Company has a complex global network of suppliers that may, in the future, expand and further evolve in response to market conditions. The Company also relies on a number of single-source suppliers for certain commodities and raw material inputs, including packaging, product components, finished products and other necessary supplies. The Company has experienced and could continue to experience material disruptions in production and other supply chain issues, including as a result of supply chain dependencies, which could result in out-of-stock conditions. The Company’s business continuity and disaster recovery plans to address disruptions to the manufacturing or sourcing of products or raw materials may not be sufficient, comprehensive, or effective. Significant disruptions have and could, in the future, interrupt product supply and, if not remedied in a timely manner or at all, could have an adverse impact on the Company's business, results of operations, cash flows and financial condition.

The Company also requires new and existing suppliers to meet its ethical and business partner standards. If the Company's existing or new suppliers fail to meet such standards or any other relevant governmental, industry, customer or Company standards; if the Company is unable to contract with suppliers on favorable terms or at the quantity, quality and price levels needed for its business; if any of the Company’s key suppliers becomes insolvent, ceases or significantly reduces its operations or experiences financial distress; or if any environmental, economic or other outside factors impact its operations, the Company's business, results of operations, cash flows and financial condition could be adversely affected. In addition, the Company may face challenges in production planning and execution, which could impact its ability to cost-effectively meet

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~~manual~~product ~~ordering~~demand, ~~and~~or ~~processing~~may ~~procedures~~be atrequired ~~a reduced rate of operations in order~~ to ~~continue~~increase ~~servicing~~production ~~its customers. However, the incident resulted~~ in ~~wide~~-~~scale~~house ~~disruptions~~and toreduce ~~the~~its ~~Company’s~~supply ~~business operations throughout the remainder of the quarter ended September 30, 2023~~ and ~~negatively~~manufacturing ~~impacted~~arrangements ~~fiscal~~with ~~year~~third ~~2024 results~~parties, ~~though~~which ~~some~~may oflead ~~the~~to ~~anticipated~~additional ~~net~~costs ~~sales~~connected ~~not~~to ~~recognized~~such intransition ~~the~~and ~~first~~unwinding ~~quarter~~ of ~~fiscal~~certain ~~year~~manufacturing ~~2024 as a result of the disruptions were recognized in the later quarters of fiscal year 2024~~relationships.

~~The~~Failure ~~impacts~~ of ~~these~~key ~~system~~technology ~~disruptions~~systems, ~~included~~cyberattacks, ~~order~~privacy ~~processing~~breaches ~~delays~~or ~~and~~data ~~significant~~breaches ~~product~~could ~~outages,~~have ~~resulting in~~ a ~~negative~~material ~~impact~~adverse effect on ~~net~~the ~~sales and earnings. The~~ Company’s ~~has~~business, ~~since~~financial ~~transitioned~~condition, ~~back~~results ~~to automated order processing. The Company experienced lessening operational impacts starting in the second quarter~~ of ~~fiscal~~operations ~~year 2024~~ and ~~has since returned to substantially normalized operations~~reputation. ~~The cyberattack may also lead to additional regulatory scrutiny or litigation exposure.~~

~~The~~To ~~Company~~conduct isits inbusiness, the ~~process~~Company ofrelies aextensively ~~multi-year~~on ~~phased~~IT ~~upgrade~~and ofOT ~~its digital capabilities~~systems, ~~including~~many ~~enhancing~~of ~~operating~~which ~~efficiencies~~are ~~and transitioning to a cloud-based platform~~managed, ~~as well as replacing its enterprise resource planning system. It also uses various other hardware~~hosted, ~~software~~provided and ~~operating systems that may need to be upgraded~~ /or ~~replaced~~used ~~in the near future as such systems cease to be supported~~ by third~~-party~~ ~~service~~parties ~~providers,~~ and ~~may~~their bevendors. ~~vulnerable~~These tosystems ~~increased risks~~include, ~~including~~but ~~the~~are ~~risk~~not oflimited ~~further security breaches~~to, ~~system~~programs ~~failures~~ and ~~disruptions.~~processes ~~Any~~relating ~~such~~to ~~upgrade~~communicating ~~could~~within ~~take time, oversight and be costly to~~ the Company, and ~~may~~with ~~include potential challenges~~customers, ~~such as the cost of training personnel~~consumers, ~~migration~~business ~~of data~~partners, ~~the~~investors ~~potential~~and ~~instability~~other ofparties; ~~the~~ordering ~~new~~and ~~system~~managing ~~and~~materials ~~cost~~from ~~overruns.~~suppliers; Ifconverting ~~such~~materials ~~systems~~to ~~are~~finished ~~not~~products; ~~successfully~~receiving ~~upgraded~~and orprocessing ~~replaced~~purchase inorders aand ~~timely~~shipping ~~manner,~~products ~~system~~to ~~outages,~~customers; ~~disruptions~~processing ortransactions; ~~delays~~storing, orprocessing ~~other~~and ~~issues~~transmitting ~~may~~data, ~~arise.~~including Ifpersonal aconfidential ~~new~~information ~~system~~and ~~does~~historical ~~not~~payment ~~function~~card ~~properly~~industry ordata; ishosting, ~~not~~processing ~~adequately~~and ~~supported~~sharing byconfidential ~~third-party service providers~~ and ~~processes~~proprietary research, itbusiness ~~could~~and ~~adversely~~financial ~~affect~~information; ~~the~~and ~~Company’s~~complying ~~business~~with ~~and~~financial ~~operations~~reporting, ~~which~~regulatory, inlegal ~~turn, could adversely impact the Company’s results of operations~~ and ~~cash~~tax ~~flows~~requirements.

The ~~IT/OT~~Company ~~systems~~is ofin the ~~Company,~~process of a multi-year phased upgrade of its ~~customers,~~digital ~~business~~and ~~partners,~~productivity ~~suppliers,~~capabilities and ~~third-party~~ERP ~~providers~~system ~~have~~replacement. ~~been~~It also uses various other hardware, software and ~~will~~operating ~~continue~~systems that may need to be, ~~subject~~upgraded toor ~~cyber-threats~~replaced ~~such~~in the near future as ~~computer~~such ~~viruses~~systems orcease ~~other~~to ~~malicious~~be ~~codes,~~supported ~~security~~by ~~breaches,~~third-party ~~ransomware~~service providers, ~~unauthorized~~and ~~access~~may ~~attempts,~~be ~~business~~vulnerable ~~email~~to ~~compromise~~increased risks, ~~cyber~~including ~~extortion,~~the ~~denial~~risk of ~~service~~further ~~attacks,~~security ~~phishing~~breaches, ~~deepfakes,~~system ~~social~~failures ~~engineering,~~and ~~unintentional~~disruptions. orAny ~~malicious~~such ~~actions~~upgrade ofcould ~~employees~~take ~~or contractors~~time, ~~hacking~~oversight and ~~other~~be ~~cyberattacks~~costly ~~attempting~~ to ~~exploit~~the ~~vulnerabilities~~Company, byand ~~hackers~~may include potential challenges, ~~criminal~~such ~~groups~~as the cost of training personnel, ~~nation-states~~data ~~and~~migration, ~~nation-state-sponsored~~the ~~organizations~~potential instability of the new system and ~~social-activist~~cost ~~organizations~~overruns. ~~These~~If ~~activities~~such ~~may~~systems ~~result~~are innot ~~unauthorized~~successfully ~~access,~~upgraded ~~disclosure~~or ~~and~~replaced ~~misuse~~in ofa ~~customer,~~timely ~~employee~~manner, ~~vendor,~~system ~~Company~~outages, disruptions or ~~consumer information~~delays, ~~including~~or ~~personal~~other ~~consumer~~issues ~~information~~may ~~obtained~~arise. ~~through~~If ~~online~~a ~~and~~new ~~e-commerce~~system ~~sales,~~does ~~and~~not ~~online~~function ~~activities,~~properly ~~including~~or ~~promotions,~~is ~~rebates~~not ~~and~~adequately ~~customer~~supported ~~loyalty~~by ~~programs,~~third-party asservice ~~well~~providers asand ~~increased~~processes, ~~costs~~it ~~related~~could toadversely affect the Company’s ~~involvement~~business inand ~~investigations~~operations, orwhich, ~~notifications~~in ~~conducted~~turn, bycould adversely impact the Company’s ~~business~~results ~~partners~~of operations and cash flows.

The IT/OT systems of the Company, ~~has~~its ~~seen~~customers, business partners, suppliers, and third-party providers have been, and will continue to be, subject to cyber-threats such as computer viruses or other malicious codes, security breaches, ransomware, unauthorized access attempts, business email compromise, data encryption or exfiltration, cyber extortion, denial of service attacks, phishing, deepfakes, social engineering, unintentional or malicious actions of employees or contractors, hacking and other cyberattacks attempting to exploit vulnerabilities by hackers, criminal groups, nation-states and nation-state-sponsored organizations and social-activist organizations. The Company experienced a cyberattack in August 2023 and may continue to ~~see~~experience an increase in the number of such attacks, ~~especially~~which asmay ~~the~~result in unauthorized access, disclosure and misuse of customer, employee, vendor, Company, ~~continues~~or ~~operating~~consumer ~~under~~information, aincluding ~~hybrid~~personal ~~working~~consumer ~~model~~information ~~under~~obtained ~~which~~through ~~employees~~online ~~can~~and ~~work~~e-commerce sales, and ~~access~~online activities, including promotions, rebates and customer loyalty programs, as well as increased costs related to the Company’s ~~technology~~involvement ~~infrastructure~~in ~~remotely~~investigations or notifications conducted by the Company’s business partners. The rapid evolution and increased adoption of emerging technologies, such as artificial intelligence, may also increase the frequency and magnitude of cyberattacks on the Company and amplify its cybersecurity risks. In addition, while the Company has purchased cybersecurity insurance, costs related to a cyberattack may exceed the amount of insurance coverage or be excluded under the terms of its cybersecurity insurance policy. The Company may be unable to obtain cybersecurity insurance in amounts and on terms the Company views as appropriate for its operations.

The security efforts of the Company and its third-party providers may not prevent or timely detect future attacks and resulting breaches or breakdowns of its databases or systems. 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. The Company has in place disaster recovery and business continuity plans to address ~~these~~Company and third-party incidents, but if these plans or those of its third-party providers are not sufficient or comprehensive, or do not effectively resolve such breaches or breakdowns on a timely basis or at all, the Company may experience interruptions in its ability to manage or conduct business, as well as reputational harm, governmental fines, penalties, regulatory proceedings, ~~and~~ litigation and remediation expenses, adverse impacts on employee morale, loss of customers or consumers, as well as heightened regulatory and legal scrutiny. The need to coordinate with various third-party service providers, including with respect to timely notification and access to personnel and information concerning an incident, may complicate the Company’s efforts to address issues that arise. As a result, the Company is subject to the risk that the activities associated with its third-party service providers can adversely affect its business, financial condition and results of operations, even if the attack or breach does not directly impact its systems or information.

Cyber-threats and techniques are becoming more sophisticated and are constantly evolving, ~~including through the use of emerging technologies such as artificial intelligence,~~ and are being made by groups and individuals with a wide range of expertise and motives, and this increases the difficulty of detecting and successfully defending against them. Continued geopolitical instability has also heightened the risk of cyberattacks. The Company has incurred, and will continue to incur, expenses to comply with privacy and data protection standards and protocols imposed by law, regulation, industry standards and contractual obligations. Increased regulation of data collection, use, and retention practices, including self-regulation and industry standards, changes in existing laws and regulations, including reporting requirements, enactment of new laws and regulations, increased enforcement activity, and changes in interpretation of laws, could increase the Company's cost of compliance and operation, limit its ability to grow its business or otherwise harm its business.

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Inindustry ~~addition,~~standards ~~data breaches or theft of personal information collected by the Company~~ and ~~its~~contractual ~~third-party service providers as well as data breaches or theft of Company information and assets have occurred in the past and may occur in the future~~obligations. ~~The~~Increased ~~Company~~regulation ~~is subject to the laws and regulations~~ of ~~various~~data ~~countries where it operates or does business related to solicitation,~~ collection, ~~processing, transferring, storing or~~ use ~~of consumer~~, ~~customer, business partner or employee information or related data. These laws~~ and ~~regulations~~retention ~~change frequently~~practices, ~~and~~including ~~new~~self-regulation ~~legislation continues to be introduced~~ and ~~may~~industry ~~include different~~ standards ~~and requirements~~, bechanges ~~interpreted~~in ~~and~~existing ~~applied~~laws ~~differently from jurisdiction to jurisdiction~~ and ~~create~~regulations, ~~inconsistent~~including orreporting ~~conflicting~~ requirements., ~~The~~enactment ~~changes~~of ~~introduced~~new bylaws ~~data privacy~~ and ~~protection~~ regulations, ~~increase~~increased ~~the~~enforcement ~~complexity of regulations enacted to protect business and personal data and they subject the Company to additional costs and have required~~activity, and ~~may~~changes in ~~the~~interpretation ~~future~~of ~~require~~laws, ~~costly~~could ~~changes~~increase to the Company’'s ~~security~~cost ~~systems,~~of ~~policies,~~compliance ~~procedures~~ and ~~practices.~~operation, ~~These~~limit ~~laws~~its ~~and~~ability ~~regulations~~to ~~also~~grow ~~may~~its ~~result~~business ~~in the Company incurring additional expenses and liabilities in the event of unauthorized access to~~ or ~~disclosure~~otherwise ofharm ~~personal~~its ~~data~~business.

~~Volatility~~In addition, data breaches or theft of personal information collected by the Company and ~~increases~~its third-party service providers as well as data breaches or theft of Company information and assets have occurred in the ~~costs~~past and may occur in the future. The Company is subject to the laws and regulations of ~~raw~~various ~~materials~~countries where it operates or does business related to solicitation, ~~energy~~collection, ~~transportation~~processing, ~~labor~~transferring, ~~and~~storing ~~other~~or ~~necessary~~use ~~supplies~~of consumer, customer, business partner or ~~services~~employee ~~have~~information ~~negatively~~or ~~impacted~~related data. These laws and regulations change frequently, and new legislation continues to be introduced and may ~~continue~~include different standards and requirements, be interpreted and applied differently from jurisdiction to ~~negatively~~jurisdiction ~~impact~~and create inconsistent or conflicting requirements. The changes introduced by data privacy and protection regulations increase the complexity of regulations enacted to protect business and personal data and subject the Company to additional costs and have required, and may in the future require, costly changes to the Company’s ~~net~~security ~~earnings~~systems, policies, procedures and ~~cash~~practices. ~~flow~~These laws and regulations also may result in the Company incurring additional expenses and liabilities in the event of unauthorized access to or disclosure of personal data.

~~Volatility~~The ~~and~~Company ~~increases~~is insubject ~~the~~to ~~cost~~risks ofrelated raw materials, including resin, non-woven fabrics for wipes products, sodium hypochlorite, corrugated cardboard and other packaging materials, soybean oil, solvent, derivatives of amines, and other chemicals and agricultural commodities, and rapid increases in the cost of energy, transportation, labor and other necessary supplies or services, have harmed, and are likely to ~~continue~~its tointernational ~~harm, the Company’s results of~~ operations. ~~Significant inflationary pressures have impacted the Company's gross margin in fiscal years 2023~~ and, tointernational ~~a lesser extent, 2024, and it expects inflationary pressures to continue into fiscal year 2025~~trade.

~~Many~~In offiscal ~~the~~year ~~raw~~2025, ~~and~~14% ~~packaging materials and supplies used in the production~~ of the Company'’s ~~products~~net ~~are~~sales ~~subject~~were attributable to ~~price~~international ~~volatility~~markets. ~~and~~The ~~fluctuations~~Company inhas ~~availability~~faced ~~caused by many factors, including macroeconomic~~ and ~~geopolitical~~will ~~developments~~continue ~~and~~to ~~uncertainty,~~face ~~supplier~~substantial ~~or transport capacity constraints, changes in supply and demand, weather conditions and natural disasters (including the potential effects of climate change, which could also pose physical~~ risks toassociated ~~the~~with ~~Company's facilities as well as those of~~ its ~~key~~foreign ~~external manufacturers and suppliers)~~operations, ~~fire, growing and harvesting conditions, energy costs, health epidemics, pandemics or other contagious outbreaks, labor shortages, currency fluctuations, governmental actions (~~including ~~import and export requirements such as new or increased tariffs~~, ~~sanctions,~~but ~~quotas~~not orlimited trade barriers), port congestions or delays, cybersecurity incidents or other disruptions, loss or impairment of key manufacturing sites, acts of terrorism and other factors beyond the Company's control. to:

~~The~~•unfavorable ~~Company has also experienced~~ and ~~may~~uncertain ~~continue~~macroeconomic ~~to experience disruption in its manufacturing operations~~ and ~~supply~~geopolitical ~~chain,~~conditions as ~~a result of the factors~~ set forth ~~above.~~elsewhere ~~Although~~in ~~the~~this ~~Company~~section ~~is unable to predict the impact on its ability to source raw~~ and ~~packaging~~potential ~~materials~~operational ~~and~~or ~~services in the future, it expects limited~~ supply ~~pressures~~chain ~~and market~~ disruptions to continue into fiscal year 2025. If such cost pressures are incurred or exceed the Company’s estimates and the Company is not able to increase the prices of its products (or sustain such price increases) or achieve cost savings to offset such cost increases, its margins would be harmed. Sustained price increases may also lead to declines in sales volumes and loss of market share, as ~~competitors may not adjust their prices or customers may decide to purchase~~ a ~~lower-priced~~result ~~alternative. The Company’s projections may not accurately predict the volume impact~~ of ~~price~~these ~~increases, which could adversely affect its business, financial condition and results of operations.~~developments;

~~To reduce~~ •the ~~cost~~imposition ~~volatility associated with anticipated purchases~~ of ~~certain~~or ~~commodities,~~increase ~~the~~in ~~Company uses derivative instruments~~tariffs, ~~including~~trade ~~commodity~~restrictions ~~futures~~or ~~and swaps. The extent of the Company’s derivative position at any given time depends on the Company’s assessment of the markets for these commodities~~sanctions, ~~the~~changes ~~cost volatility~~ in ~~the~~trade ~~markets~~policies, ~~and~~price, ~~the~~profit, ~~cost~~capital ofor ~~the~~other ~~derivative~~government ~~instruments.~~controls, ~~Many~~labor oflaws, ~~the~~immigration ~~commodities~~restrictions, ~~used~~travel byrestrictions, ~~the~~including ~~Company~~as ~~in its products do not have actively traded derivative instruments. If the Company does not or is unable to take~~ a ~~derivative~~result ~~position~~of ~~and costs subsequently increase~~pandemics/epidemics, orimport ~~if it executes a position~~ and ~~costs~~export ~~subsequently decrease~~laws, ~~the~~or ~~Company’s~~other ~~costs~~government ~~may~~actions begenerating ~~greater~~a ~~than~~negative ~~anticipated~~impact oron ~~higher than its competitors’ costs and~~ the Company’s ~~financial results and margins could be adversely affected.~~ business;

~~Supply~~•environmental ~~chain~~events, ~~issues~~civil ~~can~~unrest, ~~result~~work instoppages, ~~product~~labor ~~shortages~~disputes, orwidespread ~~disruptions~~health toemergencies, ~~the~~pandemics/epidemics, ~~Company’s~~terrorism, ~~business.~~kidnapping, and drug‐related or other types of violence;

~~The~~•foreign ~~Company~~currency ~~has a complex global network of suppliers that may~~fluctuations, inincluding ~~the future~~devaluations, ~~expand~~currency ~~and~~controls ~~further evolve in response to market conditions. The Company also relies on a number of single-source suppliers for certain commodities~~ and ~~raw material inputs~~inflation, ~~including~~which ~~packaging,~~may ~~product~~adversely ~~components,~~affect ~~finished~~the ~~products and other necessary supplies. The~~ Company’s ~~has~~ability ~~experienced and could continue~~ to ~~experience~~do ~~material~~business ~~disruptions~~ in ~~production~~certain ~~and~~markets ~~other supply chain issues, including as a result of supply chain dependencies, which could result in out-of-stock conditions. The Company has business continuity~~ and ~~disaster~~reduce ~~recovery plans to address disruptions to~~ the ~~manufacturing~~U.S. ordollar ~~sourcing~~value of ~~products or raw materials~~revenues, ~~and~~profits ~~these plans may not be sufficient. Significant disruptions have and could, in the future, interrupt product supply and, if not remedied in a timely manner~~ or ~~at all, could have an adverse impact on the Company's business, results of operations,~~ cash flows ~~and~~it ~~financial~~generates ~~condition~~in non-U.S. markets;

•difficulty in obtaining non-local currency (e.g., U.S. dollars) to pay for the raw materials needed to manufacture the Company’s products and contract-manufactured products;

•employment litigation related to employees, contractors and suppliers;

•potential loss of distribution channels as a result of retailer consolidation;

•increased credit risk of customers, suppliers and distributors, and defaults on obligations of foreign governments;

•increased risk of fraud or corruption in certain foreign jurisdictions and related difficulties in maintaining effective internal controls;

•potential harm to third parties, the Company’s employees and/or surrounding communities, and related liabilities and damages to the Company’s reputation, from the use, storage and transportation of chlorine in certain international markets where chlorine is used in the production of bleach, whether such actions are undertaken by the Company or by the Company’s business partners;

•lack of well-established or reliable, and impartial legal systems in certain countries where the Company operates, including difficulties in enforcing intellectual property and contractual rights;

•challenges relating to enforcement of or compliance with local laws and regulations and with U.S. laws affecting operations outside of the U.S., including without limitation, the FCPA and intellectual property laws and protections;

•the possibility of nationalization, expropriation of assets or other similar government actions.

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~~The~~of ~~Company also requires new and existing suppliers to meet its ethical and business partner standards~~operations. IfThe ~~the~~ Company'’s ~~existing~~small orsales ~~new~~volume ~~suppliers~~in ~~fail~~some ~~to meet such standards or any other relevant governmental~~countries, ~~industry,~~relative ~~customer or Company standards; if the Company is unable~~ to ~~contract~~some ~~with~~multinational ~~suppliers on favorable terms or at the quantity, quality~~ and ~~price~~local ~~levels needed for its business; if any of the Company’s key suppliers becomes insolvent~~competitors, ceases or significantly reduces its operations or experiences financial distress; or if any environmental, economic or other outside factors impact its operations, the Company's business, results of operations, cash flows and financial condition could beexacerbate ~~adversely affected. In addition, the Company may increase production in-house and reduce its supply and manufacturing arrangements with third parties, which may lead to additional costs connected to~~ such ~~transition and unwinding of certain manufacturing relationships~~risks.

The Company is subject to risks related to its international operations and international trade.

In fiscal year 2024, 16% of the Company’s net sales were attributable to international markets. The Company has faced and will continue to face substantial risks associated with its foreign operations, including, but not limited to:

• unfavorable and uncertain macroeconomic and geopolitical conditions and potential operational or supply chain disruptions as a result of these developments;

• environmental events, civil unrest, work stoppages, labor disputes, widespread health emergencies, pandemics or epidemics, terrorism, kidnapping, and drug‐related or other types of violence;

• foreign currency fluctuations, including devaluations, currency controls and inflation, which may adversely affect the Company’s ability to do business in certain markets and reduce the U.S. dollar value of revenues, profits or cash flows it generates in non-U.S. markets;

• difficulty in obtaining non-local currency (e.g., U.S. dollars) to pay for the raw materials needed to manufacture the Company’s products and contract-manufactured products;

• the imposition of tariffs, trade restrictions or sanctions, price, profit, capital or other government controls, labor laws, immigration restrictions, travel restrictions, including as a result of pandemics or epidemics, import and export laws or other government actions generating a negative impact on the Company’s business, including changes in trade policies that may be implemented and the impact of geopolitical events generally;

• employment litigation related to employees, contractors and suppliers;

• potential loss of distribution channels as a result of retailer consolidation;

• increased credit risk of customers, suppliers and distributors, and defaults on obligations of foreign governments;

• potential harm to third parties, the Company’s employees and/or surrounding communities, and related liabilities and damages to the Company’s reputation, from the use, storage and transportation of chlorine in certain international markets where chlorine is used in the production of bleach, whether such actions are undertaken by the Company or by the Company’s business partners;

• lack of well-established or reliable, and impartial legal systems in certain countries where the Company operates, including difficulties in enforcing intellectual property and contractual rights;

• challenges relating to enforcement of or compliance with local laws and regulations and with U.S. laws affecting operations outside of the U.S., including without limitation, the FCPA and intellectual property laws and protections;

• the possibility of nationalization, expropriation of assets or other similar government actions.

All of the foregoing risks could have a significant adverse impact on the Company’s ability to commercialize its products on a competitive basis in international markets and may have a material adverse effect on its business, financial condition and results of operations. The Company’s small sales volume in some countries, relative to some multinational and local competitors, could exacerbate such risks.

Reliance on third-party service providers could have an adverse effect on the Company's business.

The Company relies on third-party service providers for certain areas of its business operations, including aspects of the implementation of the Company’s transformational initiatives (such as its digital ~~capabilities~~and ~~upgrade~~productivity ~~including enhancing~~enhancements ~~operating efficiencies, transitioning to a cloud-based platform~~ and ~~replacing~~replacement of its ~~enterprise~~ERP ~~resource planning~~ system), IT, procurement, supply chain, manufacturing, certain finance and accounting functions, including financial reporting, and legal, regulatory and tax compliance. Failure by these third parties to meet their contractual, regulatory and other obligations to the Company, or failure to adequately monitor their performance, has in the past and could continue to result in the Company's inability to achieve expected cost savings or efficiencies and result in additional costs to correct errors made by such service providers. Depending on the function involved and despite the possible availability of contractual remedies against these providers, such errors can also lead to business disruption, systems performance degradation, processing inefficiencies or other systems disruptions, the loss of or damage to intellectual property or sensitive data through security breaches or otherwise, incorrect or adverse effects on financial reporting, litigation, claims, legal or regulatory proceedings, inquiries or investigations, fines or penalties, remediation costs, damage to the Company’s reputation or have a negative impact on employee morale, all of which can adversely affect the Company’s business.

Legal and Regulatory Risks

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. In the U.S., this includes oversight from agencies such as the Environmental Protection Agency, the Food and Drug Administration (including applicable current good manufacturing practice regulations), the Consumer Product Safety Commission, the Federal Trade Commission, and the Occupational Safety and Health Administration. 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. The Company could also be subject to future inquiries or investigations by governmental or other regulatory bodies, and any determination of non-compliance with applicable laws could result in impairment charges, significant fines, penalties, or other sanctions that may adversely affect its business, reputation, and financial performance.

Moreover, federal, state, and foreign governments may introduce new or expand existing legislation and regulations, or impose more stringent interpretations of current laws, requiring the Company to enhance its resources, capabilities, and expertise. 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.

Due to its extensive international operations, the Company could be adversely affected by violations, or allegations of violations, of the FCPA and similar international anti-bribery laws. The Company cannot provide assurance that its internal controls policies and procedures that mandate compliance with these laws will protect the Company from reckless, intentional or unintentional criminal acts committed by its employees, joint-venture partners or agents. Alleged or actual violations of these laws could disrupt the Company's business and adversely affect its reputation and its business, financial condition and results of operations.

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's multi-year phased upgrade to its digital capabilities, including replacement of its ERP system, will result in changes to its processes and procedures which, in turn, could result in changes to its internal controls over financial reporting, which may require significant effort and judgment. Any failure to maintain an effective system of internal control over financial reporting, including as a result of failure of the ERP system to work properly, could limit the Company’s ability to report its results of operations accurately and on a timely basis, or to detect and prevent fraud and could expose it to regulatory

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~~inability~~enforcement toaction ~~achieve expected cost savings or efficiencies~~ and ~~result~~shareholder ~~in additional costs to correct errors made by such service providers. Depending on the function involved and despite the availability of contractual remedies against these providers~~claims, ~~such~~which ~~errors~~could ~~can~~have ~~also~~a ~~lead~~material to business disruption, systems performance degradation, processing inefficiencies or other systems disruptions, the loss of or damage to intellectual property or sensitive data through security breaches or otherwise, incorrect or adverse ~~effects~~effect on ~~financial reporting, litigation, claims, legal or regulatory proceedings, inquiries or investigations, fines or penalties, remediation costs, damage to~~ the Company’s ~~reputation~~business, orfinancial ~~have~~condition aand ~~negative~~results ~~impact on employee morale, all~~ of ~~which can adversely affect the Company’s business~~operations.

~~Legal~~Fluctuations in federal, state, local and ~~Regulatory~~foreign ~~Risks~~taxes or a change to uncertain tax positions, including related interest and penalties, may also impact the Company’s effective tax rate and the Company’s results of operations. Changes in tax laws, including additional guidance issued by the U.S. Treasury Department, the U.S. Internal Revenue Service or similar bodies of state, local and foreign governments could create uncertainty, impact the Company's recorded liability in future periods and have a material impact on the Company’s results of operations. For example, on July 4, 2025, the One Big Beautiful Bill Act was enacted in the United States. The act contains a number of provisions that are applicable to U.S. corporate taxpayers. The Company is in the process of evaluating the impact of this legislation on its consolidated financial statements. Additionally, on December 20, 2021, the Organization for Economic Development released a set of model rules, known as the Global Anti-Base Erosion rules (GloBE rules) or “Pillar Two,” designed to ensure that large multinational enterprises pay a minimum 15% tax on income arising in each jurisdiction in which they operate. Many countries have implemented Pillar Two, and the Company has been subject to Pillar Two in certain foreign jurisdictions beginning this past fiscal year ended June 30, 2025. The Company has evaluated and will continue to monitor the impact of the GloBE rules but does not anticipate that they will have a material impact on the Company's effective tax rate and cash flows. See also “Critical Accounting Estimates—Income Taxes” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in Exhibit 99.1 for more information on factors influencing the determination of our effective tax rate and tax positions.

~~Government~~If the Company is found to be noncompliant with applicable laws and regulations in these or other areas, it could ~~impose~~be subject to governmental or regulatory actions, including fines, import detentions, injunctions, product withdrawals or recalls or asset seizures, as well as potential criminal sanctions, any of which could have a material adverse effect on its business. Loss of or failure to obtain necessary permits and registrations, particularly with respect to its charcoal business, could delay or prevent the Company from meeting current product demand, introducing new products, building new facilities or acquiring new businesses and could adversely affect its financial condition and results of operations. In order to comply with any changes in these laws and regulations, the Company may be required to make changes to product formulation, labeling or marketing claims, perform additional testing to substantiate its product claims, make costly changes in its manufacturing processes or supply chain or stop selling certain products until corrective actions have been taken. Any of these developments could increase the Company’s costs significantly, which could have a material adverse effect on the Company’s financial condition and results of operations.

~~Generally,~~Climate ~~the~~change ~~manufacture,~~and ~~processing,~~other ~~formulation,~~sustainability ~~packaging,~~issues ~~labeling,~~may ~~storage,~~have ~~distribution,~~an ~~advertising~~adverse ~~and~~effect ~~sale~~on of the Company’'s ~~products and its~~ business ~~operations must comply with extensive federal~~, ~~state~~financial ~~and~~condition ~~foreign laws~~ and ~~regulations,~~results including, in the U.S., the Environmental Protection Agency, the Food and Drug Administration (including applicable current good manufacturing practice regulations), the Consumer Product Safety Commission, the Federal Trade Commission, and the Occupational Safety and Health Administration. There is also an increased risk of ~~fraud~~operations ~~or corruption in certain foreign jurisdictions~~ and ~~related difficulties in maintaining effective internal controls. Additionally, the Company~~ could bedamage ~~subject~~its to future inquiries or investigations by governmental and other regulatory bodies. Any determination that the Company’s operations or activities are not in compliance with applicable law could expose the Company to future impairment charges or significant fines, penalties or other sanctions that may result in a reduction in net income or otherwise adversely impact the business and reputation ~~of the Company~~.

~~The~~Companies across all industries are facing increasing scrutiny relating to their sustainability policies and practices. In particular, there is increasing focus by governmental and non-governmental organizations, investors, customers, consumers, employees and other stakeholders on sustainability matters, such as climate change, water use, deforestation, biodiversity, plastic waste, responsible sourcing, animal welfare, labor and employment practices and human rights, as well as diversity and inclusion efforts. Changing consumer preferences may also result in increased demands regarding plastics and packaging materials, including single-use and non-recyclable plastic packaging, and other components of the Company's ~~management~~products isand ~~responsible~~their environmental impact on sustainability; a growing demand for ~~establishing~~natural or organic products and ~~maintaining~~ingredients; ~~adequate~~or ~~internal~~increasing ~~control~~consumer ~~over~~concerns ~~financial~~or ~~reporting~~perceptions (whether accurate or inaccurate) regarding the effects of ingredients or substances present in certain consumer products. ~~The~~These demands could impact the profitability of some of the Company's ~~multi-year~~products, ~~phased~~or ~~upgrade~~cause it to ~~its~~incur ~~digital~~additional ~~capabilities~~manufacturing ~~will~~or ~~result~~other incosts which may not be recoverable through price increases or increased sales volumes, make changes to its ~~processes~~operations, ~~and~~make ~~procedures~~additional ~~which~~commitments, inset ~~turn~~targets or establish additional goals and take actions to meet them, which could ~~result~~expose inthe ~~changes~~Company to ~~its~~market, ~~internal~~operational ~~controls~~and ~~over~~execution ~~financial~~costs ~~reporting~~or risks. Certain investors and other stakeholders have expressed negative sentiment regarding corporate environmental, ~~which~~social ~~may~~and ~~require~~governance ~~significant~~(ESG) ~~effort~~initiatives, including sustainability and ~~judgment~~diversity and inclusion practices. ~~Any~~In ~~failure~~addition, torecent ~~maintain~~regulatory anactions ~~effective~~and ~~system~~executive oforders ~~internal~~issued ~~control~~by ~~over~~the ~~financial~~current ~~reporting~~U.S. ~~could~~presidential ~~limit~~administration ~~the~~have targeted these areas. The Company’s ~~ability~~practices toand ~~report~~efforts ~~its~~in ~~results~~these ofareas ~~operations~~may ~~accurately~~not ~~and~~align onwith athe ~~timely~~expectations ~~basis~~of all stakeholders, orwhich tocould ~~detect~~negatively ~~and~~affect ~~prevent~~our ~~fraud~~relationships ~~and~~with certain stakeholders. Furthermore, our activities in these areas could expose itus to increased regulatory ~~enforcement~~or ~~action~~legal ~~and~~scrutiny, ~~stockholder~~potential ~~claims~~product boycotts, ~~which~~or ~~could~~other ~~have~~actions athat ~~material~~may ~~adverse~~harm ~~effect~~our onreputation ~~the~~or ~~Company’s~~adversely affect our business, financial condition, ~~and~~or results of operations.

~~Fluctuations~~The inCompany ~~federal,~~is ~~state,~~subject ~~local and foreign taxes or a change~~ to ~~uncertain~~climate-related ~~tax~~transition ~~positions~~risks, including ~~related~~increased ~~interest~~energy ~~and~~costs ~~penalties,~~due ~~may~~to ~~also~~increasing ~~impact~~demand ~~the~~for ~~Company’s~~alternative ~~effective~~energy ~~tax~~sources ~~rate~~ and ~~the~~new ~~Company’s~~or ~~results~~increased oflegal ~~operations.~~and ~~Changes~~regulatory inrequirements ~~tax~~to ~~laws,~~reduce ~~including~~or ~~additional~~mitigate ~~guidance~~impacts ~~issued~~to by the Uenvironment.S. ~~Treasury~~Evolving ~~Department,~~and ~~the~~increasing ~~U.S.~~regulatory ~~Internal Revenue Service or similar bodies of state~~requirements, ~~local~~including ~~and~~in ~~foreign~~relation ~~governments~~to ~~could create uncertainty~~sustainability, ~~impact~~such ~~the~~as ~~Company's~~extended ~~recorded~~producer ~~liability~~responsibility inor ~~future~~environmental ~~periods~~or ~~and~~emissions ~~have~~standards acould ~~material~~cause ~~impact~~disruptions onin the Company’'s ~~results~~manufacturing ofprocesses ~~operations.~~or ~~For~~increase ~~example~~operating, ~~on December 20~~energy, ~~2021,~~raw ~~the~~materials ~~Organization~~and ~~for~~compliance ~~Economic~~costs. ~~Development~~The ~~released~~Company amay ~~set~~undertake ofadditional ~~model~~costs ~~rules designed~~ to ~~ensure~~control, ~~that~~assess ~~large~~and ~~multinational~~report ~~enterprises pay a minimum 15% tax~~ on ~~income~~sustainability ~~arising~~metrics ~~in each jurisdiction in which they operate. The model rules are known~~ as the ~~Global~~nature, ~~Anti-Base~~scope ~~Erosion~~and ~~rules~~complexity ~~(GloBE~~of ~~rules)~~sustainability ~~or “Pillar Two”. Many countries have agreed to implement Pillar Two~~reporting, diligence and ~~the~~disclosure ~~Company~~requirements ~~will be subject to Pillar Two in certain foreign jurisdictions beginning with its fiscal year ending June 30, 2025~~expand. The ~~Company~~ability ~~does not expect Pillar Two~~ to ~~materially~~achieve ~~impact~~any ~~its~~stated ~~effective~~goal, ~~tax~~target, ~~rate~~ or ~~cash~~objective ~~flows.~~is ~~The~~subject ~~Company will continue~~ to ~~monitor~~numerous ~~and~~factors ~~evaluate new legislation~~ and ~~guidance, which could impact this assessment.~~

The, Company, because of the its extensive international operations, could be adversely affected by violations, or allegations of violations, of the FCPA and similar international anti-bribery laws. 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. The Company cannot provide assurance that its internal controls policies and procedures that mandate compliance with these laws will protect the Company from reckless, intentional or unintentional criminal acts committed by its employees, joint-venture partners or agents. Alleged or actual violations of these laws could disrupt the Company's business and adversely affect its reputation and its business, financial condition and results of operations.

Federal, state and foreign governments may introduce new or expand existing legislation and regulations, or courts or governmental authorities could impose more stringent interpretations of existing legislation and regulations, affecting the Company’s operations, which may require the Company to increase its resources, capabilities and expertise in certain areas. For example, the Company is subject to regulations regarding the transportation, storage or use of certain chemicals to protect the environment, including as a result of evolving climate change standards, and is and may become subject to increased costs or mandatory funding or financial support requirements for recycling and waste management programs under extended producer responsibility regulation or laws, through plastic or packaging taxes, or restrictions on certain products and materials or on the use of certain types of packaging. Such regulations could negatively impact the Company’s ability to obtain raw materials or could increase its acquisition and compliance costs or cause the Company to contribute funds to recycling and other waste management infrastructure, thus making its products more costly, less competitive than other competitive products or reduce

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~~consumer~~conditions, ~~demand~~many of which are outside of the Company's control. ~~Furthermore~~For example, ~~additional~~working ortowards ~~amended~~achieving ~~legislation~~the inCompany's ~~the~~goals ~~areas~~will ofrequire ~~ESG~~significant ~~disclosure,~~effort ~~healthcare~~by ~~reform,~~and ~~sustainability~~resources offrom ~~packaging~~the Company and stakeholders, including ~~plastic~~suppliers ~~packaging~~and business partners, ~~executive~~governmental ~~compensation~~entities and ~~corporate~~the ~~governance~~development and adoption of technology that may not currently exist or exist at scale. Stakeholder perception of, ~~could~~or ~~also~~opposition ~~increase~~to, the Company’s ~~costs.~~actions ~~The~~or ~~Company~~inaction iswith ~~also~~respect ~~required~~to the environment and other sustainability matters or its ability to ~~comply~~effectively ~~with~~respond ~~increasingly~~to ~~complex~~new, ~~and~~or ~~changing~~changes ~~laws~~in, ~~and~~related ~~regulations~~legal ~~enacted~~or regulatory requirements could lead to ~~protect~~negative ~~business~~publicity, ~~and~~which ~~personal~~could ~~data~~result in reduced demand for the ~~U.S.~~Company’s ~~and~~products, ~~other~~damage ~~jurisdictions~~to its reputation or increase the risk of litigation, ~~which~~regulatory ~~have~~proceedings, inquiries or investigations and could ~~continue~~adversely toaffect ~~subject~~ the Company’s tobusiness ~~additional~~and ~~compliance costs~~reputation.

If the Company is found to be noncompliant with applicable laws and regulations in these or other areas, it could be subject to governmental or regulatory actions, including fines, import detentions, injunctions, product withdrawals or recalls or asset seizures, as well as potential criminal sanctions, any of which could have a material adverse effect on its business. Loss of or failure to obtain necessary permits and registrations, particularly with respect to its charcoal business, could delay or prevent the Company from meeting current product demand, introducing new products, building new facilities or acquiring new businesses and could adversely affect its financial condition and results of operations. In addition, the Company markets and sells products that are subject to regulations relating to dietary supplements. In order to comply with any changes in these laws and regulations, including any changes that result from newly published clinical studies and emerging studies that may assert or prove that ingredients in the Company's products or the products themselves are ineffective or harmful to consumers, the Company may be required to make changes to product formulation, labeling or marketing claims, perform additional testing to substantiate its product claims, make costly changes in its manufacturing processes or supply chain or stop selling certain products until corrective actions have been taken. Any of these developments could increase the Company’s costs significantly, which could have a material adverse effect on the Company’s financial condition and results of operations.

ESG issues, including those related to climate change and sustainability, may have an adverse effect on the Company's business, financial condition and results of operations and could damage its reputation.

Companies across all industries are facing increasing scrutiny relating to their ESG policies. In particular, customers, consumers, investors and other stakeholders are increasingly focusing on environmental issues, including climate change, water use, deforestation, biodiversity, plastic waste, responsible sourcing and other sustainability concerns. Changing consumer preferences may also result in increased demands regarding plastics and packaging materials, including single-use and non-recyclable plastic packaging, and other components of the Company's products and their environmental impact on sustainability; a growing demand for natural or organic products and ingredients; or increasing consumer concerns or perceptions (whether accurate or inaccurate) regarding the effects of ingredients or substances present in certain consumer products. These demands could impact the profitability of some of the Company's products, cause it to incur additional costs, to make changes to its operations, or to make additional commitments, set targets or establish additional goals and take actions to meet them, which could expose the Company to market, operational and execution costs or risks. In addition, governmental and non-governmental organizations, investors, customers, consumers, employees and other stakeholders have placed increasing importance on ESG matters, such as animal welfare, labor and employment practices and human rights, and depending on their assessment of its ESG practices, certain investors may reconsider their investment in the Company, which may hinder the Company’s access to capital.

The Company is subject to climate-related transition risks, including increased energy costs due to increasing demand for alternative energy sources and new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment. Increased regulatory requirements, including in relation to various aspects of ESG, such as extended producer responsibility, or environmental causes may result in increased compliance or input costs of energy, raw materials or compliance with emissions standards, which may cause disruptions in the manufacture of the Company's products or an increase in operating costs. The Company may undertake additional costs to control, assess and report on ESG metrics as the nature, scope and complexity of ESG reporting, diligence and disclosure requirements expand. The ability to achieve any stated goal, target, or objective is subject to numerous factors and conditions, many of which are outside of the Company's control. For example, working towards achieving the Company's goals will require significant effort by and resources from the Company and stakeholders, including suppliers and business partners, governmental entities and the development and adoption of technology that may not currently exist or exist at scale. Lack of progress on or failure to achieve its ESG goals or a perception (whether or not valid) of its failure to act responsibly with respect to the environment and other sustainability matters, such as single-use plastic, or to effectively respond to new, or changes in, legal or regulatory requirements concerning environmental or other ESG matters, or increased operating or manufacturing costs due to increased regulation or environmental causes could lead to negative publicity, which could result in reduced demand for the Company’s products, damage to its reputation or increase the risk of litigation, regulatory proceedings, inquiries or investigations and could adversely affect the Company’s business and reputation.

Product liability and labeling claims, commercial claims or other legal proceedings could adversely affect the Company’s financial condition and results of operations.

The Company has in the past paid, and may be required in the future to pay, for losses or injuries purportedly caused by its products. Such claims may be based on allegations that, among other things, the Company’s products contain contaminants or provide inadequate instructions or warnings regarding their use, have defective packaging, fail to perform as advertised, or damage property or persons. Product liability, advertising and labeling claims could result in negative publicity that could harm the Company’s reputation, sales and results of operations and the reputation of the Company’s brands. In addition, if any of the Company’s products is found to be defective, the Company may recall such products, which could result in adverse publicity, additional litigation, fines, penalties or other losses. Although the Company maintains product liability insurance coverage, potential product liability claims may be subject to a deductible, exceed the amount of insurance coverage or be excluded under the terms of the policies.

17In addition, the Company is, and may in the future become, the subject of, or party to, various pending or threatened legal actions, government investigations and proceedings relating to, among other things, advertising disputes with competitors, consumer class actions, including those related to advertising claims, labor claims, breach of contract claims, antitrust litigation, securities litigation, premises liability claims, data privacy and security disputes, employment litigation related to employees, contractors and suppliers, including class action lawsuits, and litigation in foreign jurisdictions. In general, claims made by or against the Company in litigation, investigations, disputes or other proceedings have been and may in the future be expensive and time-consuming to bring or defend against and could result in settlements, injunctions or damages that could significantly affect its business, financial condition and results of operations and harm its reputation. While it is not possible to predict the final resolution of any current or future litigation, investigations, disputes or proceedings and any reserves taken in connection therewith may not be consistent with their final resolutions, the impact of these matters, including any reserves taken in connection with such matters, on the Company’s business, financial condition and results of operations could be material. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Notes to Consolidated Financial Statements in Exhibit 99.1 for additional information related to these matters.

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provide inadequate instructions or warnings regarding their use, have defective packaging, fail to perform as advertised, or damage property or persons. Product liability, advertising and labeling claims could result in negative publicity that could harm the Company’s reputation, sales and results of operations and the reputation of the Company’s brands. In addition, if any of the Company’s products is found to be defective, the Company may recall such products, which could result in adverse publicity, additional litigation, fines, penalties or other losses. Although the Company maintains product liability insurance coverage, potential product liability claims may be subject to a deductible, exceed the amount of insurance coverage or be excluded under the terms of the policies.

In addition, the Company is, and may in the future become, the subject of, or party to, various pending or threatened legal actions, government investigations and proceedings relating to, among other things, advertising disputes with competitors, consumer class actions, including those related to advertising claims, labor claims, breach of contract claims, antitrust litigation, securities litigation, premises liability claims, data privacy and security disputes, employment litigation related to employees, contractors and suppliers, including class action lawsuits, and litigation in foreign jurisdictions. The Company has been, and may in the future be, subject to additional claims, proceedings and actions with respect to its dietary supplements products. In general, claims made by or against the Company in litigation, investigations, disputes or other proceedings have been and may in the future be expensive and time-consuming to bring or defend against and could result in settlements, injunctions or damages that could significantly affect its business, financial condition and results of operations and harm its reputation. While it is not possible to predict the final resolution of any current or future litigation, investigations, disputes or proceedings and any reserves taken in connection therewith may not be consistent with their final resolutions, the impact of these matters, including any reserves taken in connection with such matters, on the Company’s business, financial condition and results of operations could be material. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Notes to Consolidated Financial Statements in Exhibit 99.1 for additional information related to these matters.

Environmental matters create potential liabilities that could adversely affect the Company’s financial condition and results of operations.

The Company must comply with various environmental laws and regulations in the jurisdictions in which it operates, including those relating to air emissions, water discharges, handling and disposal of solid and hazardous wastes, remediation of contamination associated with the use and disposal of hazardous substances ~~and climate change~~. The Company has incurred, and will continue to incur, significant expenditures and other costs in complying with environmental laws and regulations and in providing physical security for its worldwide operations, and such expenditures reduce the cash flow available to the Company for other purposes.

The Company is currently involved in or has potential liability with respect to the remediation of past contamination in the operation of some of its current and former facilities. In addition, some of its present and former facilities have or had been in operation for many years and, over that time, some of those facilities may have used substances or generated and disposed of wastes that are or may be considered hazardous. It is possible that those sites, as well as disposal sites owned by third parties to whom the Company has sent waste, may be identified and become the subject of remediation. In addition, the Company also handles and/or transports hazardous substances, including but not limited to chlorine, at some of its international production facilities. A release of any hazardous substances, whether in transit or at the Company’s facilities, due to accident or an intentional act, could result in substantial liability and business disruptions. The Company could also become subject to additional environmental liabilities in the future, whether as a result of new laws and regulations or otherwise, that could result in a material adverse effect on its financial condition and results of operations.

The Company had a recorded liability of $27 million and $28 million as of ~~both~~ June 30, ~~2024~~2025 and ~~2023~~2024, respectively, for its share of aggregate future remediation costs related to certain environmental matters, including response actions at various locations. Two matters, relating to environmental costs associated with one of the Company’s former operations at a site located in Alameda County, California and another relating to former operations in Dickinson County, Michigan account for a significant portion of the recorded liability. The Company’s estimated losses related to these matters are sensitive to a variety of uncertain factors, including the ability of third parties to pay their share of the response and remediation obligations, the efficacy of any remediation efforts, changes in any remediation requirements, and the future availability of alternative clean-up technologies, and the Company’s exposure may exceed the amount recorded for these matters. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Notes to Consolidated Financial Statements in Exhibit 99.1 for additional information related to these liabilities.

Failure to effectively utilize, successfully assert or successfully defend, the Company’s intellectual property rights could impact its competitiveness. If the Company is found to have infringed the intellectual property rights of others or cannot obtain necessary intellectual property rights, its competitiveness could be negatively impacted.17

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~~confidential~~factors, ~~information.~~including If the ~~Company~~ability ~~fails~~of tothird ~~obtain,~~parties ~~perfect,~~to ~~enforce,~~pay ortheir ~~adequately~~share ~~protect~~of ~~its~~the ~~intellectual~~response ~~property~~and ~~rights;~~remediation ~~license~~obligations, ~~intellectual~~the ~~property~~efficacy ~~rights~~of ~~necessary~~any toremediation ~~support~~efforts, ~~new product introductions and product innovations; or if~~ changes in ~~laws~~any ~~diminish~~remediation orrequirements, ~~remove~~and the ~~current~~future ~~legal~~availability ~~protections~~of ~~available~~alternative toclean-up ~~them~~technologies, ~~the~~and ~~competitiveness of~~ the Company’s ~~products~~exposure may beexceed ~~eroded~~the ~~and~~amount ~~its~~recorded ~~business~~for ~~could~~these ~~suffer~~matters. ~~The~~See ~~Company~~“Management’s ~~also~~Discussion ~~licenses~~and ~~certain~~Analysis of ~~its~~Financial ~~brands~~Condition toand ~~third~~Results ~~parties, including for the co-development~~ of ~~products~~Operations” ~~or devices, or promotion~~ and ~~sales~~the ~~relationships~~Notes ~~with~~to ~~companies~~Consolidated inFinancial ~~industries~~Statements ~~operating~~ in ~~public~~Exhibit ~~spaces~~99.1 ~~These~~for ~~licensees' actions or inaction may dilute or diminish the value of the Company’s brands and products in the marketplace, or create~~ additional ~~exposure~~information related to ~~litigation,~~these ~~investigations, disputes or other proceedings, as well as product safety, quality, sustainability and other concerns~~liabilities.

The Company's intellectual property rights are a significant and valuable aspect of its business, and the Company utilizes trademark, trade secret, copyright, and patent laws to protect its brands, products, product packaging, goodwill, inventions and confidential information. If the Company fails to obtain, perfect, enforce, or adequately protect its intellectual property rights; license intellectual property rights necessary to support new product introductions and product innovations; or if changes in laws diminish or remove the current legal protections available to them, the competitiveness of the Company’s products may be eroded and its business could suffer. The Company also licenses certain of its brands to third parties, including for the co-development of products or devices, or promotion and sales relationships with companies in industries operating in public spaces. These licensees' actions or inaction may dilute or diminish the value of the Company’s brands and products in the marketplace, or create additional exposure to litigation, investigations, disputes or other proceedings, as well as product safety, quality, sustainability and other concerns.

The Company could come into conflict with third parties over intellectual property rights, including to assert and defend those rights, which could result in costly and disruptive litigation. If the Company is found to have violated a third party’s intellectual property rights, the Company may be required to cease use of such intellectual property and pay a substantial amount for past infringement or for continued use of those intellectual property rights. Any of the foregoing could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s business could be negatively impacted as a result of ~~stockholder~~shareholder activism or an unsolicited takeover proposal or a proxy contest.

In recent years, proxy contests and other forms of ~~stockholder~~shareholder activism have been directed against numerous public companies. During fiscal years 2012 and 2011, the Company was the target of an unsolicited takeover proposal from a ~~stockholder~~shareholder activist, which resulted in significant costs to the Company. If such a proposal were to be made again, the Company would likely incur significant costs, which could have an adverse effect on the Company’s financial condition and results of operations.

~~Stockholder~~Shareholder activists may also seek to involve themselves in the governance, strategic direction and operations of the Company through ~~stockholder~~shareholder proposals or otherwise. Such proposals may disrupt the Company’s business and divert the attention of the Company’s management and employees, and any perceived uncertainties as to the Company’s future direction resulting from such a situation could result in the loss of potential business opportunities, the perception that the Company needs a change in the direction of its business, or the perception that the Company is unstable or lacks continuity, which may be exploited by its competitors, cause concern to its current or potential customers, and make it more difficult for the Company to attract and retain qualified personnel and business partners, which could adversely affect the Company’s business. In addition, actions of activist ~~stockholders~~shareholders may cause significant fluctuations in the Company's stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of its business.

The Company's amended and restated bylaws designate specific courts as the exclusive forum for certain stockholder litigation, which could limit the Company's stockholders’ ability to obtain a judicial forum of their choice.

The Company's amended and restated bylaws provide that, unless it consents in writing to the selection of an alternative forum, the state courts of Delaware (or if no state court has jurisdiction, the federal district court of the District of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for certain types of actions or proceedings under Delaware statutory or common law. The choice of forum provision in the Company's bylaws does not waive its compliance with its obligations under the federal securities laws and the rules and regulations thereunder. Moreover, the provision does not apply to suits brought to enforce a duty or liability created by the Exchange Act or by the Securities Act.

The Company's exclusive forum provision may limit the ability of its stockholders to bring a claim in a judicial forum of such stockholders’ choice for disputes with the Company or its directors, officers or employees, which may discourage such lawsuits, even though an action, if successful, might benefit its stockholders. If a court were to find the exclusive forum provision either to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving such action in other jurisdictions, all of which may increase costs of litigation. Any person or entity purchasing or otherwise acquiring any interest in shares of the Company's capital stock will be deemed to have notice of, and consented to, the provisions of its amended and restated bylaws described in the preceding sentences.

Financial and Economic Risks

Profitability and cash flow could suffer if the Company is unable to generate anticipated cost savings, successfully implement its transformational initiatives or strategies, or efficiently manage supply chain and manufacturing processes.

The Company continues to make progress to improve its competitive position, generate efficiencies and transform the Company's operations through implementing certain transformational initiatives (such as its digital capabilities upgrade including enhancing operating efficiencies, transitioning to a cloud-based platform and replacing its enterprise resource planning system), optimizing its supply chain and generating savings through its long-standing cost savings program intended to reduce material costs and manufacturing inefficiencies and realize productivity gains, distribution and logistical efficiencies and overhead reductions. If the Company cannot successfully implement its transformational initiatives or cost savings plans or

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optimize its supply chain, the Company may experience system outages and operating inefficiencies following these implementations and may not realize all anticipated operational and efficiency benefits and cost savings, which could adversely affect its business and long-term strategies. The Company also continues to seek to enter new markets and introduce new products and product innovations. These goals and strategies may not be implemented or may fail to achieve the desired results. The Company may also not be able to successfully implement any future price increases, including to account for increased costs, which may negatively affect its profitability and cash flow, and any such price increases may also negatively affect sales volumes. In addition, the Company expects to continue to restructure its operations as necessary to improve operational efficiency, including occasionally opening or closing offices, facilities or plants. Gaining additional efficiencies may become increasingly difficult over time, there may be one-time and other costs and negative impacts on employee, customer or supplier relations or sales growth relating to facility or plant closures or other restructurings and anticipated cost savings, and the Company’s strategies may not be implemented or may fail to achieve desired results. If the Company is unable to generate anticipated cost savings; successfully implement its strategies; implement new pricing; efficiently manage its supply chain and manufacturing processes; is ineffective or slow in developing and implementing its transformational initiatives; or is unable to achieve the anticipated benefits or cost savings from its digital capabilities upgrade or streamlined operating model, the Company’s results of operations could suffer. These plans and strategies could also have a negative impact on the Company’s relationships with employees or customers, which could also adversely affect the Company’s business, financial condition and results of operations.

The estimates and assumptions on which the Company’s financial projections are based may prove to be inaccurate, which may cause its actual results to materially differ from such projections, which may adversely affect the Company’s future profitability, cash flows and stock price.

The Company’s financial projections, including any sales or earnings guidance or outlook it may provide from time to time, are dependent on certain estimates and assumptions related to, among other things, category growth, development and launch of innovative new products, market share projections, product pricing and sale, volume and product mix, foreign exchange rates and volatility, tax rates, commodity prices, distribution, cost savings, accruals for estimated liabilities, including measurement of benefit obligations for postretirement benefit plans, and the Company’s ability to generate sufficient cash flow to reinvest in its existing business, fund internal growth, repurchase its stock, make acquisitions, pay dividends and meet debt obligations. The Company’s financial projections are based on historical experience, various other estimates and assumptions that the Company believes to be reasonable under the circumstances and at the time they are made, and these assumptions and estimates may be adversely affected by the risks described in this Report. The Company’s actual results may differ materially from its financial projections. Any material variation between the Company’s financial projections and its actual results may adversely affect the Company’s future profitability, cash flows and stock price.

Increases in the estimated fair value of The Procter & Gamble Co. (“P&G’s”) interest in the Company’s Glad business increase the value of the Company’s obligation to purchase P&G’s interest in the Glad business upon the termination of the venture agreement and may, in the future, adversely affect the Company’s net earnings and cash flow.

In January 2003, the Company entered into a venture agreement with P&G related to the Company’s Glad bags and wraps business. In connection with this agreement, P&G provides research and development support to the Glad business. ~~The~~In ~~agreement~~February ~~with~~2025, Clorox announced that Clorox and P&G ~~expires~~jointly indecided ~~January~~to ~~2026~~wind ~~unless~~down the ~~parties~~venture, ~~agree~~and tothe ~~extend~~agreement ~~the~~with ~~term~~P&G will expire on January 31, 2026. The agreement requires the Company to purchase P&G’s 20% interest at the expiration of its term for cash at fair value as established by predetermined valuation procedures. AsFollowing ~~of June 30~~termination, ~~2024, 2023 and 2022,~~ the ~~estimated~~Glad ~~fair~~business ~~value~~will ofretain ~~P&G’s~~the ~~interest~~exclusive ~~was~~core ~~$531~~intellectual ~~million,~~property ~~$527~~licenses ~~million~~contributed ~~and~~by ~~$635~~P&G ~~million,~~at ~~respectively,~~the inception of ~~which~~the ~~$510 million~~venture, ~~$495~~on ~~million~~a ~~and~~royalty-free ~~$468~~basis ~~million,~~for ~~respectively, has been recognized by~~ the ~~Company~~licensed ~~and~~products ismarketed. ~~reflected~~As inof ~~Other~~June ~~liabilities~~30, in2025, the ~~Company’s Consolidated Balance Sheets. The difference between the~~ estimated fair value ~~and the amount recognized, and any future changes in the fair value~~ of P&G’s interest, iswas ~~charged~~$476 tomillion, ~~Cost~~ of ~~products~~which ~~sold~~$501 inmillion ~~accordance~~has ~~with~~been ~~the~~recognized ~~effective~~by ~~interest~~the ~~method~~Company ~~over~~and ~~the~~is ~~remaining~~reflected ~~life~~in ofAccounts ~~the~~payable ~~agreement.~~and Asaccrued ~~the~~liabilities ~~agreement~~as ~~nears~~it ~~its~~is ~~expiration,~~reasonably ~~there~~expected ~~may~~to be ~~increased~~settled ~~volatility~~within inone ~~the~~year. ~~Company’s~~As ~~net~~of ~~earnings~~June ~~and~~30, ~~cash~~2024 ~~flow~~and 2023, as the estimated fair value of P&G’s interest ~~may~~was ~~continue~~$531 tomillion ~~change up until any such purchase by the Company of P&G’s interest. The final cost of the Company’s repurchase obligation may also differ from the estimated fair value. The key assumptions~~ and ~~estimates~~$527 ~~used to arrive at the estimated fair value include~~million, ~~but are not limited to~~respectively, ~~tax~~of ~~rates, the rate at~~ which ~~future~~$510 ~~cash~~million ~~flows are discounted (discount rate), commodity prices, future volume estimates, net sales~~ and ~~expense~~$495 ~~growth rates~~million, ~~changes in working capital~~respectively, ~~capital~~has ~~expenditures,~~been ~~foreign~~recognized ~~exchange~~by ~~rates,~~the ~~inflation~~Company and ~~terminal~~is ~~growth~~reflected ~~rates.~~in ~~Any~~Other ~~changes~~liabilities in ~~such assumptions or estimates could significantly affect such estimated fair value and, accordingly,~~ the ~~value of the~~ Company’s ~~repurchase~~Consolidated ~~obligation~~Balance ~~and~~Sheets. ~~may~~The ~~adversely~~difference ~~affect~~between the Company’s net earnings up until any such purchase and cash flow at the time of any such purchase. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes to Consolidated Financial Statements in Exhibit 99.1.

2018

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estimated fair value and the amount recognized, and any future changes in the fair value of P&G’s interest, is charged to Cost of products sold in accordance with the effective interest method over the remaining life of the agreement. As the agreement nears its expiration, there may be increased volatility in the Company’s net earnings and cash flow, as the estimated fair value of P&G’s interest may continue to change, up until any such purchase by the Company of P&G’s interest. The key assumptions and estimates used to arrive at the estimated fair value include, but are not limited to, tax rates, the rate at which future cash flows are discounted (discount rate), commodity prices, future volume estimates, net sales and expense growth rates, changes in working capital, capital expenditures, foreign exchange rates, inflation and terminal growth rates. Any changes in the underlying assumptions or estimates used to determine the estimated fair value of the Company's repurchase obligation could significantly affect the estimated fair value of that obligation and may adversely affect the Company’s net earnings in the periods leading up to the purchase, as well as its cash flows at the time of the purchase. Additionally, the final cost of the Company’s repurchase obligation may differ from the estimated fair value, which could result in further impacts to the Company's results of operations and cash flows. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes to Consolidated Financial Statements in Exhibit 99.1.

The Company’s financial projections, including any sales or earnings guidance or outlook it may provide from time to time, are dependent on certain estimates and assumptions related to, among other things, category growth, development and launch of innovative new products, market share projections, product pricing and sale, volume and product mix, foreign exchange rates and volatility, tax rates, interest rates, commodity prices, distribution, cost savings, accruals for estimated liabilities, macroeconomic factors, including tariff impacts, and the Company’s ability to generate sufficient cash flow to reinvest in its existing business, fund internal growth, repurchase its stock, make acquisitions, pay dividends and meet debt obligations. These assumptions and estimates may be adversely affected by the risks described in this Report. The Company’s financial projections are based on historical experience, various other estimates and assumptions that the Company believes to be reasonable under the circumstances and at the time they are made. The Company’s actual results may differ materially from its financial projections. Any material variation between the Company’s financial projections and its actual results may adversely affect the Company’s future profitability, cash flows and stock price.

The Company’s indebtedness could have a material adverse effect on its business, financial condition and results of operations and prevent the Company from fulfilling its financial obligations, and the Company may not be able to maintain its current credit ratings, continue to pay dividends or repurchase its stock or remain in compliance with existing debt covenants.

As of June 30, ~~2024~~2025, the Company had approximately $2.5 billion of debt. The Company’s indebtedness could have important consequences. For example, it could:

• require the Company to dedicate a substantial portion of its cash flow from operations to payments on its indebtedness, which would reduce the availability of its cash flow to fund working capital requirements, capital expenditures, future acquisitions, dividends, repurchase the Company’s common stock and for other general corporate purposes;

• limit the Company’s flexibility in planning for or reacting to general adverse ~~economic~~macroeconomic conditions or changes in its business and the industries in which it operates;

• place the Company at a competitive disadvantage compared to its competitors that have less debt; and

• limit, along with the financial and other restrictive covenants in the Company’s debt documents, its ability to borrow additional funds.

The Company may also incur substantial additional indebtedness in the future to fund acquisitions, repurchase stock or fund other activities for general business purposes. Certain of the Company’s over-the-counter derivative agreements require the Company to maintain investment-grade credit ratings from Standard & Poor’s and Moody’s. As of June 30, 2025, the Company’s credit ratings were both investment-grade. However, a downgrade below investment-grade would allow the Company’s derivative instrument counterparties to request full collateralization, which may negatively impact the Company’s other financial arrangements, including the Company’s supply chain financing, which could, in turn, impact its working capital.

~~Further,~~The ~~certain terms of the agreements governing the~~ Company’s ~~over-the-counter~~has ~~derivative~~historically ~~instruments~~declared ~~contain~~and ~~provisions~~paid ~~that~~quarterly ~~require~~cash ~~the~~dividends ~~Company’s~~on ~~credit~~its ~~ratings,~~common ~~assigned~~stock byand ~~Standard~~has &repurchased ~~Poor’s~~stock ~~and~~subject ~~Moody’s~~ to ~~the~~certain ~~Company,~~limitations tounder ~~remain~~its atstock ~~investment-grade~~repurchase ~~or above~~programs. The Asboard of ~~June 30, 2024, the Company~~directors’s ~~Standard~~determination &to ~~Poor’s~~continue ~~and Moody’s ratings were both investment-grade. However, if~~ these ~~credit~~actions ~~ratings~~will ~~were~~depend toon ~~fall~~its ~~below~~assessment ~~investment-grade,~~that ~~the~~they ~~counterparties~~are toin the ~~derivative~~best ~~instruments~~interests inof ~~net liability positions could request full collateralization, and it may negatively impact~~ the Company’s ~~other~~shareholders. ~~financial~~In ~~arrangements,~~the ~~including~~event the ~~supply~~Company ~~chain~~ceases ~~financing~~these ~~arrangement~~activities, ~~offered by a financial institution to~~ the Company'’s ~~suppliers,~~stock ~~which~~price could, inbe ~~turn,~~adversely ~~impact its working capital~~affected.

The Company has historically declared and paid quarterly cash dividends on its common stock and has been authorized to repurchase its stock subject to certain limitations under its stock repurchase programs. Any determinations by the board of directors to continue to declare and pay cash dividends on the Company’s common stock or to repurchase the Company’s common stock, however, will be based on a number of factors, including the board of directors’ continuing determination that the repurchase programs and the declaration and payment of dividends are in the best interests of the Company’s stockholders. In the event the Company does not declare and pay a quarterly dividend or repurchase its stock, the Company’s stock price could be adversely affected.19

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ITEM 1.B. UNRESOLVED STAFF COMMENTS

None.

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ITEM 1.C. CYBERSECURITY

Risk Management and Strategy

The Company maintains a comprehensive program and processes designed to assess, identify, evaluate and manage vulnerabilities to the Company’s business and operations, and other material risks from cybersecurity threats, as part of its overall Enterprise Risk Management (ERM) and cybersecurity risk management program and processes.

The Company’s cybersecurity risk management program includes the following features.

•Leverages the National Institute of Standards and Technology (NIST) Cybersecurity and Zero Trust Architecture frameworks for managing cybersecurity risks;

•Maintenance of security policies and standards, regular updates to response planning and protocols, and ~~implementation~~monitoring ofvulnerabilities, ~~new~~emerging ~~technology~~threats toand ~~monitor~~risks ~~new~~through ~~vulnerabilities,~~industry ~~emerging~~information ~~threats~~sharing channels and ~~risks~~new technology;

•A cybersecurity incident response plan designed to facilitate cross-functional coordination across the Company (including escalation based on the severity of the impact of an incident), mitigate brand and reputational damage, and comply with applicable legal obligations, which includes guidance to support the Company’s assessment of whether an incident is considered “material” for purposes of U.S. securities laws;

•Executive and IT team tabletop exercises;

21•A cybersecurity insurance program to reimburse, up to policy limits, covered costs, losses and claims relating to a data or security breach;

~~Table~~•Use of ~~Contents~~ consultants, third-party service providers and information security firms to provide technology systems or support aspects of this program, conduct assessments of the Company's cybersecurity practices and penetration testing, and cybersecurity, risk management and legal experts;

•A ~~cybersecurity~~third-party ~~insurance~~vendor ~~program~~risk tomanagement ~~reimburse~~process ~~covered~~that ~~costs,~~utilizes ~~losses~~a ~~and~~risk-based ~~claims~~approach ~~relating~~for tovendors aengaged ~~data~~through orthe ~~security~~Company’s ~~breach~~procurement process; and

•~~Use~~Cybersecurity ofawareness ~~consultants,~~training ~~third-party~~for ~~service~~all ~~providers~~employees ~~and~~who ~~information~~have ~~security~~access ~~firms~~ to ~~provide~~Company ~~technology~~email ~~systems~~and orconnected ~~administer~~devices, ~~aspects~~periodic ofphishing ~~this~~awareness ~~program~~simulations, ~~conduct~~and ~~assessments of the Company's~~ cybersecurity ~~practices~~ and ~~penetration~~phishing ~~testing,~~awareness ~~and~~content ~~cybersecurity,~~on ~~risk~~the ~~management~~Company’s ~~and~~intranet ~~legal experts;~~site.

•AThe ~~third-party~~Company’s ~~risk~~business ~~assessment~~strategy, ~~process~~results ~~that~~of ~~utilizes~~operations, aand ~~risk-based~~financial ~~approach~~condition have been materially affected by our previously disclosed August 2023 cyberattack, and the Company is regularly subject to cyber threats, ransomware and other security breaches. See “Risk Factors” in Item 1A of this Annual Report on Form 10-K for ~~vendors~~more ~~engaged~~information ~~through~~on risks from cybersecurity threats that are reasonably likely to materially affect the Company’s ~~procurement~~business ~~process;~~strategy, results of operations and financial condition.

•Regular phishing and cybersecurity awareness and engagement training for all employees who have access to Company email and connected devices.

The Company’s business strategy, results of operations and financial condition have been materially affected by our previously disclosed August 2023 cyberattack. See “Risk Factors” in Item 1A of this Annual Report on Form 10-K for more information on risks from cybersecurity threats that are reasonably likely to materially affect the Company’s business strategy, results of operations and financial condition.

The August 2023 cyberattack resulted in wide-scale disruptions to the Company’s business operations. Impacts of these system disruptions included order processing delays and significant product outages, resulting in a negative impact on net sales and earnings. The costs incurred included third-party consulting services, such as IT recovery and forensic experts, and other professional services to investigate and remediate the attack, as well as incremental operating costs from the resulting disruption to the Company’s business operations. These costs have been partially offset by recognized insurance recoveries in fiscal year 2024. See Notes to the Consolidated Financial Statements for additional details regarding the impact of the August 2023 cyberattack.

Governance

Management

The Chief Information Security and Infrastructure Officer (CISIO) is responsible for the Company’s cybersecurity risk management program. The CISIO oversees the Company’s technology risk management team. This team works in partnership with the legal, financial reporting controls and internal audit functions to review information technology-related internal controls with the Company’s independent auditors as part of the overall internal controls process.

The CISIO has ~~information~~IT ~~technology~~ and information security experience, including enterprise risk management leadership, and holds a Certified Information Security Manager certification from the Information Systems Audit and Control Association (ISACA). The CISIO reports to the Chief Information and Data Officer (CIDO), who is a member of the Clorox Executive Committee and reports directly to the CEO. The CIDO has experience overseeing and executing technology strategies and implementations in complex, global organizations. The CIDO has been in this role for the Company since June 2020 and has experience leading technology strategy in the consumer packaged goods, manufacturing and retail industries.

The Company has established the Clorox Information Security Executive Committee (CISEC) which oversees the information security strategy, policies and practices of the Company. The CISEC supports the Company’s objective of maintaining a strong ~~security~~cybersecurity posture and culture by overseeing alignment between the Company’s ~~security~~cybersecurity objectives and business goals, risk exposure, and compliance requirements. The CISEC is chaired by the CISIO and includes in its membership the CIDO and Chief Legal and External Affairs Officer, who are both members of the Clorox Executive Committee, as well as the Chief Accounting Officer and Controller and VPthe Vice President, Internal Audit, among other management. The CISIO also provides periodic reports to the Clorox Executive Committee and quarterly reports to the Audit Committee. These reports may include updates on critical information security and cybersecurity risks and the threat landscape; cybersecurity improvement initiatives, the internal control environment, and ongoing internal audit activities; and, if relevant, the status of actions taken with respect to significant cybersecurity incidents.

~~Board of Directors~~21

The Board, through the Audit Committee, is responsible for the oversight of the Company’s compliance with legal and regulatory requirements relating to data privacy, cybersecurity and IT risks and its framework and guidelines with respect to risk assessment and risk management. The Audit Committee receives quarterly updates from the CISIO on the topics set forth above, in addition to the Chief Legal Officer and CIDO.

The Board retains responsibility for the overall process for assessing and managing major risks facing the Company and receives updates regarding information security and cybersecurity risks as part of its oversight of ERM. The CIDO and Chief Legal Officer provide quarterly updates to the Board on topics that may include information security and cybersecurity matters. The Board may also be notified and engaged as part of the Company's cybersecurity incident response plans, depending on the

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~~severity~~periodic ofreports to the ~~impact~~Clorox ofExecutive anCommittee ~~incident.~~and ~~The~~to ~~Board~~the ~~and~~ Audit Committee. These reports may include ~~directors~~updates ~~with~~on ~~knowledge,~~critical ~~skills~~information security and ~~experience~~cybersecurity inrisks ~~data~~and ~~security,~~the ~~privacy~~threat landscape; cybersecurity improvement initiatives, ITthe ~~governance~~internal control environment, ongoing internal audit activities; and, ~~management~~if relevant, the status of ~~cyber~~actions ~~risks~~taken with respect to significant cybersecurity incidents.

Board of Directors

The Board, through the Audit Committee, is responsible for the oversight of the Company’s compliance with legal and regulatory requirements relating to data privacy, cybersecurity and IT risks and its framework and guidelines with respect to risk assessment and risk management. The Audit Committee receives quarterly updates on the topics set forth above from the CISIO, CIDO, and Chief Legal and External Affairs Officer.

The Board retains responsibility for the overall process of assessing and managing major risks facing the Company and receives updates regarding information security and cybersecurity risks as part of its oversight of ERM. The CIDO and Chief Legal and External Affairs Officer provide quarterly updates to the Board on topics that may include information security and cybersecurity matters. The Board may also be notified and engaged as part of the Company's cybersecurity incident response plans, depending on the severity of the impact of an incident. The Board and Audit Committee include directors with knowledge, skills and experience in data security, privacy, IT governance, and management of cyber risks.

ITEM 2. PROPERTIES

The Company owns or leases various manufacturing, distribution, office and research and development facilities, including a leased facility in Pleasanton, CA, which houses the Company’s primary research and development group, as well as other administrative and operational support personnel, and a leased office space in Oakland, CA for its corporate headquarters. Management believes the Company’s facilities are adequate to support the business efficiently.

ITEM 3. LEGAL PROCEEDINGS

The Company is subject to routine litigation incidental to its business in the United States and in international locations, including various lawsuits and claims relating to issues such as contract disputes, product liability, patents and trademarks, advertising, commercial, administrative, employment, antitrust, securities, consumer class actions and other matters. Although the results of claims and litigation cannot be predicted with certainty, based on management’s analysis, it is the opinion of management that the ultimate disposition of these matters, to the extent not previously provided for or disclosed in the Company’s consolidated financial statements in Exhibit 99.1, will not have a material adverse effect, individually or in the aggregate, on the Company’s consolidated financial statements taken as a whole.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

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

Name	Age	Year FirstElectedExecutiveOfficer	Title
Linda Rendle	4647	2016	Chair and Chief Executive Officer
Nina Barton	5051	2024	Executive Vice President -– Group President - Care and Connection
Stacey Grier	61	2019	Executive Vice President – Executive Chief of Staff
Luc Bellet	47	2025	Executive Vice President – Chief Financial Officer
Angela Hilt	52	2020	Executive Vice President – Chief Legal Officer
Stacey Grier	62	2019	Executive Vice President – Executive Chief of Staff
Chris Hyder	49	2021	Executive Vice President - Group President - Health and Hygiene
Angela Hilt	53	2020	Executive Vice President – Chief Legal and External Affairs Officer and Corporate Secretary
Kevin B. Jacobsen	58	2018	Executive Vice President – Chief Financial Officer
Chris Hyder	50	2021	Executive Vice President – Group President - Health and Hygiene
Kirsten Marriner	5152	2016	Executive Vice President – Chief ~~People~~Administrative ~~and Corporate Affairs~~ Officer
Eric Reynolds	5455	2015	Executive Vice President – Chief Operating and Strategy Officer
Chau Banks	5556	2020	Senior Vice President – Chief Information and Data Officer
Shanique Bonelli-Moore	4445	2022	Vice President – Chief Diversity and Social Impact Officer
Gina Kelly	6162	2024	Senior Vice President -– Chief Customer Officer
Michael Ott	55	2022	Senior Vice President – Chief Research and Development Officer
Pascal Montilus	61	2025	Senior Vice President – Chief Supply Chain Officer
Eric Schwartz	5253	2022	Senior Vice President – Chief Marketing Officer

There is no family relationship between any of the above-named persons, or between any of such persons and any of the directors of the Company. See Item 10 of Part III of this Report for additional information.

Linda Rendle is the chair and chief executive officer offor the Company, a position she has held since September 2020, having taken on the role of chair in January 2024. Prior to this role, she served as the president of the Company from May 2020 to September 2020. She served as executive vice president – cleaning, international, strategy and operations from July 2019 to May 2020. From January 2019 to July 2019, she served as executive vice president – strategy and operations. From June 2018 to January 2019, she served as executive vice president – cleaning and strategy. She served as senior vice president – general manager, cleaning division of the Company, from August 2016 to June 2018, having taken on responsibility for the professional products division in April 2017. She served as vice president – general manager, home care from October 2014 to August 2016. From April 2012 to October 2014, she served as vice president – sales, cleaning division. From August 2011 to April 2012, she served as director of sales planning – litter, food & charcoal. From January 2010 to August 2011, she served as director of sales – supply chain. Ms. Rendle joined the Company in 2003.

Nina Barton is the executive vice president and group president -– care & connection for the Company, a position she has held since July 2024. Prior to joining Clorox, she was the chief executive officer of Vytalogy Wellness LLC (including its predecessor companies Jarrow Formulas Inc. and Natrol LLC) from July 2021 to November 2023, and senior advisor from November 2023 to July 2024. Previously, she was strategic advisor at The Kraft Heinz Company from November 2020 through May 2021; global chief growth officer from September 2019 through November 2020; zone president of Canada and president of digital growth from January 2019 to September 2019; and president, global digital and online growth from October 2017 to September 2019. From July 2015 to October 2017, she served as senior vice president of marketing, innovation and research & development for the U.S. business at The Kraft Heinz Company. From July 2013 through July 2015, she served as vice president, marketing at Kraft Foods Group, Inc., and senior marketing director from February 2011 through July 2013. Earlier in her career, she held a variety of marketing and leadership positions in the consumer products industry, including at Johnson & Johnson, L’Oréal and Procter & Gamble.

~~Stacey~~Luc ~~Grier~~Bellet is the executive vice president – ~~executive~~ chief offinancial ~~staff~~officer for the Company, a position ~~she~~he has held since ~~January~~April ~~2024~~2025. Prior to this role, ~~she~~he served as ~~executive~~ vice president - ~~chief~~treasurer ~~growth and strategy officer~~ from ~~March~~October ~~2022~~2023 to ~~January~~March ~~2024~~2025. He ~~From January 2019 to March 2022, she~~ served as ~~senior~~ vice president – ~~chief~~financial ~~marketing~~planning ~~officer,~~& ~~having~~analysis ~~taken on additional responsibility for enterprise strategy since September 2020. Prior to this role, she served as vice president - brand engagement and enhanced wellness marketing~~ from ~~October~~April 2018 to ~~January~~October ~~2019~~2023. Mr. ~~She~~Bellet ~~served~~joined asthe ~~vice~~Company ~~president~~in -2006 ~~brand~~ and ~~marketing~~has ~~strategy~~held ~~from~~a ~~October~~number ~~2016~~of ~~through~~senior ~~October~~leadership ~~2018.~~roles ~~Prior~~in ~~to joining~~ the Company,’s ~~she~~financial ~~served~~organization asover ~~chief~~the ~~strategic~~years, ~~officer~~including atin ~~DDB~~internal ~~Worldwide~~audit, ~~from~~global ~~April~~product ~~1996~~supply, toand ~~June~~various ~~2016.~~business Msunits. ~~Grier joined the Company in 2016.~~

Stacey Grier is the executive vice president – executive chief of staff for the Company, a position she has held since January 2024. Prior to this role, she served as executive vice president – 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

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additional responsibility for enterprise strategy since September 2020. Prior to this role, she served as vice president - brand engagement and enhanced wellness marketing from October 2018 to January 2019. She served as vice president - brand and marketing strategy from October 2016 through October 2018. Prior to joining the Company, she served as chief strategic officer at DDB Worldwide from April 1996 to June 2016. Ms. Grier joined the Company in 2016.

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 this role, she served as senior vice president – chief legal officer since December 2020. 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. She served as senior corporate counsel from December 2005 to October 2008. Ms. Hilt joined the Company in 2005.

Chris Hyder is the executive vice president and group president – health and hygiene for the Company, a position he has held since October 2022, having taken on the role as executive vice president in May 2024. Prior to this role he served as senior vice president - general manager, cleaning and professional products since September 2021. Previously, he was vice president – general manager, cleaning division since July 2019 and vice president – general manager, homecare from September 2018 to July 2019. From January 2016 through September 2018, he was vice president of marketing – cleaning and general manager – laundry. Mr. Hyder joined the Company in 2003 and subsequently held positions of increasing responsibility.

Kirsten Marriner is the executive vice president – chief administrative officer for the Company, a position she has held since April 2025. Prior to this role, she served as executive vice president - chief people officer from January 2019 and assumed the additional role of corporate affairs officer in December 2020. She served as senior vice president – chief people officer from March 2016 to January 2019. Prior to joining the Company, she served as senior vice president and chief human resources officer at Omnicare, from March 2013 to August 2015. She served in various leadership roles, including as senior vice president, director of talent management and development at Fifth Third Bank, from October 2004 to March 2013. Ms. Marriner joined the Company in 2016.

Eric Reynolds is the executive vice president – chief operating and strategy officer for the Company, a position he has held since September 2020, having taken on additional responsibility for enterprise strategy in January 2024. Prior to this role, he served as executive vice president - household and lifestyle of the Company from July 2019 to September 2020. He served as executive vice president – cleaning and Burt’s Bees from January 2019 to July 2019. From January 2015 to January 2019, he served as senior vice president – chief marketing officer. He served as vice president – general manager, Europe, Middle East, Africa and Asia from May 2012 to January 2015. From May 2011 to April 2012, he was director, international business development. From June 2008 to April 2011, he was general manager, Caribbean. Mr. Reynolds joined the Company in 1998.

Chau Banks is the senior vice president – chief information and data officer for the Company, a position she has held since June 2020, having taken on responsibility for enterprise analytics since September 2020. Prior to this role, she served as chief technology and digital officer at Revlon Consumer Products Company from January 2018 to June 2020. From September 2013 to November 2017, she was EVP, CIO and channel integration at New York & Company, Inc. (now RetailWinds Inc.). She has held leadership positions at leading global retailers including COACH, Abercrombie & Fitch and LBrands. She previously served as a management consultant at Capgemini and Ernst & Young. She also previously held positions at Energizer and Kimberly-Clark. Ms. Banks joined the Company in 2020.

Shanique Bonelli-Moore is the vice president – chief diversity and social impact officer for the Company, a position she has held since July 2022. Prior to joining Clorox, she was executive director of inclusion at United Talent Agency from January 2019 to June 2022, and director of corporate communications from April 2018 to December 2018. From November 2016 to April 2018, she was senior director of global internal communications and diversity & inclusion lead at BuzzFeed Entertainment. Earlier in her career, she held positions at leading companies including Anheuser-Busch InBev, NBCUniversal and GE where she focused on corporate communication, diversity, inclusion and belonging.

Gina Kelly is the senior vice president – chief customer officer for the Company, a position she has held since June 2024. Prior to this role, she served as vice president – general manager, Walmart and leading-edge retailers from January 2022 to June 2024. She served as vice president – 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 – business development, acting vice president – grocery, natural and pet, senior director - Kroger and the natural channel.

Pascal Montilus is the senior vice president and chief supply chain officer for the Company, a position he has held since January 2025. 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

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~~Angela~~2021 ~~Hilt~~and isprior ~~the~~to ~~executive vice president – chief legal officer of the Company~~that, ~~a position she has~~ held ~~since~~positions ~~October~~of ~~2022.~~increasing ~~She~~responsibility ~~was appointed to senior vice president - chief legal officer~~ in ~~December~~supply ~~2020.~~chain ~~Prior to this role, she served as vice president – corporate secretary~~ and ~~deputy~~customer ~~general~~service ~~counsel from September 2018 to December 2020,~~ and ~~vice~~logistics ~~president~~at ~~– corporate secretary and associate general counsel from October 2008 to September 2018~~Colgate-Palmolive. ~~She served as senior corporate counsel from December 2005 to October 2008. Ms. Hilt joined the Company in 2005.~~

~~Chris~~Eric ~~Hyder~~Schwartz is the ~~executive~~senior vice president and ~~group~~chief ~~president~~marketing –officer ~~health~~for ~~and hygiene of~~ the Company, a position he has held since ~~October~~March 2022~~, having taken on the role as executive vice president in May 2024~~. ~~Prior~~Previously, ~~to this role~~ he ~~served~~was as senior vice president -and general manager, ~~cleaning~~– ~~and~~specialty, ~~professional~~from ~~products~~July ~~since~~2019 ~~September~~to ~~2021~~March 2022. ~~Previously,~~Prior heto ~~was~~joining ~~vice president – general manager~~Clorox, ~~cleaning~~he ~~division~~was ~~since~~chief ~~July~~marketing ~~2019~~officer and ~~vice~~general ~~president~~manager –at ~~general~~Tyson ~~manager~~Foods, ~~homecare~~poultry segment, from ~~September~~January ~~2018~~2017 to ~~July~~February 2019. ~~From~~Earlier ~~January~~in ~~2016~~his ~~through September 2018~~career, he ~~was~~held ~~vice~~positions ~~president~~ of ~~marketing~~increasing –responsibility ~~cleaning~~at ~~and~~Tyson ~~general~~Foods, ~~manager~~Hillshire –Brands ~~laundry~~and Henkel. Mr. ~~Hyder~~Schwartz ~~joined~~rejoined the Company in ~~2003~~2019 ~~and~~after ~~subsequently~~serving ~~held~~as ~~positions~~brand ofmanager ~~increasing~~at ~~responsibility~~the Company from 2000 to 2004.

Kevin B. Jacobsen is the executive vice president – chief financial officer of the Company, a position he has held since January 2019. Prior to this role, he served as senior vice president – chief financial officer from April 2018 to January 2019. He served as vice president – financial planning and analysis, from November 2011 through March 2018. Mr. Jacobsen joined the Company in 1995 and has held a number of senior leadership roles in the Company’s finance department over the years, including serving as the finance leader for the specialty division, head of finance for Brazil operations, the product supply organization and various business units.

Kirsten Marriner is the executive vice president – chief people and corporate affairs officer of the Company, a position she has held since December 2020. She was appointed to executive vice president - chief people officer in January 2019. Prior to this role she served as senior vice president – chief people officer from March 2016 to January 2019. Prior to joining the Company, she served as senior vice president and chief human resources officer at Omnicare, from March 2013 to August 2015. She served in various leadership roles, including as senior vice president, director of talent management and development at Fifth Third Bank, from October 2004 to March 2013. Ms. Marriner joined the Company in 2016.

Eric Reynolds is the executive vice president - chief operating and strategy officer of the Company, a position he has held since September 2020, having taken on additional responsibility for enterprise strategy in January 2024. Prior to this role, he served as executive vice president - household and lifestyle of the Company from July 2019 to September 2020. He served as executive vice president – cleaning and Burt’s Bees from January 2019 to July 2019. From January 2015 to January 2019, he served as senior vice president – chief marketing officer. He served as vice president – general manager, Europe, Middle East, Africa and Asia from May 2012 to January 2015. From May 2011 to April 2012, he was director, international business development. From June 2008 to April 2011, he was general manager, Caribbean. Mr. Reynolds joined the Company in 1998.

Chau Banks is the senior vice president – chief information and data officer of the Company, a position she has held since June 2020, having taken on responsibility for enterprise analytics since September 2020. Prior to this role, she served as chief technology and digital officer at Revlon Consumer Products Company from January 2018 to June 2020. From September 2013 to November 2017, she was EVP, CIO and channel integration at New York & Company, Inc. (now RetailWinds Inc.). She has held leadership positions at leading global retailers including COACH, Abercrombie & Fitch and LBrands. She previously served as a management consultant at Capgemini and Ernst & Young. She also previously held positions at Energizer and Kimberly-Clark. Ms. Banks joined the Company in 2020.

Shanique Bonelli-Moore is the vice president – chief diversity and social impact officer of the Company, a position she has held since July 2022. Prior to joining Clorox, she was executive director of inclusion at United Talent Agency from January 2019 to June 2022, and director of corporate communications from April 2018 to December 2018. From November 2016 to April 2018, she was senior director of global internal communications and diversity & inclusion lead at BuzzFeed Entertainment. Earlier in her career, she held positions at leading companies including Anheuser-Busch InBev, NBCUniversal and GE where she focused on corporate communication, diversity, inclusion and belonging.

Gina Kelly is the senior vice president - chief customer officer of the Company, a position she has held since June 2024. Prior to this role, she served as vice president - general manager, Walmart and leading-edge retailers from January 2022 to June 2024. She served as vice president - 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 - business development, acting vice president - grocery, natural and pet, senior director - Kroger and the natural channel.

Michael Ott is the senior vice president – chief research & development officer of the Company, a position he has held since June 2022. 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

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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. Previously, he was senior vice president and general manager – specialty, from July 2019 to March 2022. Prior to joining Clorox, he was chief marketing officer and general manager at Tyson Foods, poultry segment, from January 2017 to February 2019. Earlier in his career, he held positions of increasing responsibility at Tyson Foods and Henkel. Mr. Schwartz rejoined the Company in 2019 after serving as brand manager at the Company from 2000 to 2004.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

The Company’s common stock is listed on the New York Stock Exchange. The ticker symbol is CLX.

Holders

The number of record holders of the Company’s common stock as of July 23, ~~2024~~2025, was 87,~~435~~960 based on information provided by the Company’s transfer agent.

Equity Compensation Plan Information

See Part III, Item 12 hereof, which is incorporated herein by reference.

Issuer Purchases of Equity Securities

In May 2018, the Board of Directors authorized the Company to repurchase up to $2,000 million in shares of common stock on the open market (Open-Market Program), which has no expiration date.

In August 1999, the Board of Directors authorized a stock repurchase program to reduce or eliminate dilution upon the issuance of common stock pursuant to the Company’s stock compensation plans (the Evergreen Program). In November 2005, the Board of Directors authorized the extension of the Evergreen Program to reduce or eliminate dilution in connection with issuances of common stock pursuant to the Company’s 2005 Stock Incentive Plan. The Evergreen Program has no expiration date and has no specified limit as to dollar amount and therefore is not included in column [d] below.

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 2025.

	[a]	[b]		[c]	[d]
Period	Total Number ofShares Purchased (1)	Average Price Paidper Share (12)		Total Number ofShares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (orApproximate DollarValue) of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 to 30, 2024	—	$	—	—	$993 million
April 1 to 30, 2025	—	$	—	—	$993 million
May 1 to 31, 2024	—	—		—	$993 million
May 1 to 31, 2025	430,025	133.30		430,025	$993 million
June 1 to 30, 2024	—	—		—	$993 million
June 1 to 30, 2025	135,353	130.59		135,353	$993 million
	—	$	—	—
	565,378	$	132.65	565,378

(1)~~Average~~All ~~price~~of ~~paid~~the ~~per~~shares ~~share~~purchased in May and June 2025 were acquired pursuant to the ~~period~~Company’s ~~includes~~Evergreen ~~commission~~Program.

(2)Average price paid per share in the period includes commission.

ITEM 6. RESERVED

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This information appears under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Exhibit 99.1, which is incorporated herein by reference.

ITEM 7.A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This information appears under “Quantitative and Qualitative Disclosures about Market Risk” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Exhibit 99.1, which is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

These statements and data appear in Exhibit 99.1, which is incorporated herein by reference.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9.A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s ~~chief~~Chief ~~executive~~Executive ~~officer~~Officer and ~~executive~~Executive ~~vice~~Vice ~~president~~President – ~~chief~~Chief ~~financial~~Financial ~~officer~~Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Report. Based on that evaluation, the ~~chief~~Chief ~~executive~~Executive ~~officer~~Officer and ~~executive~~Executive ~~vice~~Vice ~~president~~President – ~~chief~~Chief ~~financial~~Financial ~~officer~~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 ~~chief~~Chief ~~executive~~Executive ~~officer~~Officer and ~~chief~~Executive ~~financial~~Vice ~~officer~~President – Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.

Management’s Report on Internal Control Over Financial Reporting

Management’s report on internal control over financial reporting is set forth in Exhibit 99.1, and is incorporated herein by reference. 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, ~~2024~~2025. See “Report of Independent Registered Public Accounting Firm,” which appears in Exhibit 99.1.

Change in Internal Control Over Financial Reporting

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

OnThe ~~Monday,~~Company ~~August~~is ~~14,~~in ~~2023,~~ the ~~Company~~process ~~disclosed~~of itimplementing ~~had~~a ~~identified~~new ~~unauthorized~~enterprise ~~activity~~resource onplanning ~~some of its Information Technology~~ (ITERP) ~~systems;~~system ~~see~~along ~~Note~~with 3a insuite ~~the~~of ~~consolidated~~other ~~financial~~digital ~~statements in Exhibit 99~~technologies.1. ~~That~~In ~~activity~~the ~~began~~first onquarter ~~Friday, August 11, 2023 and after becoming aware~~ of itfiscal ~~that~~year ~~evening~~2025, the Company ~~immediately~~ began ~~taking~~implementation ~~steps~~of tothe ~~stop~~new ~~and~~ERP ~~remediate the activity~~system. ~~The~~As ~~Company~~this ~~also~~phased ~~took~~implementation ~~certain~~occurs ~~systems~~during ~~offline~~fiscal ~~and~~years ~~engaged~~2025 ~~third-party cybersecurity experts to support its investigation~~ and ~~recovery~~2026, ~~efforts.~~the ~~The~~ Company ~~implemented~~will change its ~~business~~processes ~~continuity plans, including manual ordering~~ and ~~processing~~ procedures atwhich, ain ~~reduced~~turn, ~~rate~~could ofresult ~~operations~~ in ~~order~~changes to ~~continue servicing~~ its ~~customers.~~internal ~~However,~~control ~~the~~over ~~incident~~financial ~~resulted~~reporting. inAs ~~wide-scale~~such ~~disruptions~~changes tooccur, the Company’s ~~business~~will ~~operations~~evaluate ~~throughout~~quarterly ~~the~~whether ~~remainder~~such ofchanges ~~the~~materially ~~first~~affect ~~fiscal~~our ~~quarter~~internal ofcontrol ~~the~~over ~~fiscal~~financial ~~year ended June 30, 2024~~reporting.

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.

The Company is in the process of implementing a new enterprise resource planning (ERP) system along with a suite of other digital technologies. In the first quarter of fiscal year 2025, we will begin implementing the new ERP system. As this 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. As such changes occur, the Company will evaluate quarterly whether such changes materially affect our internal control over financial reporting.

ITEM 9.B. OTHER INFORMATION

Rule 10b5-1 trading plans

OnDuring ~~June~~the 7,three ~~2024,~~months ~~Angela~~ended ~~Hilt~~June 30, ~~EVP~~ ~~– Chief Legal Officer~~2025, ~~entered~~none ~~into~~of aour ~~trading~~directors ~~plan~~or ~~designed~~officers to(as ~~satisfy~~defined ~~the~~in ~~affirmative defense of~~ Rule ~~10b5~~16a-1(cf) under the Exchange Act.) ~~The~~adopted ~~plan~~or ~~provides~~terminated ~~for~~any ~~sales of up to 1~~contract,~~733~~ ~~shares~~instruction ofor ~~the~~written ~~Company's common stock. The~~ plan ~~also provides~~ for the ~~sale~~purchase ofor upsale ~~to 25%~~ of ~~shares~~our ofsecurities ~~restricted~~that ~~stock~~was ~~units~~intended ~~and~~to ~~performance~~satisfy ~~units~~the ~~vesting~~affirmative ~~during~~defense ~~the~~conditions ~~duration~~ of ~~the~~Rule ~~plan,~~10b51(c) ~~excluding~~under ~~any shares withheld by~~ the ~~Company~~Exchange toact ~~satisfy~~or ~~income~~any ~~tax~~“non-Rule ~~withholding~~10b5-1 ~~remittance~~trading ~~obligations. Ms. Hilt’s plan begins on September 6~~arrangement,” ~~2024~~as ~~and~~defined ~~ends~~in ~~June~~Item 6,408(c) ~~2025 or when all~~ of ~~the~~Regulation ~~shares have been sold~~S-K.

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.

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ITEM 9.C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

See “Information about our Executive Officers” in Part I of this Report.

The Company has adopted a Code of Conduct that applies to its principal executive officer, principal financial officer and principal accounting officer, among others. The Code of Conduct is located on the Company’s website at TheCloroxCompany.com under Company/Leadership and Governance/Codes of Conduct or https://www.thecloroxcompany.com/company/policies-and-practices/codes-of-conduct/. The Company intends to satisfy the requirement under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of its Code of Conduct by posting such information on the Company’s website. The Company’s website also contains its corporate governance guidelines and the charters of its principal board committees.

Information regarding the Company’s directors and corporate governance set forth in the Proxy Statement is incorporated herein by reference.

The Company has adopted an insider trading policy governing the purchase, sale, and/or other dispositions of its securities by its directors, officers, employees and independent contractors that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the Company. It is the Company’s policy to comply with all applicable securities and state laws (including appropriate approvals by the Company’s board of directors or appropriate committee, if required) when engaging in transactions in the Company’s securities.

ITEM 11. EXECUTIVE COMPENSATION

Information regarding executive and director compensation, Management Development and Compensation Committee interlocks and insider participation and the report of the Management Development and Compensation Committee of the Company’s board of directors set forth in the Proxy Statement is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information regarding security ownership of certain beneficial owners, management and directors and securities authorized for issuance under equity compensation plans set forth in the Proxy Statement is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information regarding certain relationships and related transactions and director independence set forth in the Proxy Statement is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding principal accountant fees and services set forth in the Proxy Statement is incorporated herein by reference.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)Financial Statements and Schedules:

Consolidated Financial Statements and Reports of Independent Registered Public Accounting Firm included in Exhibit 99.1, incorporated herein by reference.

Reports of Ernst & Young, LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42).

Consolidated Statements of Earnings for the fiscal years ended June 30, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

Consolidated Statements of Comprehensive Income for the fiscal years ended June 30, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

Consolidated Balance Sheets as of June 30, ~~2024~~2025 and ~~2023~~2024.

Consolidated Statements of Stockholders’ Equity for the fiscal years ended June 30, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

Consolidated Statements of Cash Flows for the fiscal years ended June 30, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023.

Notes to Consolidated Financial Statements.

(b)Exhibits:

INDEX TO EXHIBITS

		Incorporated by Reference
ExhibitNumber	Exhibit Description	Form	File No.	Exhibit	Filing Date
3.1	Restated Certificate of Incorporation.	10-K	001-07151	3.1	August 14, 2018
3.2	Bylaws (amended and restated).	8-K	001-07151	3.2	May 2623, ~~2023~~2025
3.3	Certificate of Designations for The Clorox Company Series A Junior Participating Preferred Stock.	8-K	001-07151	3.1	July 19, 2011
4.1	Indenture, dated as of October 9, 2007, between the Company and The Bank of New York Trust Company N.A., as trustee.	S-3ASR	333-200722	4.1	December 4, 2014
4.2	Fourth Supplemental Indenture, dated as of September 13, 2012, between the Company and Wells Fargo Bank, National Association, as trustee.	S-3ASR	333-200722	4.5	December 4, 2014
4.3	Fifth Supplemental Indenture, dated as of December 9, 2014, between the Company and Wells Fargo Bank, National Association, as trustee.	8-K	001-07151	4.1	December 9, 2014
4.4	Sixth Supplemental Indenture, dated as of September 28, 2017, between the Company and Wells Fargo Bank, National Association, as trustee.	8-K	001-07151	4.1	September 28, 2017
4.5	Seventh Supplemental Indenture, dated as of May 9, 2018, between the Company and Wells Fargo Bank, National Association, as trustee.	8-K	001-07151	4.1	May 9, 2018
4.6	Eighth Supplemental Indenture, dated as of May 8, 2020, between the Company and Wells Fargo Bank, National Association, as trustee.	8-K	001-07151	4.1	May 8, 2020
4.7	Indenture dated as of May 11, 2022, between the Company and U.S. Bank Trust Company, National Association, as trustee	8-K	001-07151	4.1	May 11, 2022
4.8	Form of 4.400% Senior Note due 2029	8-K	001-07151	4.3	May 11, 2022
4.9	Form of 4.600% Senior Note due 2032	8-K	001-07151	4.4	May 11, 2022
4.10	Description of Capital Stock of The Clorox Company	10-K	001-07151	4.10	August 14, 2019
10.1*	The Clorox Company Amended and Restated Independent Directors’ Deferred Compensation Plan, effective as of November 16, 2005, and amended and restated as of February 7, 2008.	10-Q	001-07151	10.55	May 2, 2008

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Incorporated by Reference

ExhibitNumber

Exhibit Description

Form

File No.

Exhibit

Filing Date

10.2*

The Clorox Company Non-Qualified Deferred Compensation Plan, adopted as of January 1, 1996, and amended and restated as of July 20, 2004.

10-K

001-07151

10(x)

August 27, 2004

10.3*

Amendment No.1 to The Clorox Company Non-Qualified Deferred Compensation Plan.

10-K

001-07151

10.3

August 16, 2016

10.4*

The Clorox Company Annual Incentive Plan, amended and restated as of September 20, 2023.

10-Q

001-07151

10.1

November 1, 2023

10.5*

The Clorox Company 2005 Stock Incentive Plan, amended and restated as of November 17, 2021.

DEF 14A

001-07151

App. A

October 6, 2021

10.6*

Form of Performance Share Award Agreement under the Company’'s 2005 Stock Incentive Plan for awards made in ~~2023~~2024.

10-Q

001-07151

10.21

~~February~~October 130, 2024

10.7*

Form of Performance Share Award Agreement under the Company'’s 2005 Stock Incentive Plan for awards made in ~~2022~~2023.

10-Q

001-07151

10.2

~~November~~February 1, ~~2022~~2024

10.8*

Form of Performance Share Award Agreement under the Company’'s 2005 Stock Incentive Plan for awards made in ~~2021~~2022.

10-Q

001-07151

10.42

November 1, ~~2021~~2022

10.9*

Form of Nonqualified Stock Option Award Agreement under the Company’'s 2005 Stock Incentive Plan for awards made in ~~2023~~2024.

10-Q

001-07151

10.32

~~February~~October 130, 2024

10.10*

Form of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in ~~2022~~2023.

10-Q

001-07151

10.13

~~November~~February 1, ~~2022~~2024

10.11*

Form of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in ~~2021~~2022.

10-Q

001-07151

10.31

November 1, ~~2021~~2022

10.12*

Form of Nonqualified Stock Option Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in ~~2020~~2021.

10-Q

001-07151

10.53

November 21, ~~2020~~2021

10.13*

Form of Restricted Stock Unit Award ~~Agreement~~ under the Company’'s 2005 Stock Incentive Plan (Annual Grant) for awards made in ~~2023~~2024.

10-Q

001-07151

10.43

~~February~~October 130, 2024

10.14*

Form of Restricted Stock Unit Award Agreement under the Company'’s 2005 Stock Incentive Plan (Annual Grant). for awards made in ~~2022~~2023.

10-Q

001-07151

10.34

~~November~~February 1, ~~2022~~2024

10.15*

Form of Restricted Stock Unit Award Agreement under the Company's 2005 Stock Incentive Plan (Annual Grant). for awards made in ~~2021~~2022.

10-Q

001-07151

10.53

November 1, ~~2021~~2022

10.16*

Form of Restricted Stock Unit Award Agreement under the Company's 2005 Stock Incentive Plan (Annual Grant). for awards made in ~~2020.~~2021

10-Q

001-07151

10.25

November 21, ~~2020~~2021

10.17*

Form of Restricted Stock Unit Award Agreement under the Company’s 2005 Stock Incentive Plan (Off-Cycle Grant).

10-Q

001-07151

10.5

February 1, 2024

10.18*

The Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation Plan, effective January 1, 2008.

10-K

001-07151

10.18

August 19, 2008

10.19*

Amendment No. 1 to The Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation Plan.

10-K

001-07151

10.18

August 26, 2011

10.20*

Amendment No. 2 to The Clorox Company Amended and Restated 2005 Nonqualified Deferred Compensation Plan.

10-K

001-07151

10.13

August 16, 2016

10.21*

The Clorox Company Supplemental Executive Retirement Plan, as restated effective January 5, 2005, as revised August 13, 2009.

10-Q

001-07151

10.17

November 3, 2009

10.22*

Amendment No. 1 to The Clorox Company Supplemental Executive Retirement Plan, effective as of July 29, 2011.

10-Q

001-07151

10.21

November 3, 2011

10.23*

Amendment No. 2 to The Clorox Company Supplemental Executive Retirement Plan, effective as of September 11, 2012.

10-Q

001-07151

10.2

November 2, 2012

3230

Table of Contents

Incorporated by Reference

ExhibitNumber

Exhibit Description

Form

File No.

Exhibit

Filing Date

10.24*

Amendment No. 3 to The Clorox Company Supplemental Executive Retirement Plan, effective as of March 28, 2018.

10-Q

001-07151

10.1

May 2, 2018

10.25*

Form of Indemnification Agreement.

10-Q

001-07151

10.27

May 4, 2010

10.26*

Third Amended and Restated Executive Change in Control Severance Plan, effective November 17, 2021.

8-K

001-07151

10.2

November 17, 2021

10.27*

Severance Plan for Clorox Executive Committee Members, fourth amended and restated effective November 17, 2021.

8-K

001-07151

10.3

November 17, 2021

10.28*

The Clorox Company Second Amended and Restated Executive Retirement Plan, effective May 20, 2024.

10-K

001-07151

10.28

August 8, 2024

10.29*

The Clorox Company 2011 Nonqualified Deferred Compensation Plan, effective as of July 1, 2011.

10-K

001-07151

10.29

August 26, 2011

10.30*

Amendment No. 1 to The Clorox Company 2011 Nonqualified Deferred Compensation Plan.

10-K

001-07151

10.24

August 16, 2016

10.31*

The Clorox Company Director Equity Award Policy, effective as of November 15, 2017.

10-K

001-07151

10.26

August 14, 2018

10.32

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.

8-K

001-07151

10.1

March 28, 2022

10.32*

The Clorox Company Excess Long-Term Disability Plan, as amended and restated effective January 1, 2005

10.33

~~Amended~~Credit ~~and Restated Joint Venture~~ Agreement dated as of ~~January~~March 3125, ~~2003~~2022, ~~between~~among The ~~Glad~~Clorox ~~Products~~ Company, ~~and~~the ~~certain~~lenders ~~affiliates~~listed ~~and~~therein, ~~The~~JPMorgan ~~Procter~~Chase Bank, N.A., Citibank, N.A., and ~~Gamble~~Wells ~~Company~~Fargo Bank, National Association, as Administrative Agents, and ~~certain~~JPMorgan ~~affiliates~~Chase Bank, N.A., as Servicing Agent.

108-K/A

001-07151

10.261

~~September~~March 3028, ~~2016~~2022

10.34

~~Amendment~~Credit ~~No.~~Agreement, 1dated toas ~~the~~of ~~Amended~~March ~~and~~25, ~~Restated~~2025, ~~Joint~~among ~~Venture~~The ~~Agreement~~Clorox Company, ~~dated~~the aslenders oflisted ~~October 15~~therein, ~~2010,~~JPMorgan ~~between~~Chase ~~The~~Bank, ~~Glad~~N.A., ~~Products~~Citibank, ~~Company~~N.A., and ~~certain~~Wells ~~affiliates~~Fargo ~~and~~Bank, ~~The~~National ~~Procter~~Association, &as ~~Gamble~~Administrative ~~Company~~Agents, and ~~certain~~JPMorgan ~~affiliates~~Chase Bank, N.A., as Servicing Agent.

108-QK

001-07151

10.21

~~February~~March 228, ~~2018~~2025

10.35

~~First Extension and Amendment of the~~ Amended and Restated Joint Venture Agreement, dated as of ~~December~~January 2031, ~~2017~~2003, between The Glad Products Company and certain affiliates and The Procter &and Gamble Company and certain affiliates.

10-QK/A

001-07151

10.126

~~February~~September 230, ~~2018~~2016

10.36

~~Acknowledgement~~Amendment ~~Letter~~No. 1 to the Amended and Restated Joint Venture Agreement, dated as of October 715, ~~2020~~2010, between The Glad Products Company and certain affiliates and The Procter & Gamble Company and certain affiliates.

10-Q

001-07151

10.2

February 42, ~~2021~~2018

The Clorox Company Insider Trading Policy, effective May 20, 2024.

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.

10-Q

001-07151

10.1

February 2, 2018

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.

10-Q

001-07151

10.2

February 4, 2021

The Clorox Company Insider Trading Policy, effective May 20, 2024.

10-K

001-07151

August 8, 2024

Subsidiaries.

Consent of Independent Registered Public Accounting Firm.

31.1

Certification of the Chief Executive Officer of The Clorox Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Chief Financial Officer of The Clorox Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Executive Officer and Chief Financial Officer of The Clorox Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The Clorox Company Policy Regarding Clawback of Incentive Compensation, amended and restated, effective October 2, 2023.

3331

Table of Contents

Incorporated by Reference

ExhibitNumber

Exhibit Description

Form

File No.

Exhibit

Filing Date

Certification of the Chief Executive Officer and Chief Financial Officer of The Clorox Company pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The Clorox Company Policy Regarding Clawback of Incentive Compensation, amended and restated, effective October 2, 2023.

10-K

001-07151

August 8, 2024

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 Firm.

99.2

Reconciliation of Economic Profit (Unaudited).

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

____________________

(*) Indicates a management or director contract or compensatory plan or arrangement required to be filed as an exhibit to this report.

ITEM 16. FORM 10-K SUMMARY

None.

3432

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE CLOROX COMPANY
Date: August 8, 2024	By:	/s/ Linda Rendle
Date: August 8, 2025	By:	/s/ Linda Rendle
		Linda Rendle
		Chair and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ A. Banse

Director

August 8, 2024

/s/ G. Boswell

Director

August 8, 2025

A. Banse

G. Boswell

/s/ J. Denman

Director

August 8, 2024

/s/ S. B. Bratspies

Director

August 8, 2025

S. B. Bratspies

/s/ P. R. Breber

Director

August 8, 2025

P. R. Breber

/s/ J. Denman

Director

August 8, 2025

J. Denman

/s/ S. C. Fleischer

Director

August 8, ~~2024~~2025

S. C. Fleischer

/s/ E. Lee

Director

August 8, ~~2024~~2025

E. Lee

/s/ A. D. D. Mackay

Director

August 8, ~~2024~~2025

A. D. D. Mackay

/s/ P. Parker

Director

August 8, 2024

/s/ S. Plaines

Director

August 8, 2025

P. Parker

/s/ S. Plaines

Director

August 8, 2024

S. Plaines

/s/ M. J. Shattock

Director

August 8, ~~2024~~2025

M. J. Shattock

/s/ K. Tesija

Director

August 8, 2024

/s/ R. J. Weiner

Director

August 8, 2025

K. Tesija

/s/ R. J. Weiner

Director

August 8, 2024

R. J. Weiner

/s/ C. J. Williams

Director

August 8, ~~2024~~2025

C. J. Williams

/s/ L. Rendle

Chair and Chief Executive Officer(Principal Executive Officer)

August 8, ~~2024~~2025

L. Rendle

/s/ K. B. Jacobsen

Executive Vice President – Chief Financial Officer(Principal Financial Officer)

August 8, 2024

/s/ L. Bellet

Executive Vice President – Chief Financial Officer(Principal Financial Officer)

August 8, 2025

K. B. Jacobsen

L. Bellet

/s/ L. Peck

Vice President – Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)

August 8, ~~2024~~2025

L. Peck

3533

Filing Compare · CLOROX CO /DE/