UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑

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

For the quarterly period ended ~~March~~September 3130, 2025.


☐			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 Identification No.)
incorporation or organization)

1221 Broadway, Oakland, California, 94612-1888

(Address of principal executive offices) (Zip code)

(510) 271-7000

(Registrant’s telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)
___________________
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

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 such files). Yes ☑ No ☐

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

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

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

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

As of October 20, 2025, there were 121,980,379 shares outstanding of the registrant’s common stock ($1.00 par value).

TABLE OF CONTENTS

						Page
PART I - FINANCIAL INFORMATION						3
Item 1. Financial Statements						3
Condensed Consolidated Statements of Earnings and Comprehensive Income						3
Condensed Consolidated Statements of Earnings						3
Condensed Consolidated Balance Sheets						4
Condensed Consolidated Statements of Comprehensive Income						4
Condensed Consolidated Statements of Cash Flows						5
Condensed Consolidated Balance Sheets						5
Notes to Condensed Consolidated Financial Statements						6
Condensed Consolidated Statements of Cash Flows						6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						22
Notes to Condensed Consolidated Financial Statements						7
Item 3. Quantitative and Qualitative Disclosures About Market Risk						38
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						19
Item 4. Controls and Procedures						38
Item 3. Quantitative and Qualitative Disclosures About Market Risk						31
PART II - OTHER INFORMATION						39
Item 4. Controls and Procedures						31
Item 1.A. Risk Factors						39
PART II - OTHER INFORMATION						32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						39
Item 1.A. Risk Factors						32
Item 5. Other Information						39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						32
Item 6. Exhibits						40
Item 5. Other Information						32
Item 6. Exhibits						33

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The Clorox Company

Condensed Consolidated Statements of Earnings ~~and Comprehensive Income~~ (Unaudited)

(Dollars in millions, except per share data)

	Three months ended				~~Nine months ended~~
	3/31/2025		3/31/2024		3/31/2025		3/31/2024
	9/30/2025		9/30/2024
Net sales	$	1,~~668~~429	$	1,~~814~~762	$	~~5,116~~	$	~~5,190~~
Cost of products sold	~~924~~833		~~1,048~~955		~~2,827~~		~~3,026~~
Gross profit	~~744~~596		~~766~~807		~~2,289~~		~~2,164~~
Selling and administrative expenses	~~267~~277		~~301~~281		~~828~~		~~899~~
Advertising costs	~~207~~166		~~215~~201		~~599~~		~~566~~
Research and development costs	2728		3231		89		93
Loss on divestiture	—		~~240~~118		~~118~~		~~240~~
Pension settlement charge	—		—		—		171
Interest expense	23		21
Interest expense	23		22		66		69
Other (income) expense, net	(5)		(22)
Other (income) expense, net	(34)		(2)		(79)		3
Earnings before income taxes	107		177
Earnings (losses) before income taxes	254		(42)		668		123
Income tax expense	25		74
Income tax expense	63		8		180		52
Net earnings	82		103
Net earnings (losses)	191		(50)		488		71
Less: Net earnings attributable to noncontrolling interests	2		4
Less: Net earnings attributable to noncontrolling interests	5		1		10		7
Net earnings attributable to Clorox	$	80	$	99
Net earnings (losses) attributable to Clorox	$	186	$	(51)	$	478	$	64
Net earnings per share attributable to Clorox
Basic net earnings (losses) per share	$	1.51	$	(0.41)	$	3.87	$	0.52
Basic net earnings per share	$	0.65	$	0.80
Diluted net earnings (losses) per share	$	1.50	$	(0.41)	$	3.84	$	0.52
Diluted net earnings per share	$	0.65	$	0.80
Weighted average shares outstanding (in thousands)
Basic	~~123~~122,~~367~~629		~~124~~123,~~249~~795		~~123,643~~		~~124,133~~
Diluted	~~124~~123,~~066~~018		124,~~249~~677		~~124,468~~		~~124,721~~
Comprehensive income	$	196	$	154	$	467	$	409
Less: Total comprehensive income attributable to noncontrolling interests	5		1		10		7
Total comprehensive income attributable to Clorox	$	191	$	153	$	457	$	402

See Notes to Condensed Consolidated Financial Statements (Unaudited)

The Clorox Company

Condensed Consolidated ~~Balance~~Statements ~~Sheets~~of Comprehensive Income (Unaudited)

	3/31/2025		6/30/2024
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	226	$	202
Receivables, net	597		695
Inventories, net	635		637
Prepaid expenses and other current assets	132		88
Total current assets	1,590		1,622
Property, plant and equipment, net of accumulated depreciation and amortization of $2,872 and $2,821, respectively	1,245		1,315
Operating lease right-of-use assets	349		360
Goodwill	1,222		1,228
Trademarks, net	501		538
Other intangible assets, net	68		143
Other assets	537		545
Total assets	$	5,512	$	5,751
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Notes and loans payable	$	54	$	4
Current operating lease liabilities	85		84
Accounts payable and accrued liabilities	2,016		1,486
Total current liabilities	2,155		1,574
Long-term debt	2,483		2,481
Long-term operating lease liabilities	322		334
Other liabilities	341		848
Deferred income taxes	21		22
Total liabilities	5,322		5,259
Commitments and contingencies
Stockholders’ equity
Preferred stock: $1.00 par value; 5,000,000 shares authorized; none issued or outstanding	—		—
Common stock: $1.00 par value; 750,000,000 shares authorized; 130,741,461 shares issued as of March 31, 2025 and June 30, 2024; and 123,251,595 and 124,201,807 shares outstanding as of March 31, 2025 and June 30, 2024, respectively	131		131
Additional paid-in capital	1,304		1,288
Retained earnings	99		250
Treasury stock, at cost: 7,489,866 and 6,539,654 shares as of March 31, 2025 and June 30, 2024, respectively	(1,331)		(1,186)
Accumulated other comprehensive net (loss) income	(176)		(155)
Total Clorox stockholders’ equity	27		328
Noncontrolling interests	163		164
Total stockholders’ equity	190		492
Total liabilities and stockholders’ equity	$	5,512	$	5,751

(Dollars in millions)


	Three months ended
	9/30/2025		9/30/2024
Net earnings	$	82	$	103
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	(4)		14
Net unrealized gains (losses) on derivatives	(4)		(6)

Total other comprehensive (loss) income, net of tax	(8)		8
Comprehensive income	74		111
Less: Total comprehensive income attributable to noncontrolling interests	2		4
Total comprehensive income attributable to Clorox	$	72	$	107

See Notes to Condensed Consolidated Financial Statements (Unaudited)

The Clorox Company

Condensed Consolidated ~~Statements~~Balance ~~of Cash Flows (Unaudited)~~Sheets

(Dollars in millions, except per share data)

	Nine months ended
	9/30/2025		6/30/2025
	3/31/2025		3/31/2024
	(Unaudited)
Operating activities:
ASSETS
Net earnings	$	488	$	71
Current assets
Adjustments to reconcile net earnings to net cash provided by operations:
Cash and cash equivalents	$	166	$	167
Depreciation and amortization	162		176
Receivables, net	703		821
Stock-based compensation	64		55
Inventories, net	577		523
Deferred income taxes	(16)		(126)
Prepaid expenses and other current assets	249		97
Loss on divestiture	112		238
Total current assets	1,695		1,608
Pension settlement charge	—		171
Property, plant and equipment, net of accumulated depreciation and amortization of $2,955 and $2,911, respectively	1,251		1,267
Other	(9)		18
Operating lease right-of-use assets	318		333
Changes in:
Goodwill	1,227		1,229
Receivables, net	71		(16)
Trademarks, net	502		502
Inventories, net	(54)		20
Other intangible assets, net	59		64
Prepaid expenses and other current assets	(28)		12
Other assets	476		558
Accounts payable and accrued liabilities	(87)		(120)
Total assets	$	5,528	$	5,561
Operating lease right-of-use assets and liabilities, net	1		—
LIABILITIES AND STOCKHOLDERS’ EQUITY
Income taxes payable / prepaid	(17)		(144)
Current liabilities
Net cash provided by operations	687		355
Notes and loans payable	$	218	$	4
Investing activities:
Current operating lease liabilities	89		87
Capital expenditures	(145)		(131)
Accounts payable and accrued liabilities	1,927		1,828
Proceeds from divestiture, net of cash divested	128		17
Total current liabilities	2,234		1,919
Other	(1)		20
Long-term debt	2,485		2,484
Net cash used for investing activities	(18)		(94)
Long-term operating lease liabilities	286		305
Financing activities:
Other liabilities	365		351
Notes and loans payable, net	50		61
Deferred income taxes	20		20
Treasury stock purchased	(257)		—
Total liabilities	5,390		5,079
Cash dividends paid to Clorox stockholders	(452)		(446)
Commitments and contingencies
Cash dividends paid to noncontrolling interests	(16)		—
Stockholders’ equity
Issuance of common stock for employee stock plans and other	30		3
Preferred stock: $1.00 par value; 5,000,000 shares authorized; none issued or outstanding	—		—
Net cash used for financing activities	(645)		(382)
Common stock: $1.00 par value; 750,000,000 shares authorized; 130,741,461 shares issued as of September 30, 2025 and June 30, 2025; and 121,775,608 and 122,694,263 shares outstanding as of September 30, 2025 and June 30, 2025, respectively	131		131
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(2)		(26)
Additional paid-in capital	1,326		1,319
Net increase (decrease) in cash, cash equivalents and restricted cash	22		(147)
Retained earnings	200		432
Cash, cash equivalents and restricted cash:
Treasury stock, at cost: 8,965,853 and 8,047,198 shares as of September 30, 2025 and June 30, 2025, respectively	(1,514)		(1,404)
Beginning of period	207		368
Accumulated other comprehensive net (loss) income	(165)		(157)
End of period	$	229	$	221
Total Clorox stockholders’ (deficit) equity	(22)		321
Noncontrolling interests	160		161
Total stockholders’ equity	138		482
Total liabilities and stockholders’ equity	$	5,528	$	5,561

See Notes to Condensed Consolidated Financial Statements (Unaudited)

The Clorox Company

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in millions)


	Three months ended
	9/30/2025		9/30/2024
Operating activities:
Net earnings	$	82	$	103
Adjustments to reconcile net earnings to net cash provided by operations:
Depreciation and amortization	56		54
Stock-based compensation	10		13
Deferred income taxes	84		(1)
Loss on divestiture	—		112
Other	(12)		(5)
Changes in:
Receivables, net	118		84
Inventories, net	(55)		(6)
Prepaid expenses and other current assets	(41)		(38)
Accounts payable and accrued liabilities	(40)		(137)
Operating lease right-of-use assets and liabilities, net	(2)		—
Income taxes payable / prepaid	(107)		42
Net cash provided by operations	93		221
Investing activities:
Capital expenditures	(36)		(39)

Proceeds from divestiture, net of cash divested	—		128
Other	2		—
Net cash (used for) provided by investing activities	(34)		89
Financing activities:
Notes and loans payable, net	214		—

Treasury stock purchased	(129)		(107)
Cash dividends paid to Clorox stockholders	(151)		(151)

Issuance of common stock for employee stock plans and other	7		21
Net cash used for financing activities	(59)		(237)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1)		2
Net increase (decrease) in cash, cash equivalents and restricted cash	(1)		75
Cash, cash equivalents and restricted cash:
Beginning of period	170		207
End of period	$	169	$	282

See Notes to Condensed Consolidated Financial Statements (Unaudited)

The Clorox Company

Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in millions, except per share data)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited interim condensed consolidated financial statements for the three ~~and nine~~ months ended ~~March~~September 3130, 2025 and 2024, in the opinion of management, reflect all normal and recurring adjustments considered necessary for a fair presentation of the consolidated results of operations, financial position and cash flows of The Clorox Company and its controlled subsidiaries (the Company or Clorox) for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Percentage and basis point calculations are based on rounded numbers, except for per share data and the effective tax rate.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended June 30, ~~2024~~2025, which includes a complete set of footnote disclosures, including the Company’s significant accounting policies.

Recently Issued Accounting Standards

Recently Issued Accounting Standards Not Yet Adopted

In ~~November~~September ~~2024~~2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. ~~2024~~2025-0306, “~~Income~~Intangibles ~~Statement~~ - ~~Reporting~~Goodwill ~~Comprehensive~~and ~~Income~~Other - ~~Expense~~Internal-Use ~~Disaggregation~~Software ~~Disclosures~~ (Subtopic ~~220~~350-40): ~~Disaggregation~~Targeted ofImprovements ~~Income~~to ~~Statement~~the ~~Expenses.”~~Accounting ~~These~~for ~~amendments~~Internal-Use ~~primarily~~Software ~~require~~(ASU ~~enhanced~~2025-06)”, ~~quantitative~~which ~~and~~modernizes ~~qualitative~~the ~~disclosures~~accounting infor ~~the~~internal-use ~~notes~~software to ~~the~~current ~~financial~~development ~~statements~~practices, ~~for~~clarifies ~~specific~~when ~~expense~~to ~~categories~~begin ~~underlying~~capitalizing ~~the~~costs ~~expenses~~and ~~presented~~enhances ondisclosure ~~the income statement~~requirements. ~~These~~The ~~amendments~~ASU ~~are~~is toeffective befor ~~applied~~annual ~~prospectively~~reporting toperiods ~~financial~~beginning ~~statements issued~~ after ~~the~~December ~~effective~~15, ~~date~~2027, orand ~~retrospectively~~for tointerim ~~any or all~~ periods ~~presented~~within inthose ~~the~~annual ~~financial~~reporting ~~statements.~~periods, ~~Early~~with early adoption is permitted. ~~The~~as ~~standard~~of ~~will~~the bebeginning ~~effective~~of ~~for~~an annual ~~periods~~reporting ~~beginning after December 15, 2026, and subsequent interim periods~~period. The Company is currently evaluating the impact that the adoption of this guidance will have on ~~the~~its ~~Company’s~~consolidated ~~disclosures~~financial statements.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” These amendments primarily require enhanced quantitative and qualitative disclosures in the notes to the financial statements for specific expense categories underlying the expenses presented on the income statement. These amendments are to be applied prospectively to financial statements issued after the effective date or retrospectively to any or all periods presented in the financial statements. Early adoption is permitted. The standard will be effective for annual periods beginning after December 15, 2026, and subsequent interim periods. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” These amendments primarily require enhanced disclosures and disaggregation of income tax information by jurisdiction in the annual income tax reconciliation and quantitative and qualitative disclosures regarding income taxes paid. These amendments are to be applied prospectively, with the option to apply the standard retrospectively, for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” These amendments primarily require enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. These amendments are to be applied retrospectively for all periods presented in the financial statements and will be effective for the annual period beginning July 1, 2024, and interim periods beginning July 1, 2025. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s disclosures.

Recently Adopted Accounting Standards

In ~~September~~November ~~2022~~2023, the FASB issued ASU No. ~~2022~~2023-0407, ~~"Liabilities~~“Segment -Reporting ~~Supplier Finance Programs~~ (~~Subtopic~~Topic ~~405-50~~280): ~~Disclosure~~Improvements ofto ~~Supplier~~Reportable ~~Finance~~Segment ~~Program Obligations~~Disclosures.” These amendments primarily require ~~disclosure~~enhanced ofdisclosures ~~the~~about ~~key~~significant ~~terms~~segment ofexpenses ~~outstanding~~regularly ~~supplier~~provided ~~finance~~to ~~programs~~the ~~and~~chief aoperating ~~rollforward~~decision ofmaker ~~the~~and ~~related~~included ~~obligations. These~~within ~~amendments~~each ~~are~~reported ~~effective~~measure ~~for~~of ~~fiscal~~segment ~~years~~profit ~~beginning~~or ~~after~~loss ~~December~~on ~~15,~~an ~~2022,~~annual ~~except~~and ~~for~~interim ~~the~~basis. ~~amendment~~The onASU ~~rollforward~~also ~~information,~~requires ~~which~~all isannual ~~effective~~disclosures ~~for~~currently ~~fiscal~~required ~~years~~by ~~beginning~~Topic ~~after~~280 ~~December~~to ~~15,~~be ~~2023~~included in interim periods. ~~The~~These ~~Company~~amendments ~~adopted~~are ~~the~~to ~~standard~~be asapplied ofretrospectively ~~July~~for 1,all ~~2023,~~periods ~~except~~presented ~~for~~in the ~~rollforward~~financial ~~information~~statements ~~which~~and ~~will~~are be effective for the ~~fiscal~~annual ~~year~~period ~~ending~~beginning ~~June~~July 301, 2024 and interim periods beginning July 1, 2025. The ~~adoption~~Company ~~relates~~adopted tothe ~~disclosures~~annual ~~only~~requirement ~~and~~for ~~does~~fiscal ~~not~~year ~~have~~2025 anand ~~impact~~interim onrequirements in the ~~condensed~~first ~~consolidated~~quarter ~~financial statements, results~~ of ~~operations~~fiscal oryear ~~cash flows~~2026.

NOTE 2. VENTURE AGREEMENT

The Company has an agreement with The Procter & Gamble Company (P&G) for the Company’s Glad bags and wraps business. In connection with this agreement, P&G provides research and development (R&D) support to the Glad business. As of both ~~March~~September 3130, 2025 and June 30, ~~2024~~2025, P&G had a 20% interest in the venture. The Company pays a royalty to P&G for its interest in the profits, losses and cash flows, as contractually defined, of the Glad business, which is included in Cost of products sold.

The term of this agreement was to expire in January 2026, unless the parties agreed, on or prior to January 31, 2025, to further extend the term of the agreement for another seven years or agree to take some other relevant action. Since the parties jointly did not opt to further extend the term of the agreement for another seven years or agree to take some other relevant action on or before January 31, 2025, the agreement will terminate in accordance with its terms in January 2026.

Upon termination of the agreement, the Company is required to purchase P&G’s 20% interest for cash at fair value as established by predetermined valuation procedures. As of ~~March~~September 3130, 2025, ~~the estimated fair value of P&G’s interest was $476, of which $515 was recognized~~ and ~~reflected in Accounts payable and accrued liabilities as it is reasonably expected to be settled within one year. As of~~ June 30, ~~2024~~2025, the estimated fair value of P&G’s interest in the venture was $~~531~~476, of which $~~510~~488 and $501, respectively, was recognized and reflected in ~~Other~~Accounts ~~liabilities.~~payable ~~The difference between the estimated fair value~~ and ~~the~~accrued ~~amount~~liabilities ~~recognized, and any future changes~~ in the ~~fair value of P&G~~Company’s ~~interest,~~condensed isconsolidated ~~charged~~balance ~~to Cost of products sold in accordance with the effective interest method over the remaining life of the agreement~~sheet. ~~Following termination, the Glad business will retain the exclusive core intellectual property licenses contributed by P&G on a royalty-free basis for the licensed products marketed.~~

7The difference between the 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. Following termination, the Glad business will retain the exclusive core intellectual property licenses contributed by P&G on a royalty-free basis for the licensed products marketed.

NOTE 3. ~~DIVESTITURES~~DIVESTITURE

Divestiture of Better Health Vitamins, Minerals and Supplements (VMS) Business

On September 10, 2024, the Company completed the divestiture of its Better Health VMS business. inAs ~~its~~a ~~entirety~~result ~~to an affiliate~~ of ~~Piping~~the ~~Rock Health Products~~transaction, ~~LLC. The divested business includes~~ the ~~Natural~~Company ~~Vitality,~~recorded ~~NeoCell,~~an ~~Rainbow~~after ~~Light~~tax ~~and~~loss ~~RenewLife~~of ~~brands,~~$118 ~~relevant~~during ~~trademarks~~the ~~and~~first ~~licenses,~~quarter ~~and~~of ~~associated~~fiscal ~~manufacturing~~year ~~and distribution facilities in Sunrise, Florida~~2025. ~~The~~Net ~~transaction~~sales ~~reflects~~of the ~~Company’s~~Better ~~commitment~~Health toVMS ~~continue~~business ~~evolving~~for ~~its~~the ~~portfolio~~three tomonths ~~reduce~~ended ~~volatility~~September ~~and accelerate sales growth~~30, as2024 ~~well~~was as$38. ~~structurally~~Refer ~~improve~~to ~~its~~notes ~~margin,~~to inthe ~~service~~condensed ofconsolidated ~~driving~~financial ~~more~~statements ~~consistent~~in ~~and~~the ~~profitable~~Company’s ~~growth~~Annual ~~over~~Report ~~time.~~on ~~The~~Form ~~transaction~~10-K ~~was~~for ~~executed~~the ~~pursuant~~year toended aJune ~~purchase agreement. As a result of the transaction~~30, ~~the~~2025 ~~Company~~for ~~recorded~~further aninformation ~~after~~related ~~tax~~to ~~loss of $118 during~~ the ~~nine~~Better ~~months~~Health ~~ended~~VMS ~~March 31,~~business ~~2025~~divestiture.

~~The~~NOTE ~~major~~4. ~~classes of assets and liabilities of the Better Health VMS business divested as of September 10~~INVENTORIES, ~~2024 were as follows:~~NET

Inventories, net consisted of the following as of:

	Divestiture
	9/30/2025		6/30/2025
Working capital, net	$	41
Finished goods	$	500	$	447
Property, plant and equipment, net	59
Raw materials and packaging	149		141
Trademarks, net	37
Work in process	18		15
Other intangible assets, net	58
LIFO allowances	(90)		(80)
Other assets (1)	45
Total inventories, net	$	577	$	523
Other liabilities	(1)
Net assets divested	$	239

(1) Includes net deferred tax assets of $45

The following table presents Net sales of the Better Health VMS business, which includes the financial results up to September 10, 2024, the date of sale:

	Three months ended				Nine months ended
	3/31/2025		3/31/2024		3/31/2025		3/31/2024
Net sales	$	—	$	54	$	38	$	166

The divestiture of the Company’s Better Health VMS business does not meet the criteria to be reported as discontinued operations in the condensed consolidated financial statements as the Company’s decision to divest this business did not represent a strategic shift that will have a major effect on the Company’s operations and financial results.

Divestiture of Argentina Business

On March 20, 2024, the Company completed the divestiture of its Argentina business. As a result of the transaction, the Company recorded a pre-tax loss of $240 during the third quarter of fiscal year 2024. Net sales of the Argentina business for the three and nine months ended March 31, 2024 were $43 and $123, respectively. Refer to Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024 for further information related to the Argentina business divestiture.

NOTE 4. AUGUST 2023 CYBERATTACK

On Monday, August 14, 2023, the Company identified unauthorized activity on some of its Information Technology (IT) systems and immediately began taking steps to stop and remediate the activity. The Company took certain systems offline, engaged third-party cybersecurity experts and implemented its business continuity plans. However, the incident resulted in wide-scale disruptions to the Company’s business operations. The impacts of these system disruptions resulted in a negative impact on net sales and earnings. The Company experienced lessening operational impacts in the second quarter of fiscal year 2024 and has since returned to normalized operations.

The Company recorded insurance recoveries of $35 and $70 in the three and nine months ended March 31, 2025, respectively, and incurred incremental expenses of approximately $8 and $57 in the three and nine months ended March 31, 2024, respectively, as a result of the cyberattack. The following table summarizes the recognition of (insurance recoveries) and costs in the condensed consolidated statements of earnings and comprehensive income:

	Three months ended				Nine months ended
	3/31/2025		3/31/2024		3/31/2025		3/31/2024
Costs of products sold	$	(2)	$	1	$	(5)	$	21
Selling and administrative expenses	—		7		—		36
Other (income) expense, net	(33)		—		(65)		—
Total	$	(35)	$	8	$	(70)	$	57

The costs incurred related primarily to third-party consulting services, including IT recovery and forensic experts and other professional services incurred to investigate and remediate the attack, as well as incremental operating costs incurred from the resulting disruption to the Company’s business operations. The Company does not expect to incur significant costs related to the cyberattack in future periods. No additional insurance recoveries related to the cyberattack are anticipated. Insurance recoveries are classified consistent with the expenses to which they relate. Business interruption and other insurance recoveries that do not correspond directly to previously incurred expenses are recognized in Other (income) expense, net.

NOTE 5. SUPPLY CHAIN FINANCING PROGRAM

The Company has arranged for a global financial institution to offer a voluntary supply chain finance (SCF) program for the benefit of the Company’s suppliers. The Company’s current payment terms do not exceed 120 days in keeping with industry standards. The Company’s operating cash flows are directly impacted as a result of the extension of payment terms with suppliers. The SCF program enables suppliers to directly contract with the financial institution to receive payment from the financial institution prior to the payment terms between the Company and the supplier by selling the Company’s payables to the financial institution. Participation in the program is at the sole discretion of the supplier and the Company has no economic interest in a supplier's decision to enter into the agreement and has no direct financial relationship with the financial institution, as it relates to the SCF program. Once a supplier elects to participate in the SCF program and reaches an agreement with the financial institution, the supplier elects which individual Company invoices to sell to the financial institution. The terms of the Company’s payment obligations are not impacted by a supplier’s participation in the program and as such, the SCF program has no direct impact on the Company’s balance sheets or liquidity. The Company has not pledged any assets as security or provided guarantees under the SCF program.

All outstanding amounts related to suppliers participating in the SCF program are recorded within Accounts payable and accrued liabilities in the condensed consolidated balance sheets and the associated payments are included in operating activities within the condensed consolidated statements of cash flows. As of March 31, 2025 and June 30, 2024, the amount due to suppliers participating in the SCF program and included in Accounts payable and accrued liabilities was $227 and $205, respectively.

NOTE 65. ~~RESTRUCTURING~~SUPPLY ~~AND~~CHAIN ~~RELATED~~FINANCING ~~COSTS~~PROGRAM (Continued)

~~Beginning~~within in the ~~first~~condensed ~~quarter~~consolidated statements of ~~fiscal~~cash ~~year~~flows. ~~2023,~~As ~~the~~of ~~Company~~September 30, ~~recognized~~2025 ~~costs~~and ~~related~~June 30, to2025, athe ~~plan~~amount ~~that~~due ~~involves streamlining its operating model~~ to ~~meet~~suppliers ~~its~~participating ~~objectives~~in ofthe ~~driving~~SCF ~~growth~~program and ~~productivity.~~included ~~The implementation of this new model was completed~~ in ~~fiscal~~Accounts ~~year~~payable ~~2024~~ and isaccrued ~~expected~~liabilities towas ~~enhance~~$179 ~~the Company’s ability to respond more quickly to changing consumer behaviors~~ and ~~innovate~~$236, ~~faster~~respectively.

~~The~~NOTE ~~total~~6. ~~restructuring~~FINANCIAL ~~and~~INSTRUMENTS ~~related~~AND ~~implementation~~FAIR ~~costs,~~VALUE ~~net associated with the Company’s streamlined operating model as reflected in the condensed consolidated statements of earnings and comprehensive income:~~ MEASUREMENTS

	Three months ended			Nine months ended
		3/31/2024			3/31/2024
Selling and administrative expenses		$	5		$	8
Other (income) expense, net:
Employee-related costs		$	5		$	5
Total costs		$	10		$	13

The following table reconciles the accrual for the streamlined operating model’s restructuring and related implementation costs discussed above, which are recorded within Accounts payable and accrued liabilities in the condensed consolidated balance sheets:

	Employee-Related Costs		Other		Total
Accrual Balance as of June 30, 2024	$	8	$	11	$	19
Cash payments	(8)		(11)		(19)
Accrual Balance as of March 31, 2025	$	—	$	—	$	—

The Company may, from time to time, decide to pursue additional restructuring-related initiatives that involve costs in future periods.

Refer to Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024 for further information related to the streamlined operating model.

NOTE 7. INVENTORIES, NET

	3/31/2025		6/30/2024
Finished goods	$	553	$	556
Raw materials and packaging	145		172
Work in process	21		9
LIFO allowances	(84)		(98)
Total inventories, net	$	635	$	639
Less: Non-current inventories, net (1)	—		2
Total current inventories, net	$	635	$	637

(1)Non-current inventories, net are recorded in Other assets.

NOTE 8. DEBT

Short-term borrowings

The weighted average effective interest rate of notes and loans payable as of March 31, 2025 and June 30, 2024 was 4.59% and 5.60%, respectively.

Credit arrangements

On March 25, 2025, the Company entered into a new $1,200 revolving credit agreement (the Credit Agreement) that matures in March 2030. The Credit Agreement replaced a prior $1,200 revolving credit agreement (the Prior Credit Agreement) in place since March 2022. The Company did not incur any termination fees or penalties in connection with entering the new agreement, which was considered a debt modification. There were no borrowings under either the Credit Agreement or the Prior Credit Agreement as of March 31, 2025 and June 30, 2024, respectively, and the Company believes that borrowings under the new Credit Agreement will continue to be available for general corporate purposes. The Credit Agreement includes certain restrictive covenants and limitations consistent with the previous agreement, with which the Company was in compliance as of March 31, 2025.

NOTE 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Financial Risk Management and Derivative Instruments

The Company is exposed to certain commodity, foreign currency and interest rate risks related to its ongoing business operations and uses derivative instruments to mitigate its exposure to these risks.

Commodity Price Risk Management

The Company may use commodity futures, options and swap contracts to limit the impact of price volatility on a portion of its forecasted raw material requirements. These commodity derivatives may be exchange traded or over-the-counter contracts and generally have original contractual maturities of less than 2 years. Commodity purchase and options contracts are measured at fair value using market quotations obtained from the Chicago Board of Trade commodity futures exchange and commodity derivative dealers.

The notional amounts of outstanding commodity derivatives, which related primarily to exposures in soybean oil used for the food business and jet fuel used for the grilling business, were $2725 and $3836 as of ~~March~~September 3130, 2025 and June 30, ~~2024~~2025, respectively.

Foreign Currency Risk Management

The Company may also enter into certain over-the-counter derivative contracts to manage a portion of the Company’s forecasted foreign currency exposure associated with the purchase of inventory. These foreign currency contracts generally have original contractual maturities of less than 2 years. The foreign exchange contracts are measured at fair value using information quoted by foreign exchange dealers.

The notional amounts of outstanding foreign currency forward contracts used by the Company’s subsidiaries to hedge forecasted purchases of inventory were $3757 and $2967 as of ~~March~~September 3130, 2025 and June 30, ~~2024~~2025, respectively.

Interest Rate Risk Management

The Company may enter into over-the-counter interest rate contracts to fix a portion of the benchmark interest rate prior to the anticipated issuance of fixed rate debt. These interest rate contracts generally have original contractual maturities of less than 3 years. The interest rate contracts are measured at fair value using information quoted by bond dealers.

The Company held no interest rate contracts as of both ~~March~~September 3130, 2025 and June 30, ~~2024~~2025.

NOTE 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

Commodity, Foreign Exchange and Interest Rate Derivatives

The Company designates its commodity forward, futures and options contracts for forecasted purchases of raw materials, foreign currency forward contracts for forecasted purchases of inventory and interest rate contracts for forecasted interest payments as cash flow hedges.

~~The effects of derivative instruments designated as hedging instruments on Other comprehensive (loss) income and Net earnings (losses) were as follows:~~9

	Gains (losses) recognized in Other comprehensive (loss) income
	Three months ended				Nine months ended
	3/31/2025		3/31/2024		3/31/2025		3/31/2024
Commodity purchase derivative contracts	$	1	$	—	$	(2)	$	(5)
Foreign exchange derivative contracts	(1)		2		1		1
Total	$	—	$	2	$	(1)	$	(4)

NOTE 6. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

	Location of gains (losses) reclassified from Accumulated other comprehensive net (loss) income into Net earnings	Gains (losses) reclassified from Accumulated other comprehensive net (loss) income and recognized in Net earnings
		Three months ended				Nine months ended
		3/31/2025		3/31/2024		3/31/2025		3/31/2024
Commodity purchase derivative contracts	Cost of products sold	$	(2)	$	(2)	$	(5)	$	(4)
Interest rate derivative contracts	Interest expense	4		4		10		10
Total		$	2	$	2	$	5	$	6

The effects of derivative instruments designated as hedging instruments on Other comprehensive (loss) income and Net earnings were as follows:

The estimated amount of the existing net gain (loss) in Accumulated other comprehensive net (loss) income as of March 31, 2025 that is expected to be reclassified into Net earnings within the next twelve months is $12.


	Gains (losses) recognized in Other comprehensive (loss) income
	Three months ended
	9/30/2025		9/30/2024
Commodity purchase derivative contracts	$	—	$	(3)
Foreign exchange derivative contracts	—		(1)

Total	$	—	$	(4)


	Location of gains (losses) reclassified from Accumulated other comprehensive net (loss) income into Net earnings	Gains (losses) reclassified from Accumulated other comprehensive net (loss) income and recognized in Net earnings
		Three months ended
		9/30/2025		9/30/2024
Commodity purchase derivative contracts	Cost of products sold	$	2	$	(1)
Foreign exchange derivative contracts	Cost of products sold	(1)		—
Interest rate derivative contracts	Interest expense	3		3
Total		$	4	$	2

The estimated amount of the existing net gain (loss) in Accumulated other comprehensive net (loss) income as of September 30, 2025 that is expected to be reclassified into Net earnings within the next twelve months is $14.

Counterparty Risk Management and Derivative Contract Requirements

The Company utilizes a variety of financial institutions as counterparties for over-the-counter derivative instruments. The Company enters into agreements governing the use of over-the-counter derivative instruments and sets internal limits on the aggregate over-the-counter derivative instrument positions held with each counterparty. Certain terms of these agreements require the Company or the counterparty to post collateral when the fair value of the derivative instruments exceeds contractually defined counterparty liability position limits. Of the over-the-counter derivative instruments in liability positions, $0 and $2 contained such terms as of ~~both March~~September 3130, 2025 and June 30, ~~2024~~2025, respectively. As of both ~~March~~September 3130, 2025 and June 30, ~~2024~~2025, neither the Company nor any counterparty was required to post any collateral as no counterparty liability position limits were exceeded.

Certain terms of the agreements governing the Company’s over-the-counter derivative instruments require the Company’s credit ratings, as assigned by Standard & Poor’s and Moody’s to the Company and its counterparties, to remain at a level equal to or better than the minimum of an investment grade credit rating. If the Company’s credit ratings were to fall below investment grade, the counterparties to the derivative instruments could request full collateralization on derivative instruments in net liability positions. As of both ~~March~~September 3130, 2025 and June 30, ~~2024~~2025, the Company and each of its counterparties had been assigned investment grade ratings by both Standard & Poor’s and Moody’s.

Certain of the Company’s exchange traded futures and options contracts used for commodity price risk management include requirements for the Company to post collateral in the form of a cash margin account held by the Company’s broker for trades conducted on that exchange. As of both ~~March~~September 3130, 2025 and June 30, ~~2024~~2025, the Company maintained cash margin balances related to exchange traded futures and options contracts of $1 and $32, respectively, which are classified as Prepaid expenses and other current assets on the condensed consolidated balance sheets.

NOTE 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

Trust Assets

The Company holds interests in mutual funds and cash equivalents as part of trust assets related to its nonqualified deferred compensation plans. The participants in the nonqualified deferred compensation plans, who are the Company’s current and former employees, may select among certain mutual funds in which their compensation deferrals are invested in accordance with the terms of the plans and within the confines of the trusts, which hold the marketable securities. The trusts represent variable interest entities for which the Company is considered the primary beneficiary, and therefore trust assets are consolidated and included in Other assets in the condensed consolidated balance sheets. The gains and losses on the trust assets are recorded in Other (income) expense, net in the condensed consolidated statements of earnings and comprehensive income. The interests in mutual funds are measured at fair value using quoted market prices. The Company has designated these marketable securities as trading investments.

NOTE 6. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

with the terms of the plans and within the confines of the trusts, which hold the marketable securities. The trusts represent variable interest entities for which the Company is considered the primary beneficiary, and therefore trust assets are consolidated and included in Other assets in the condensed consolidated balance sheets. The gains and losses on the trust assets are recorded in Other (income) expense, net in the condensed consolidated statements of earnings and comprehensive income. The interests in mutual funds are measured at fair value using quoted market prices. The Company has designated these marketable securities as trading investments.

Fair Value of Financial Instruments

Financial assets and liabilities measured at fair value on a recurring basis in the condensed consolidated balance sheets are required to be classified and disclosed in one of the following three categories of the fair value hierarchy:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions.

As of both ~~March~~September 3130, 2025 and June 30, ~~2024~~2025, the Company’s financial assets and liabilities that were measured at fair value on a recurring basis during the period included derivative financial instruments, which were classified as either Level 1 or Level 2, and trust assets to fund the Company’s nonqualified deferred compensation plans, which were classified as Level 1.

All of the Company’s derivative instruments qualify for hedge accounting. The following table provides information about the balance sheet classification and the fair values of the Company’s derivative instruments:

			3/31/2025				6/30/2024
			9/30/2025				6/30/2025
	Balance sheetclassification	Fair valuehierarchylevel	CarryingAmount		EstimatedFairValue		CarryingAmount		EstimatedFairValue
Assets
Commodity purchase futures contracts	Prepaid expenses and other current assets	1	$	1	$	1	$	—3	$	—3
Commodity purchase swaps contracts	Prepaid expenses and other current assets	2	—		—		1		1
Commodity purchase futures contracts	Other assets	1	—		—		1		1
Foreign exchange forward contracts	Prepaid expenses and other current assets	2	1		1		—		—
			$	2	$	2	$	14	$	14
Liabilities
Commodity purchase futures contracts	Accounts payable and accrued liabilities	1	$	—	$	—	$	2	$	2
Commodity purchase swaps contracts	Accounts payable and accrued liabilities	2	$	—	$	—	$	1	$	1
Commodity purchase swaps contracts	Accounts payable and accrued liabilities	2	1		1		—		—
Foreign exchange forward contracts	Accounts payable and accrued liabilities	2	1		1		1		1
			$	1	$	1	$	2	$	2

1311

NOTE 96. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

The following table provides information about the balance sheet classification and the fair values of the Company’s other assets and liabilities for which disclosure of fair value is required:

			3/31/2025				6/30/2024
			9/30/2025				6/30/2025
	Balance sheetclassification	Fair valuehierarchylevel	CarryingAmount		EstimatedFairValue		CarryingAmount		EstimatedFairValue
Assets
Interest-bearing investments, including money market funds	Cash and cashequivalents (1)	1	$	9951	$	9951	$	9554	$	9554
Time deposits	Cash and cashequivalents (1)	2	14		14		910		910
Trust assets for nonqualified deferred compensation plans	Other assets	1	~~157~~184		~~157~~184		~~154~~169		~~154~~169
			$	~~270~~249	$	~~270~~249	$	~~258~~233	$	~~258~~233
Liabilities
Notes and loans payable	Notes and loans payable (2)	2	$	54218	$	54218	$	4	$	4
Long-term debt	Long-term debt (3)	2	2,~~483~~485		2,~~407~~452		2,~~481~~484		2,~~341~~431
			$	2,~~537~~703	$	2,~~461~~670	$	2,~~485~~488	$	2,~~345~~435

(1)Cash and cash equivalents are composed of time deposits and other interest-bearing investments, including money market funds with original maturity dates of 90 days or less. Cash and cash equivalents are recorded at cost, which approximates fair value.

(2)Notes and loans payable are composed of outstanding U.S. commercial paper balances and/or amounts drawn on the Company’s credit agreements, all of which are recorded at cost, which approximates fair value. The weighted average effective interest rate on U.S. commercial paper balances as of September 30, 2025 and June 30, 2025 was 4.31% and 4.61%, respectively.

(3)Long-term debt is recorded at cost. The fair value of Long-term debt was determined using secondary market prices quoted by corporate bond dealers, and is classified as Level 2.

NOTE 107. ~~OTHER (~~INCOME) ~~EXPENSE, NET~~TAXES

The One Big Beautiful Bill Act (OBBBA) was enacted in the United States on July 4, 2025. This legislation includes provisions that allow accelerated tax deductions for acquisitions of qualified property and for research expenses. It also modifies the U.S. taxation of certain earnings associated with international business. The Company assessed the provisions of the OBBBA and determined the corporate tax changes did not have a material impact on the effective tax rate in future periods. The OBBBA’s provisions for accelerated tax deductions will change the timing of cash tax payments in the current fiscal year and future periods.

NOTE 8. NET EARNINGS PER SHARE (EPS)

The following is the reconciliation of the weighted average number of shares outstanding (in thousands) used to calculate basic net EPS to those used to calculate diluted net EPS:


	Three months ended
	9/30/2025	9/30/2024
Basic	122,629	123,795
Dilutive effect of stock options and other	389	882
Diluted	123,018	124,677

Antidilutive stock options and other	3,355	2,937

Basic net earnings per share and Diluted net earnings per share are calculated on Net earnings attributable to Clorox.

NOTE 9. OTHER (INCOME) EXPENSE, NET

The major components of Other (income) expense, net were:

	Three months ended		~~Three months ended~~						~~Nine months ended~~
			3/31/2025				3/31/2024		3/31/2025		3/31/2024
	9/30/2025				9/30/2024
Amortization of trademarks and other intangible assets	$	5	$	5	$	6	$	7	$	16	$	22
Trust investment (gains) losses, net			2				(8)		(6)		(18)
Trust investment (gains), net	(9)				(9)
Net periodic benefit cost	1		3		1		1		—		11
Foreign exchange transaction (gains) losses, net (1)			(1)				1		2		24
Foreign exchange transaction losses, net	1				1
Income from equity investees	(1)		—		(2)		~~(1)~~		~~(3)~~		~~(3)~~
Interest income	(2)		~~(2)~~		(3)		~~(4)~~		~~(7)~~		~~(21)~~
Restructuring costs (2)			—				5		—		5
Cyberattack insurance recoveries (1)	—				(9)
Gain on sale-leaseback transaction (3)			—				—		—		(16)
Other	—				(7)
Cyberattack insurance recoveries (4)			(33)				—		(65)		—
Total	$	(5)			$	(22)
Other			(8)				(3)		(16)		(1)
Total			$	(34)			$	(2)	$	(79)	$	3

(1)~~Foreign~~On ~~exchange~~August ~~losses~~14, ~~were~~2023, ~~primarily~~the ~~related~~Company experienced a cyberattack which resulted in wide-scale disruptions to the Company’s business operations. inIn ~~Argentina~~the three months ended September 30, 2024, the Company recorded insurance recoveries of $(10), of which $(1) was recorded in Costs of products sold and the ~~three~~remainder was recorded in Other (income) expense, net. Business interruption and ~~nine~~other ~~months~~insurance recoveries that do not correspond directly to previously incurred expenses are recognized in Other (income) expense, net. Refer to notes to the condensed consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended ~~March 31~~June 30, ~~2024~~2025 for further information related to the August 2023 Cyberattack.

~~(2)Restructuring~~NOTE ~~costs~~10. ~~related to the implementation of the Company~~STOCKHOLDERS’s ~~streamlined~~EQUITY ~~operating model. See Note 6 for additional details.~~

(3)On December 14, 2023, the Company completed an asset sale-leaseback transaction on a warehouse in Fairfield, California. The transaction resulted in a $16 gain which was recognized in Other (income) expense, net in the Health and Wellness segment. Refer to Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2024 for further information related to the sale-leaseback transaction.

(4)Insurance recoveries related to the August 2023 cyberattack. See Note 4 for additional details.

NOTE 11. INCOME TAXES

In determining its quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rates from quarter to quarter. The effective tax rate on earnings was 24.8% and 26.9% for the three and nine months ended March 31, 2025, respectively, and the effective tax rate on (losses) earnings was (18.6)% and 41.9% for the three and nine months ended March 31, 2024, respectively. The change in tax rate on earnings in the current three month period as compared to the prior period was primarily driven by the divestiture of the Argentina business and a legal entity reorganization both in the prior period. The change in tax rate on earnings in the current nine month period as compared to the prior period was primarily driven by the divestiture of the Argentina business and a legal entity reorganization both in the prior period, and the nondeductibility of the loss on the divestiture of the Better Health VMS business in the current period.

Income taxes paid, net of refunds, were $208 and $314 for the nine months ended March 31, 2025 and 2024, respectively. The lower tax payments in the current nine-month period were primarily driven by payments of fiscal year 2023 income taxes in fiscal year 2024, that were previously deferred as a result of the relief provided by the IRS announced in January 2023 due to winter storms in California.

NOTE 12. NET EARNINGS (LOSSES) PER SHARE (EPS)

	Three months ended		Nine months ended
	3/31/2025	3/31/2024	3/31/2025	3/31/2024
Basic	123,367	124,249	123,643	124,133
Dilutive effect of stock options and other	699	—	825	588
Diluted	124,066	124,249	124,468	124,721
Antidilutive stock options and other	1,575	4,758	1,575	2,720

Basic net earnings per share and Diluted net earnings (losses) per share are calculated on Net earnings attributable to Clorox.

Since the Company generated net losses attributable to Clorox for the three months ended March 31, 2024, there was no dilutive effect of stock options and other instruments during this period because their impacts would be antidilutive.

NOTE 13. COMPREHENSIVE INCOME

The following table provides a summary of Comprehensive income for the periods indicated:

	Three months ended				Nine months ended
	3/31/2025		3/31/2024		3/31/2025		3/31/2024
Net earnings (losses)	$	191	$	(50)	$	488	$	71
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	7		206		(13)		212
Net unrealized gains (losses) on derivatives	(2)		(1)		(7)		(10)
Pension and postretirement benefit adjustments	—		(1)		(1)		136
Total other comprehensive (loss) income, net of tax	5		204		(21)		338
Comprehensive income	196		154		467		409
Less: Total comprehensive income attributable to noncontrolling interests	5		1		10		7
Total comprehensive income attributable to Clorox	$	191	$	153	$	457	$	402

NOTE 14. STOCKHOLDERS’ EQUITY

Changes in the components of Stockholders’ equity were as follows for the periods indicated:

	Three months ended March 31
	Three months ended September 30
(Dollars in millions except per share data; shares in thousands)	Common stock			Additional paid-in capital		Retained earnings		Treasury stock			Accumulatedothercomprehensivenet (loss) income		Noncontrolling interests		Total stockholders’ equity
	Amount		Shares					Amount		Shares
Balance as of December 31, 2023	$	131	130,741	$	1,245	$	241	$	(1,205)	(6,661)	$	(359)	$	165	$	218
Net earnings (losses)	—		—	—		(51)		—		—	—		1		(50)
Other comprehensive (loss) income	—		—	—		—		—		—	204		—		204
Dividends to Clorox stockholders ($1.20 per share declared)	—		—	—		(150)		—		—	—		—		(150)
Dividends to noncontrolling interests	—		—	—		—		—		—	—		(2)		(2)
Stock-based compensation	—		—	26		—		—		—	—		—		26
Other employee stock plan activities	—		—	(1)		(6)		16		106	—		—		9
Balance as of March 31, 2024	$	131	130,741	$	1,270	$	34	$	(1,189)	(6,555)	$	(155)	$	164	$	255
Balance as of December 31, 2024	$	131	130,741	$	1,287	$	68	$	(1,346)	(7,591)	$	(181)	$	162	$	121
Net earnings	—		—	—		186		—		—	—		5		191
Other comprehensive (loss) income	—		—	—		—		—		—	5		—		5
Dividends to Clorox stockholders ($1.22 per share declared)	—		—	—		(152)		—		—	—		—		(152)
Dividends to noncontrolling interests	—		—	—		—		—		—	—		(4)		(4)
Stock-based compensation	—		—	24		—		—		—	—		—		24
Other employee stock plan activities	—		—	(7)		(3)		15		101	—		—		5
Treasury stock purchased	—		—	—		—		—		—	—		—		—
Balance as of March 31, 2025	$	131	130,741	$	1,304	$	99	$	(1,331)	(7,490)	$	(176)	$	163	$	190
	Nine months ended March 31
(Dollars in millions except per share data; shares in thousands)	Common stock			Additional paid-in capital		Retained earnings		Treasury stock			Accumulatedothercomprehensivenet (loss) income		Noncontrolling interests		Total stockholders’ equity
	Amount		Shares					Amount		Shares
Balance as of June 30, 2023	$	131	130,741	$	1,245	$	583	$	(1,246)	(6,921)	$	(493)	$	168	$	388
Net earnings	—		—	—		64		—		—	—		7		71
Other comprehensive (loss) income	—		—	—		—		—		—	338		—		338
Dividends to Clorox stockholders ($4.80 per share declared)	—		—	—		(600)		—		—	—		—		(600)
Dividends to noncontrolling interests	—		—	—		—		—		—	—		(11)		(11)
Stock-based compensation	—		—	55		—		—		—	—		—		55
Other employee stock plan activities	—		—	(30)		(13)		57		366	—		—		14
Balance as of March 31, 2024	$	131	130,741	$	1,270	$	34	$	(1,189)	(6,555)	$	(155)	$	164	$	255
Balance as of June 30, 2024	$	131	130,741	$	1,288	$	250	$	(1,186)	(6,540)	$	(155)	$	164	$	492
Net earnings	—		—	—		~~478~~99		—		—	—		104		~~488~~103
Other comprehensive (loss) income	—		—	—		—		—		—	(21)		—		(21)
Other comprehensive income (loss)	—		—	—		—		—		—	8		—		8
Dividends to Clorox stockholders ($4.88 per share declared)	—		—	—		(609)		—		—	—		—		(609)
Dividends to Clorox stockholders ($2.44 per share declared)	—		—	—		(305)		—		—	—		—		(305)
Dividends to noncontrolling interests	—		—	—		—		—		—	—		(114)		(114)
Stock-based compensation	—		—	6413		—		—		—	—		—		6413
Other employee stock plan activities	—		—	(484)		(2013)		~~112~~41		~~745~~261	—		—		4424
Treasury stock purchased	—		—	—		—		(~~257~~107)		(~~1,695~~789)	—		—		(~~257~~107)
Balance as of March 31, 2025	$	131	130,741	$	1,304	$	99	$	(1,331)	(7,490)	$	(176)	$	163	$	190
Balance as of September 30, 2024	$	131	130,741	$	1,297	$	31	$	(1,252)	(7,068)	$	(147)	$	164	$	224
Balance as of June 30, 2025	$	131	130,741	$	1,319	$	432	$	(1,404)	(8,047)	$	(157)	$	161	$	482
Net earnings	—		—	—		80		—		—	—		2		82
Other comprehensive (loss) income	—		—	—		—		—		—	(8)		—		(8)
Dividends to Clorox stockholders ($2.48 per share declared)	—		—	—		(306)		—		—	—		—		(306)
Dividends to noncontrolling interests	—		—	—		—		—		—	—		(3)		(3)
Stock-based compensation	—		—	10		—		—		—	—		—		10
Other employee stock plan activities	—		—	(3)		(6)		19		129	—		—		10
Treasury stock purchased	—		—	—		—		(129)		(1,048)	—		—		(129)
Balance as of September 30, 2025	$	131	130,741	$	1,326	$	200	$	(1,514)	(8,966)	$	(165)	$	160	$	138

1613

NOTE 1410. STOCKHOLDERS’ EQUITY (Continued)

Changes in Accumulated other comprehensive net (loss) income attributable to Clorox by component were as follows for the periods indicated:

	Three months ended March 31
	Three months ended September 30
	Foreign currency translation adjustments		Net unrealized gains (losses) on derivatives		Pension and postretirement benefit adjustments		Accumulated other comprehensive net (loss) income
Balance as of December 31, 2023	$	(439)	$	90	$	(10)	$	(359)
Other comprehensive (loss) income before reclassifications	(16)		2		—		(14)
Amounts reclassified from Accumulated other comprehensive net (loss) income (1)	223		(2)		—		221
Income tax benefit (expense)	(1)		(1)		(1)		(3)
Net current period other comprehensive (loss) income	206		(1)		(1)		204
Balance as of March 31, 2024	$	(233)	$	89	$	(11)	$	(155)
Balance as of December 31, 2024	$	(259)	$	80	$	(2)	$	(181)
Other comprehensive (loss) income before reclassifications	6		—		—		6
Amounts reclassified from Accumulated other comprehensive net (loss) income	—		(2)		—		(2)
Income tax benefit (expense)	1		—		—		1
Net current period other comprehensive (loss) income	7		(2)		—		5
Balance as of March 31, 2025	$	(252)	$	78	$	(2)	$	(176)
	Nine months ended March 31
	Foreign currency translation adjustments		Net unrealized gains (losses) on derivatives		Pension and postretirement benefit adjustments		Accumulated other comprehensive net (loss) income
Balance as of June 30, 2023	$	(445)	$	99	$	(147)	$	(493)
Other comprehensive (loss) income before reclassifications	(10)		(4)		4		(10)
Amounts reclassified from Accumulated other comprehensive net (loss) income (1) (2)	223		(6)		175		392
Income tax benefit (expense)	(1)		—		(43)		(44)
Net current period other comprehensive (loss) income	212		(10)		136		338
Balance as of March 31, 2024	$	(233)	$	89	$	(11)	$	(155)
Balance as of June 30, 2024	$	(239)	$	85	$	(1)	$	(155)
Other comprehensive (loss) income before reclassifications	(14)		(14)		—		~~(15)~~10
Amounts reclassified from Accumulated other comprehensive net (loss) income	—		(52)		~~(1)~~—		(62)
Income tax benefit (expense)	1—		~~(1)~~—		—		—
Net current period other comprehensive (loss) income	~~(13)~~14		(76)		~~(1)~~—		~~(21)~~8
Balance as of March 31, 2025	$	(252)	$	78	$	(2)	$	(176)
Balance as of September 30, 2024	$	(225)	$	79	$	(1)	$	(147)
Balance as of June 30, 2025	$	(233)	$	77	$	(1)	$	(157)
Other comprehensive (loss) income before reclassifications	(4)		—		—		(4)
Amounts reclassified from Accumulated other comprehensive net (loss) income	—		(4)		—		(4)
Income tax benefit (expense)	—		—		—		—
Net current period other comprehensive (loss) income	(4)		(4)		—		(8)
Balance as of September 30, 2025	$	(237)	$	73	$	(1)	$	(165)

~~(1)Includes~~NOTE ~~the release of currency translation adjustment from the Argentina business divestiture~~11. ~~See~~OTHER ~~Note~~CONTINGENCIES 3AND ~~for additional details.~~GUARANTEES

(2)Includes recognition of pension settlement charge reclassified into Net earnings. See Note 15 for additional details.

NOTE 15. EMPLOYEE BENEFIT PLANS

In the second quarter of fiscal year 2024, the Company settled plan benefits of its domestic qualified pension plan (the Plan) and recorded a one-time noncash charge, net of curtailment gain, of $171 before taxes ($130 after tax) in the Company’s condensed consolidated statement of earnings and comprehensive income.

The Company continues to maintain various other retirement income plans for eligible domestic and international employees.

The following table summarizes the components of net periodic benefit (credit) cost for the Company’s remaining retirement income plans:

	Three months ended				Nine months ended
	3/31/2025		3/31/2024		3/31/2025		3/31/2024
Interest cost	$	1	$	2	$	4	$	10
Expected return on plan assets (1)	—		—		(1)		(2)
Amortization of unrecognized items	—		—		—		3
Curtailment gain	—		—		—		(6)
Settlement (gain) loss	2		—		(2)		178
Total	$	3	$	2	$	1	$	183

(1)The weighted average long-term expected rate of return on plan assets used in computing the fiscal year 2025 net periodic benefit cost is 5.8%.

The net periodic benefit (credit) cost for the Company’s retirement health care plans was $0 and ($1) for the three and nine months ended March 31, 2025, respectively and ($1) for both the three and nine months ended March 31, 2024.

During both the three months ended March 31, 2025 and 2024, the Company made $8 in contributions to its domestic retirement income plans. During both the nine months ended March 31, 2025 and 2024, the Company made $12 in contributions to its domestic retirement income plans.

Service cost component of the net periodic benefit cost, if any, is reflected in employee benefit costs. All other components are reflected in Other (income) expense, net.

NOTE 16. OTHER CONTINGENCIES AND GUARANTEES

Contingencies

The Company is involved in certain environmental matters, including response actions at various locations. The Company recorded liabilities totaling $27 ~~and $28~~ as of ~~March~~both September 3130, 2025 and June 30, ~~2024,~~2025 ~~respectively~~ for its share of aggregate future remediation costs related to these matters.

One matter, which accounted for $12 of the recorded liability as of both ~~March~~September 3130, 2025 and June 30, ~~2024~~2025, relates to environmental costs associated with one of the Company’s former operations at a site located in Alameda County, California. In November 2016, at the request of regulators and with the assistance of environmental consultants, the Company submitted a Feasibility Study that evaluated various options for managing groundwater at the site and included estimates of the related costs. Following further discussions with the regulators in 2017, the Company recorded an undiscounted liability for costs estimated to be incurred over a 30-year period, based on one of the options in the Feasibility Study related to groundwater. In September 2021, as a result of an additional study and further discussions with regulators, the Company submitted a Soil Vapor Intrusion Report to the regulators. In January 2023, the regulators issued a new order directing the Company and the current property owner to conduct a Remedial Investigation and then prepare a Feasibility Study to evaluate and remediate impacts to soil, groundwater, soil vapor and indoor air. While the Company believes its latest estimates of remediation costs (including any related to soil, groundwater, soil vapor and indoor air impacts) are reasonable, the ultimate remediation requirements are not yet finalized and the regulators could require the Company to implement remediation actions for a longer period or take additional actions, which could include estimated undiscounted costs in the aggregate of up to approximately $28 over an estimated 30-year period, or require the Company to take different actions and incur additional costs.

Another matter in Dickinson County, Michigan, at the site of one of the Company’s former operations for which the Company is jointly and severally liable, accounted for $10 of the recorded liability as of both ~~March~~September 3130, 2025 and June 30, ~~2024~~2025. This amount reflects the Company’s agreement to be liable for 24.3% of the aggregate remediation and associated costs for this matter pursuant to a cost-sharing agreement with a third party. If the third party is unable to pay its share of the response and remediation obligations, the Company may be responsible for such obligations. With the assistance of environmental consultants, the Company maintains an undiscounted liability representing its current best estimate of its share of the capital expenditures, maintenance and other costs that may be incurred over an estimated 30-year remediation period. Although it is reasonably possible that the Company’s exposure may exceed the amount recorded for the Dickinson County matter, any amount of such additional exposures, or range of exposures, is not estimable at this time.

1814

NOTE 1611. OTHER CONTINGENCIES AND GUARANTEES (~~continued~~Continued)

expenditures, maintenance and other costs that may be incurred over an estimated 30-year remediation period. Although it is reasonably possible that the Company’s exposure may exceed the amount recorded for the Dickinson County matter, any amount of such additional exposures, or range of exposures, is not estimable at this time.

The Company’s estimated losses related to these matters are sensitive to a variety of uncertain factors, including the efficacy of any remediation efforts, changes in any remediation requirements and the future availability of alternative clean-up technologies. From time to time, the Company is subject to various legal proceedings, claims and other loss contingencies, including, without limitation, loss contingencies relating to contractual arrangements (including costs connected to the transition and unwinding of certain supply and manufacturing relationships), product liability, patents and trademarks, advertising, labor and employment, environmental, health and safety and other matters. With respect to these proceedings, claims and other loss contingencies, while considerable uncertainty exists, in the opinion of management at this time, the ultimate disposition of these matters, to the extent not previously provided for, will not have a material adverse effect, either individually or in the aggregate, on the Company’s condensed consolidated financial statements taken as a whole.

Guarantees

In conjunction with divestitures and other transactions, the Company has provided certain indemnifications (e.g., indemnifications for representations and warranties and retention of previously existing environmental, tax and employee liabilities) that have terms that vary in duration and in the potential amount of the total obligation and, in many circumstances, are not explicitly defined. The Company has not made, nor does it believe that it is probable that it will make, any material payments relating to its indemnifications and believes that any reasonably possible payments would not have a material adverse effect, either individually or in the aggregate, on the Company’s condensed consolidated financial statements taken as a whole.

The Company had not recorded any material liabilities on the aforementioned guarantees as of both ~~March~~September 3130, 2025 and June 30, ~~2024~~2025.

The Company was a party to letters of credit of $1820 as of ~~March~~September 3130, 2025, primarily related to its insurance carriers, of which $0 had been drawn upon.

NOTE 1712. SEGMENT RESULTS

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.

Corporate and Other includes certain non-allocated administrative and other costs and various other non-operating income and expenses, as well as the results of the Better Health VMS business through the date of divestiture. Assets in Corporate and Other include cash and cash equivalents, prepaid expenses and other current assets, property and equipment, operating lease right-of-use assets, other long-term assets and deferred taxes. Corporate and Other includes the results and the Better Health VMS business, through the date of divestiture ~~of September 10, 2024~~.

The principal measure of segment profitability used by ~~management~~the Chief Operating Decision Maker (CODM), identified as the Company's Chair and Chief Executive Officer, is segment adjusted earnings (losses) before interest and income taxes (segment adjusted EBIT). Segment adjusted EBIT is defined as earnings (losses) before income taxes excluding interest income, interest expense and other significant items that are nonrecurring or unusual (such as the pension settlement charge, incremental charges and insurance recoveries related to the August 2023 cyberattack, asset impairments, charges related to the ~~streamlined operating model, charges related to the~~ digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions / divestitures and other nonrecurring or unusual items impacting comparability).

The ~~tables~~CODM ~~below~~uses ~~present~~this ~~reportable~~measure ~~segment~~to ~~information~~assess ~~and~~the aoperating ~~reconciliation~~results and performance of ~~the~~its ~~segment~~segments, ~~information~~monitor actual results as compared to ~~the~~plan, ~~Company’s~~perform ~~consolidated~~analytical ~~net~~comparisons, ~~sales~~identify strategies to improve performance and ~~earnings~~allocate ~~(losses)~~resources ~~before~~to ~~income~~each ~~taxes,~~segment ~~with~~as ~~amounts~~it removes the impact of the items that ~~are~~management believes do not ~~allocated~~directly toreflect the ~~reportable~~performance ~~segments~~of ~~reflected~~each insegment’s ~~Corporate~~underlying ~~and Other~~operations.

1915

NOTE 1712. SEGMENT RESULTS (Continued)

	Net sales
	Three months ended				Nine months ended
	3/31/2025		3/31/2024		3/31/2025		3/31/2024
Health and Wellness	$	630	$	609	$	1,956	$	1,833
Household	469		526		1,362		1,353
Lifestyle	306		315		964		947
International	263		310		796		891
Reportable segment total	$	1,668	$	1,760	$	5,078	$	5,024
Corporate and Other	—		54		38		166
Total	$	1,668	$	1,814	$	5,116	$	5,190
	Segment adjusted EBIT
	Three months ended				Nine months ended
	3/31/2025		3/31/2024		3/31/2025		3/31/2024
Health and Wellness	$	169	$	154	$	597	$	517
Household	61		74		169		162
Lifestyle	60		64		196		192
International	31		38		87		104
Reportable segment total	$	321	$	330	$	1,049	$	975
Corporate and Other	(55)		(70)		(193)		(238)
Total	$	266	$	260	$	856	$	737
Interest income	2		4		7		21
Interest expense	(23)		(22)		(66)		(69)
Loss on divestiture (1)	—		(240)		(118)		(240)
Pension settlement charge (2)	—		—		—		(171)
Cyberattack costs, net of insurance recoveries (3)	35		(8)		70		(57)
Streamlined operating model (4)	—		(10)		—		(13)
Digital capabilities and productivity enhancements investment (5)	(26)		(26)		(81)		(85)
Earnings before income taxes	$	254	$	(42)	$	668	$	123

Net sales by segment and a reconciliation to the Company’s consolidated net sales for the three months ended September 30:

(1)Represents losses on divestiture of the Better Health VMS and Argentina businesses corresponding to Corporate and Other and International, respectively. See Note 3 for additional details related to the divestitures.


	Net sales
	Three months ended
	9/30/2025		9/30/2024
Health and Wellness	$	565	$	698
Household	362		447
Lifestyle	245		320
International	253		259
Reportable segment total	$	1,425	$	1,724
Corporate and Other	4		38
Total	$	1,429	$	1,762

(2)Represents costs related to the settlement of the domestic qualified pension plan corresponding to Corporate and Other. See Note 15 for additional details related to the pension settlement.

	Three months ended		Nine months ended
	3/31/2025		3/31/2024		3/31/2025		3/31/2024
Health and Wellness	—	%	18	%	—	%	15	%
Household	—		12		—		11
Lifestyle	—		—		—		11
International	—		—		—		4
Corporate and Other	100		70		100		59
Total	100	%	100	%	100	%	100	%

(4)Represents restructuring and related implementation costs, net for the streamlined operating model of $10 and $13 for the three and nine months ended March 31, 2024, respectively, primarily corresponding to Corporate and Other.

(5)Represents expenses related to the Company’s digital capabilities and productivity enhancements investment corresponding to Corporate and Other.

NOTE 17. SEGMENT RESULTS (Continued)

All intersegment sales are eliminated and are not included in the Company’s reportable segments’ net sales.

~~Net~~Segment ~~sales~~adjusted ~~to the Company’s largest customer~~EBIT, ~~Walmart~~including ~~Inc.~~the ~~and~~significant ~~its~~segment ~~affiliates,~~expense asprovided ato ~~percentage~~the ~~of consolidated net sales~~CODM, ~~were 27%~~ and ~~26%~~a ~~for~~reconciliation ~~the~~to ~~three~~earnings ~~and~~before ~~nine~~income ~~months~~taxes ~~ended March 31, 2025, respectively, and 25%~~ for ~~both~~ the three ~~and nine~~ months ended ~~March 31,~~September ~~2024.~~30:

	Net sales
	Segment adjusted earnings (losses) before interest and income taxes
	Three months ended						Nine months ended
	Three months ended September 30, 2025
	3/31/2025			3/31/2024			3/31/2025			3/31/2024
	Health and Wellness			Household			Lifestyle			International			Total
Cleaning	33		%	29		%	33		%	30		%
Net sales	$	565		$	362		$	245		$	253
Professional Products	5			5			5			5
Cost of products sold	291			246			126			165
Health and Wellness	38		%	34		%	38		%	35		%
Other segment items (1)	150			89			81			69
Bags and Wraps	12			12			12			12
Segment adjusted EBIT	$	124		$	27		$	38		$	19		$	208
Cat Litter	8			8			9			9
Corporate and Other													(48)
Grilling	8			9			6			6
Interest income													2
Household	28		%	29		%	27		%	27		%
Interest expense													(23)
Food	11			10			11			10
Digital capabilities and productivity enhancements investment (2)													(32)
Water Filtration	4			4			4			4
Earnings before income taxes													$	107
Natural Personal Care	3			3			4			4
Lifestyle	18		%	17		%	19		%	18		%
International	16		%	17		%	15		%	17		%
Corporate and Other	—		%	3		%	1		%	3		%
Total	100		%	100		%	100		%	100		%

21(1)Other segment items includes selling, general and administrative expenses, advertising costs, research and development costs and other income and expenses. The charges defined in segment adjusted EBIT above are excluded from other segment items and Corporate and Other.

(2)Represents expenses related to the Company’s digital capabilities and productivity enhancements investment corresponding to Corporate and Other.

NOTE 12. SEGMENT RESULTS (Continued)


	Segment adjusted earnings (losses) before interest and income taxes
	Three months ended September 30, 2024
	Health and Wellness		Household		Lifestyle		International		Total
Net sales	$	698	$	447	$	320	$	259
Cost of products sold	322		289		157		158
Other segment items (1)	141		98		97		66
Segment adjusted EBIT	$	235	$	60	$	66	$	35	$	396
Corporate and Other									(64)
Interest income									3
Interest expense									(21)
Loss on divestiture (2)									(118)
Cyberattack costs, net of insurance recoveries (3)									10
Digital capabilities and productivity enhancements investment (4)									(29)
Earnings before income taxes									$	177

(1)Other segment items includes selling, general and administrative expenses, advertising costs, research and development costs and other income and expenses. The charges defined in segment adjusted EBIT above are excluded from other segment items and Corporate and Other.

(2)Represents the loss on divestiture of the Better Health VMS business corresponding to Corporate and Other. See Note 3 for additional details related to the divestiture.

(3)Represents insurance recoveries related to the cyberattack corresponding to Corporate and Other. See Note 9 for further discussion.

(4)Represents expenses related to the Company’s digital capabilities and productivity enhancements investment corresponding to Corporate and Other.

Certain other segment disclosures were as follows:


	Health and Wellness		Household		Lifestyle		International		Corporate and Other		Total Company
Total assets
Balance as of 9/30/2025	$	1,161	$	1,060	$	1,108	$	1,318	$	881	$	5,528
Balance as of 6/30/2025	1,217		1,091		1,103		1,329		821		5,561
(Income) Loss from equity investees included in Other (income) expense, net

Three months ended 9/30/2025	—		—		—		(1)		—		(1)
Three months ended 9/30/2024	—		—		—		(2)		—		(2)


Capital expenditures
Three months ended 9/30/2025	7		17		7		3		2		36
Three months ended 9/30/2024	9		18		7		2		3		39


Depreciation and amortization
Three months ended 9/30/2025	14		21		7		10		4		56
Three months ended 9/30/2024	14		19		6		10		5		54


Significant noncash charges included in earnings before interest and income taxes:
Stock-based compensation
Three months ended 9/30/2025	4		3		2		1		—		10
Three months ended 9/30/2024	4		3		2		2		2		13

NOTE 12. SEGMENT RESULTS (Continued)

Net sales to the Company’s largest customer, Walmart Inc. and its affiliates, as a percentage of consolidated net sales, was 26% for both the three months ended September 30, 2025 and 2024, respectively.

The following table provides Net sales as a percentage of the Company’s consolidated net sales, disaggregated by operating segment, for the periods indicated:


	Net sales
	Three months ended
	9/30/2025		9/30/2024
Cleaning	35	%	34	%
Professional Products	5		6
Health and Wellness	40	%	40	%
Bags and Wraps	11		11
Cat Litter	9		9
Grilling	5		5
Household	25	%	25	%
Food	9		10
Water Filtration	5		5
Natural Personal Care	3		3
Lifestyle	17	%	18	%
International	18	%	15	%
Corporate and Other	—	%	2	%
Total Company	100	%	100	%

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Clorox Company
(Dollars in millions, except per share data)

Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to provide a reader of The Clorox Company’s (the Company or Clorox) financial statements with a narrative from the perspective of management on the Company’s financial condition, results of operations, liquidity and certain other factors that may affect future results. The following discussion of the Company’s financial condition and results of operations should be read in conjunction with MD&A and the condensed consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, ~~2024~~2025, which was filed with the SEC on August 8, ~~2024~~2025, and the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q (this Report). Unless otherwise noted, MD&A compares the three ~~and nine~~ month period ended ~~March~~September 3130, 2025 (the current period) to the three ~~and nine~~ month period ended ~~March~~September 3130, 2024 (the prior period), with percentage and basis point calculations based on rounded numbers, except for per share data and the effective tax rate.

EXECUTIVE OVERVIEW

The Clorox Company is a leading multinational manufacturer and marketer of consumer and professional products with approximately 7,~~400~~600 employees worldwide. 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. The Company also markets industry-leading products and technologies for professional customers, including those sold under the CloroxPro™ and Clorox Healthcare® brand names.

The Company primarily markets its leading brands in midsized categories considered to be financially attractive. Most of the Company’s products compete with other nationally advertised brands within each category and with “private label” brands. About 80% of the Company’s sales are generated from brands that hold the No. 1 or No. 2 market share position in their categories.

•Health and Wellness consists of cleaning, disinfecting and professional products ~~mainly~~ 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.

2219

RECENT EVENTS AFFECTING THE COMPANY

For the fiscal quarter ended ~~March~~September 3130, 2025, the Company continues to monitor macroeconomic conditions as a result of volatility in capital markets and developments in international trade policy. These evolving challenges contributed to a highly dynamic operating environment as the Company continued its efforts to drive growth, rebuild margins and drive its transformation.

~~The~~While ~~risks~~inflationary ofheadwinds ~~future~~have ~~negative~~moderated, consumers continue to feel pressure as continued macroeconomic uncertainty impacts ~~due~~spending and prices remain elevated. United States trade policies continue to ~~transportation~~evolve, ~~logistical~~including new or ~~supply~~increased ~~constraints~~tariffs on product imports from certain countries. These, and ~~higher~~any ~~commodity~~future ~~costs~~new ~~for~~or ~~certain~~additional ~~raw~~tariffs, ~~materials~~as ~~remain~~well ~~present~~as any associated retaliatory measures taken by other countries, may impact the macroeconomic environment, consumers, suppliers and the Company’s ~~continues~~business. toThough ~~experience~~the ~~corresponding~~Company ~~incremental~~has ~~costs~~ and ~~gross~~will ~~margin~~continue ~~pressures.~~to ~~While~~take ~~inflationary~~action ~~headwinds~~to ~~have~~mitigate ~~moderated~~such impacts, ~~consumers~~the ~~continue~~Company toanticipates ~~feel~~that ~~pressure~~the asoperating ~~continued~~environment ~~macroeconomic~~will ~~uncertainty~~remain ~~impacts~~volatile ~~spending.~~and challenging.

~~During~~The ~~the~~impact ~~quarter,~~of ~~the~~continued ~~United~~volatility ~~States~~in ~~announced~~macroeconomic ~~trade~~conditions ~~policies~~and ~~which~~geopolitical ~~included~~instability, ~~new~~including orongoing ~~increased~~conflicts ~~tariffs~~in onthe ~~product~~Middle ~~imports~~East ~~from~~and aUkraine, ~~wide~~the ~~range~~potential offor ~~countries~~escalation in hostilities between the U.S. ~~These~~and Iran, and ~~any~~rising ~~future~~tensions ~~new~~between orChina ~~additional~~and ~~tariffs~~Taiwan, asactual ~~well~~and aspotential ~~any~~shifts ~~associated~~in ~~retaliatory~~U.S. ~~measures~~and ~~taken~~foreign bytrade, economic and other ~~countries~~policies, ~~may~~have ~~impact~~increased ~~the~~global macroeconomic ~~environment,~~and ~~consumers,~~political ~~suppliers~~uncertainty ~~and~~regarding the ~~Company’s~~duration ~~business.~~and ~~While~~resolution of the ~~Company~~conflicts, ~~has~~the potential escalation of tensions and ~~will~~potential ~~continue~~economic toand ~~take~~global ~~action~~trade and supply chain disruptions. These factors are difficult to ~~mitigate~~predict ~~such~~considering ~~impacts,~~the rapidly evolving landscape as the Company ~~anticipates~~continues ~~the~~to ~~operating~~expect ~~environment~~a ~~will~~variable ~~remain~~operating ~~volatile~~environment ~~and~~going ~~challenging~~forward.

The Company ~~will~~has ~~continue~~not toexperienced ~~invest~~significant disruptions in its ~~brands,~~operations ~~capabilities~~during ~~and~~the ~~people~~first toquarter ~~deliver~~of ~~consistent,~~fiscal ~~profitable~~year ~~growth over time~~2026. ~~The~~However, ~~Company~~the ~~completed~~risks ~~implementation~~ of ~~the~~future ~~new~~negative ~~streamlined~~impacts ~~operating~~due ~~model~~to intransportation, ~~fiscal~~logistical ~~year~~or ~~2024,~~supply ~~which~~constraints ~~continues~~and tohigher ~~generate~~commodity ~~annual~~costs ~~cost~~for ~~savings~~certain inraw ~~fiscal~~materials ~~year~~remain ~~2025~~present, and ~~beyond. The recent divestitures of~~ the Company’s ~~Argentina~~continues ~~and Better Health VMS businesses reflect its commitment~~ to ~~continue~~experience ~~evolving~~corresponding ~~its~~incremental ~~portfolio~~costs ~~to reduce volatility, accelerate sales growth~~ and ~~structurally~~gross ~~improve~~margin ~~margins~~pressures.

The Company's transformation efforts continued into fiscal year 2026. The Company has ~~recovered~~begun ~~from~~transitioning core U.S. operations to the ~~August~~new ~~2023~~enterprise ~~cyberattack~~resource ~~which~~planning ~~had~~system ~~significant~~(ERP) ~~impacts~~as topart of the continuing phased implementation of its ~~operations~~technology transformation. As expected, the Company is in the stabilization phase and ~~results~~has experienced some sales timing impacts in the current and previous quarter. The Company remains on track to complete implementation this fiscal year. ~~2024~~The total incremental transformational investment is expected to be approximately $580 million. ~~For~~The ~~further~~digital ~~information~~foundation onprovided by the ~~incident,~~Company’s ~~see~~new ~~Notes~~ERP tosupports ~~Condensed~~its ~~Consolidated~~long-term ~~Financial~~financial ~~Statements~~goals through modernized capabilities that accelerate growth and deliver stronger efficiencies.

~~The~~For ~~impact~~the remainder of ~~continued~~fiscal ~~volatility~~year ~~in macroeconomic conditions and geopolitical instability~~2026, ~~including~~the ~~ongoing~~Company ~~conflicts~~anticipates inthat the ~~Middle~~operating ~~East~~environment ~~and~~will ~~Ukraine,~~remain ~~rising~~volatile ~~tensions between China~~ and ~~Taiwan~~challenging ~~and~~as ~~actual~~consumers ~~and~~may ~~potential~~face ~~shifts~~greater inpressure ~~U.S.~~as ~~and~~continued ~~foreign trade, economic and other policies, have increased global~~ macroeconomic ~~and political~~ uncertainty ~~regarding~~impacts ~~the duration and resolution of the conflicts, the potential escalation of tensions and potential economic and global trade and supply chain disruptions~~spending. ~~These~~The ~~factors~~Company ~~are~~will ~~difficult~~continue to ~~predict~~invest ~~considering~~in ~~the~~its ~~rapidly~~brands, ~~evolving~~capabilities ~~landscape~~and aspeople ~~the Company continues~~ to ~~expect~~deliver aconsistent, ~~variable~~profitable ~~operating~~growth ~~environment~~over ~~going forward~~time.

For further discussion, refer to Item 1.A, “Risk Factors” of this report and “Risk Factors” included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, ~~2024~~2025.

2320

RESULTS OF OPERATIONS

CONSOLIDATED RESULTS

Three months ended

~~Nine months ended~~

3/31/2025

3/31/2024

% Change

3/31/2025

3/31/2024

% Change

9/30/2025

9/30/2024

% Change

Net sales

1,~~668~~429

1,~~814~~762

(819)

~~5,116~~

~~5,190~~

~~(1)~~

	Three months ended March 31, 2025
	Three months ended September 30, 2025
	Percentage change versus the year-ago period
	Reported (GAAP) Net Sales Growth / (Decrease)		Reported Volume		Acquisitions & Divestitures (1)		Foreign Exchange Impact		Price/Mix/ Other (2)		Organic Sales Growth / (Decrease) (Non-GAAP) (3)		Organic Volume (4)
Health and Wellness	3(19)	%	7(16)	%	—	%	—	%	(43)	%	3(19)	%	7(16)	%
Household	(1119)		(918)		—		—		(21)		(1119)		(918)
Lifestyle	(323)		(222)		—		—		(1)		(323)		(222)
International (4)	(15)		(15)		(14)		(3)		3		2		1
International	(2)		(2)		—		—		—		(2)		(2)
Total Company (4)(5)	(819)	%	(718)	%	(52)	%	~~(1)~~—	%	—(1)	%	(217)	%	—(15)	%
	Nine months ended March 31, 2025
	Percentage change versus the year-ago period
	Reported (GAAP) Net Sales Growth / (Decrease)		Reported Volume		Acquisitions & Divestitures (1)		Foreign Exchange Impact		Price/Mix/Other (2)		Organic Sales Growth / (Decrease) (Non-GAAP) (3)		Organic Volume (4)
Health and Wellness	7	%	9	%	—	%	—	%	(2)	%	7	%	9	%
Household	1		2		—		—		(1)		1		2
Lifestyle	2		3		—		—		(1)		2		3
International (4)	(11)		(11)		(14)		(3)		3		6		6
Total Company (4)(5)	(1)	%	(1)	%	(5)	%	—	%	—	%	4	%	5	%

(1)The divestiture impact is calculated as net sales from the ~~Argentina and~~ Better Health VMS ~~businesses~~business after the ~~respective~~ sale ~~dates~~date in the three ~~and nine~~ month year-ago ~~periods~~period.

(2)This represents the net impact on net sales growth / (decrease) from pricing actions, mix, trade promotion spending, mix from acquisitions and divestitures and other factors. In the three months ended ~~March~~September 3130, 2025, the impact from divestiture mix was ~~2% for both International and Total Company. In the nine months ended March 31, 2025, the impact from divestiture mix was 3% and~~ 1% for ~~International and~~ Total Company~~, respectively~~.

(3)Organic sales growth / (decrease) is defined as net sales growth / (decrease) excluding the effect of any acquisitions and divestitures and foreign exchange rate changes. See “Non-GAAP Financial Measures” below for reconciliation of organic sales growth / (decrease) to net sales growth / (decrease), the most directly comparable GAAP financial measure.

(4)Organic volume represents volume excluding the effect of any acquisitions and divestitures. In the three months ended ~~March~~September 3130, 2025, the volume impact of divestitures was (163)% ~~and (7)%~~ for ~~International and~~ Total Company~~, respectively~~. ~~In the nine months ended March 31, 2025, the volume impact of divestitures was (17)% and (6)% for International and Total Company, respectively.~~

(5)Total Company includes Corporate and Other. Corporate and Other includes the results of the Better Health VMS business through the date of divestiture.

Net sales and volume in the current ~~three month~~ period decreased by 819% and 718%, respectively, ~~primarily~~driven ~~due~~by lower shipments in the current period following the incremental shipments related to the ~~divestitures~~ERP oftransition in the ~~Better~~fourth ~~Health~~quarter ~~VMS~~of ~~and~~fiscal ~~Argentina~~year ~~businesses~~2025.

Net sales and volume in the current nine month period both decreased by 1%, primarily due to the divestitures of the Better Health VMS and Argentina businesses, partially offset by lapping impacts from the cyberattack and retail inventory restoration.


	Three months ended
	9/30/2025			9/30/2024			% Change
Gross profit	$	596		$	807		(26)	%
Gross margin	41.7		%	45.8		%

24Gross margin decreased by 410 basis points in the current period from 45.8% to 41.7%. The decrease was primarily driven by lower volume and higher manufacturing and logistics costs, partially offset by cost savings.

RESULTS OF OPERATIONS (Continued)

	Three months ended								Nine months ended
	3/31/2025			3/31/2024			% Change		3/31/2025			3/31/2024			% Change
Gross profit	$	744		$	766		(3)	%	$	2,289		$	2,164		6	%
Gross margin	44.6		%	42.2		%			44.7		%	41.7		%

Gross margin increased by 240 basis points in the current three month period from 42.2% to 44.6%. The increase was primarily driven by cost savings and the benefits from the divestitures of the Better Health VMS and Argentina businesses.

Gross margin increased by 300 basis points in the current nine month period from 41.7% to 44.7%. The increase was primarily driven by cost savings, and the net impacts of higher volume and the divestitures of the Better Health VMS and Argentina businesses, partially offset by unfavorable mix.

Expenses

	Three months ended
							% of Net Sales
	3/31/2025		3/31/2024		% Change		3/31/2025		3/31/2024
	9/30/2025		9/30/2024		% Change		9/30/2025		9/30/2024
Selling and administrative expenses	$	~~267~~277	$	~~301~~281	(111)	%	1619.04	%	1615.69	%
Advertising costs	~~207~~166		~~215~~201		(417)		1211.46		11.94
Research and development costs	2728		3231		(1610)		12.60		1.8
	Nine months ended
							% of Net Sales
	3/31/2025		3/31/2024		% Change		3/31/2025		3/31/2024
Selling and administrative expenses	$	828	$	899	(8)	%	16.2	%	17.3	%
Advertising costs	599		566		6		11.7		10.9
Research and development costs	89		93		(4)		1.7		1.8

Selling and administrative expenses, as a percentage of net sales, ~~decreased~~increased by 60350 basis points, ~~and~~while ~~110~~dollars ~~basis~~were ~~points~~essentially flat in the current ~~three~~period ~~and nine month periods, respectively,~~ versus the prior ~~periods~~period. The ~~dollar~~increase ~~decrease~~ in selling and administrative expenses inas ~~the~~a ~~current~~percentage ~~three~~of ~~month~~net ~~period~~sales was primarily due to ~~the impact from the divestitures and~~ lower ~~incentive~~net ~~compensation~~sales ~~expense~~ in the current period. ~~The~~related ~~dollar decrease in selling and administrative expenses in the current nine month period was primarily due~~ to the ~~impact~~ERP ~~from divestitures in the current period and incremental costs resulting from the cyberattack in the prior period~~transition. ~~For further information on the cyberattack, see Notes to Condensed Consolidated Financial Statements.~~

Advertising costs, as a percentage of net sales, increased by 50 basis and 80 basis points in the current three and nine month periods, respectively, versus the prior periods. The increase in advertising costs reflects the Company’s continued support behind its brands. The Company’s U.S. retail advertising spend as a percentage of net sales increased from 12% to 14% versus the prior three month period.21

Research and development costs, as a percentage of net sales, decreased by 20 basis points in the current three month period and were essentially flat in the current nine month period as compared to the prior periods, while dollars decreased in both periods. The Company continues to invest behind product innovation and cost savings.

RESULTS OF OPERATIONS (Continued)

Advertising ~~Loss~~costs, onas ~~divestiture,~~a ~~pension~~percentage ~~settlement~~of ~~charge~~net sales, ~~interest~~increased ~~expense,~~by ~~other~~20 ~~(income)~~basis ~~expense~~points in the current period versus the prior period, while dollars decreased. The increase in advertising costs as a percentage of net ~~and~~sales was primarily due to lower net sales in the ~~effective~~current ~~tax~~period ~~rate~~related onto ~~earnings~~the ~~(losses)~~ERP transition. The Company continues to support its brands. The Company’s U.S. retail advertising investments as a percentage of net sales increased from 12% to 13% versus the prior period.

	Three months ended						Nine months ended
	3/31/2025			3/31/2024			3/31/2025			3/31/2024
Loss on divestiture	$	—		$	240		$	118		$	240
Pension settlement charge	—			—			—			171
Interest expense	23			22			66			69
Other (income) expense, net	(34)			(2)			(79)			3
Effective tax rate on earnings (losses)	24.8		%	(18.6)		%	26.9		%	41.9		%

Research and development costs, as a percentage of net sales, increased by 20 basis points in the current period as compared to the prior period, while dollars were essentially flat. The increase in research and development costs as a percentage of net sales was primarily due to lower net sales in the current period related to the ERP transition. The Company continues to invest in product innovation and cost savings.

Loss on divestiture, ofinterest ~~$240~~expense, inother ~~the~~(income) ~~prior~~expense, ~~three~~net and ~~nine month periods reflected~~ the ~~loss~~effective ontax ~~the~~rate ~~divestiture of the Argentina business. The loss~~ on ~~divestiture~~earnings ~~of $118 in the current nine month period reflects the divestiture of the Better Health VMS business. See Notes to Condensed Consolidated Financial Statements for further information.~~

Pension settlement charge of $171 in the prior nine month period reflected the settlement of the domestic qualified pension plan. See Notes to Condensed Consolidated Financial Statements for further information.


	Three months ended
	9/30/2025			9/30/2024
Loss on divestiture	$	—		$	118
Interest expense	23			21
Other (income) expense, net	(5)			(22)
Effective tax rate on earnings	23.4		%	41.8		%

~~Other~~Loss ~~(income)~~on ~~expense,~~divestiture ~~net~~of ~~was (~~$~~34)~~118 ~~and ($2)~~ in the ~~current and~~ prior ~~three~~period ~~month~~reflected ~~periods, respectively, and ($79) and $3 in~~ the ~~current~~loss ~~and~~on ~~prior nine month periods, respectively. The variance between~~ the ~~current~~divestiture ~~and prior three month periods was primarily due to the benefit~~ of ~~insurance recoveries related to~~ the ~~cyberattack~~Better inHealth ~~the~~VMS ~~current period~~business. ~~The~~See ~~variance~~notes ~~between the current and prior nine month periods was primarily due~~ to ~~the~~condensed ~~benefit~~consolidated offinancial ~~insurance~~statements ~~recoveries~~for ~~related to the cyberattack in the current period and unfavorable foreign exchange rates primarily related to Argentina in the prior period. For~~ further information ~~on the cyberattack, see Notes to Condensed Consolidated Financial Statements~~.

~~The~~Other ~~effective tax rate on earnings~~ (~~losses~~income) ~~was 24.8% and 26.9% for the current three and nine month periods~~expense, ~~respectively,~~net ~~and~~was (~~18.6~~$5)% and ~~41.9%~~($22) ~~for~~in the ~~prior~~current ~~three~~ and ~~nine~~prior ~~month~~ periods, respectively. The ~~change~~variance inbetween ~~tax rate on earnings in~~ the current ~~three~~and ~~month period as compared to the~~ prior ~~period~~periods was primarily ~~driven~~due ~~by the divestiture of the Argentina business and a legal entity reorganization both in the prior period. The change in tax rate on earnings in the current nine month period as compared~~ to ~~the~~lapping ~~prior period was primarily driven by~~ the ~~divestiture~~benefit of ~~the~~insurance ~~Argentina~~recoveries ~~business~~mainly ~~and~~related ato ~~legal entity reorganization both in~~ the ~~prior~~cyberattack ~~period, and the nondeductibility of the loss on the divestiture of the Better Health VMS business~~ in ~~the~~fiscal ~~current~~year ~~period~~2024.

~~Diluted~~The ~~net~~effective tax rate on earnings ~~(losses)~~was ~~per~~23.4% ~~share~~and 41.8% for the current and prior periods, respectively.The higher tax rate in the prior period as compared to the current period was primarily driven by the nondeductibility of the loss on the divestiture of the Better Health VMS business in the prior period.

	Three months ended						Nine months ended
	3/31/2025		3/31/2024		% Change		3/31/2025		3/31/2024		% Change
Diluted net earnings (losses) per share	$	1.50	$	(0.41)	466	%	$	3.84	$	0.52	638	%

Diluted net earnings per share

Diluted net earnings (losses) per share (EPS) increased by $1.91, or 466%, in the current three month period, primarily due to the loss relating to the Argentina divestiture in the prior period, higher gross margin and the benefits of cyberattack insurance recoveries in the current period, partially offset by lower net sales in the current period.


	Three months ended
	9/30/2025		9/30/2024		% Change
Diluted net earnings per share	$	0.65	$	0.80	(19)	%

Diluted net earnings per share (EPS) ~~increased~~decreased by $30.3215, or ~~638~~19%, in the current ~~nine month~~ period, primarily due to ~~losses~~lower ~~on the divestiture of the Argentina business and pension settlement charge in the prior period and the~~ net ~~impacts~~sales ~~of higher volume and the divestitures of the Better Health VMS and Argentina businesses, the benefits of cyberattack insurance recoveries and cost savings~~ in the current period, partially offset by the loss relating to the divestiture of the Better Health VMS business, ~~unfavorable mix and higher advertising investments all~~ in the ~~current~~prior period.

2622

SEGMENT RESULTS

The following presents the results of the Company’s reportable segments and Corporate and Other. See ~~Notes~~notes to ~~Condensed~~condensed ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements for further discussion of the principal measure of segment profitability used by management, segment adjusted earnings (losses) before interest and income taxes (segment adjusted EBIT):

Net sales

Three months ended

~~Nine months ended~~

3/31/2025

3/31/2024

3/31/2025

3/31/2024

9/30/2025

9/30/2024

Health and Wellness

~~630~~565

~~609~~698

~~1,956~~

~~1,833~~

Household

~~469~~362

~~526~~447

~~1,362~~

~~1,353~~

Lifestyle

~~306~~245

~~315~~320

~~964~~

~~947~~

International

~~263~~253

~~310~~259

~~796~~

~~891~~

Reportable segment total

~~1,668~~$

1,425

~~1,760~~$

1,724

~~5,078~~

~~5,024~~

Corporate and Other

—4

5438

~~166~~

Total

1,~~668~~429

1,~~814~~762

~~5,116~~

~~5,190~~

	Segment adjusted EBIT (1)
	Three months ended				~~Nine months ended~~
	3/31/2025		3/31/2024		3/31/2025		3/31/2024
	9/30/2025		9/30/2024
Health and Wellness	$	~~169~~124	$	~~154~~235	$	~~597~~	$	~~517~~
Household	6127		7460		~~169~~		~~162~~
Lifestyle	6038		6466		~~196~~		~~192~~
International	3119		3835		87		~~104~~
Reportable segment total	~~321~~$	208	~~330~~$	396	~~1,049~~		~~975~~
Corporate and Other	(5548)		(7064)		~~(193)~~		~~(238)~~
Total	$	~~266~~160	$	~~260~~332	$	~~856~~	$	~~737~~
Interest income	2		43		7		21
Interest expense	(23)		(2221)		~~(66)~~		~~(69)~~
Loss on divestiture	—		(~~240~~118)		~~(118)~~		~~(240)~~
Pension settlement charge	—		—		—		(171)
Cyberattack costs, net of insurance recoveries	—		10
Cyberattack costs, net of insurance recoveries	35		(8)		70		(57)
Digital capabilities and productivity enhancements investment	(32)		(29)
Streamlined operating model	—		(10)		—		(13)
Earnings before income taxes	$	107	$	177
Digital capabilities and productivity enhancements investment	(26)		(26)		(81)		(85)
Earnings before income taxes	$	254	$	(42)	$	668	$	123

(1)See “Non-GAAP Financial Measures” below for reconciliation of segment adjusted EBIT to earnings before income taxes, the most directly comparable GAAP financial measure.

2723

SEGMENT RESULTS (Continued)

Health and Wellness

Three months ended

~~Nine months ended~~

3/31/2025

3/31/2024

% Change

3/31/2025

3/31/2024

% Change

9/30/2025

9/30/2024

% Change

Net sales

~~630~~565

~~609~~698

3(19)

~~1,956~~

~~1,833~~

Segment adjusted EBIT

~~169~~124

~~154~~235

10(47)

~~597~~

~~517~~

Volume, net sales and segment adjusted EBIT ~~increased~~decreased by 716%, 319% and 1047%, respectively, during the current ~~three month~~ period. The volume ~~increase~~decrease was primarily due to ~~strong~~lower ~~consumption~~shipments ~~supported~~in bythe ~~merchandising~~current ~~activities~~period following the incremental shipments related to the ERP transition in ~~Cleaning~~the fourth quarter of fiscal year 2025. The variance between volume and net sales was primarily due to unfavorable price mix. The ~~increase~~decrease in segment adjusted EBIT was primarily due to lower ~~manufacturing and logistics costs, higher~~ net sales and ~~cost~~higher ~~savings,~~manufacturing ~~partially~~and ~~offset~~logistics ~~by higher advertising investments~~costs.

Household

Volume, net sales and segment adjusted EBIT increased by 9%, 7% and 15%, respectively, during the current nine month period. The volume increase was primarily due to lapping impacts from the cyberattack and retail inventory restoration. The variance between volume and net sales was primarily due to unfavorable price mix. The increase in segment adjusted EBIT in the current period was primarily due to higher net sales, cost savings and lower manufacturing and logistics costs, partially offset by higher advertising investments.


	Three months ended
	9/30/2025		9/30/2024		% Change
Net sales	$	362	$	447	(19)	%
Segment adjusted EBIT	27		60		(55)

	Three months ended						Nine months ended
	3/31/2025		3/31/2024		% Change		3/31/2025		3/31/2024		% Change
Net sales	$	469	$	526	(11)	%	$	1,362	$	1,353	1	%
Segment adjusted EBIT	61		74		(18)		169		162		4

Volume, net sales and segment adjusted EBIT decreased by 18%, 19% and 55%, respectively, during the current period. The volume decrease was primarily due to lower shipments in the current period following the incremental shipments related to the ERP transition in the fourth quarter of fiscal year 2025. The decrease in segment adjusted EBIT was mainly due to lower net sales.

Volume, net sales and segment adjusted EBIT decreased by 9%, 11% and 18%, respectively, during the current three month period. The volume decrease was primarily due to lower consumption and the timing of shipments in Grilling. The variance between volume and net sales was primarily due to unfavorable price mix. The decrease in segment adjusted EBIT was mainly due to lower net sales partially offset by cost savings.

Volume, net sales and segment adjusted EBIT increased by 2%, 1% and 4%, respectively, during the current nine month period. The volume increase was primarily due to lapping impacts from the cyberattack and retail inventory restoration. The increase in segment adjusted EBIT was mainly due to cost savings and higher volume, partially offset by both unfavorable mix and commodity costs.

Lifestyle

Three months ended

~~Nine months ended~~

3/31/2025

3/31/2024

% Change

3/31/2025

3/31/2024

% Change

9/30/2025

9/30/2024

% Change

Net sales

~~306~~245

~~315~~320

(323)

~~964~~

~~947~~

Segment adjusted EBIT

6038

6466

(642)

~~196~~

~~192~~

Volume, net sales and segment adjusted EBIT decreased by 222%, 323% and 642%, respectively, during the current ~~three month~~ period. The volume decrease was primarily due to lower ~~consumption~~shipments in the current period following the incremental shipments related to the ERP transition in the fourth quarter of fiscal year 2025. The decrease in segment adjusted EBIT was primarily due to lower net sales, partially offset by lower advertising investments as compared to the prior period.

International

Volume increased by 3% and both net sales and segment adjusted EBIT increased by 2%, during the current nine month period. The volume increase was primarily due to lapping impacts from the cyberattack and retail inventory restoration. The increase in segment adjusted EBIT was primarily due to favorable commodity costs and higher net sales, partially offset by higher advertising investments.


	Three months ended
	9/30/2025		9/30/2024		% Change
Net sales	$	253	$	259	(2)	%
Segment adjusted EBIT	19		35		(46)

28Both volume and net sales decreased by 2%, and segment adjusted EBIT decreased by 46% during the current period. The volume decrease was primarily due to lower shipments in the current period following the incremental shipments related to the ERP transition in the fourth quarter of fiscal year 2025. The decrease in segment adjusted EBIT was primarily due to higher manufacturing and logistics costs.

SEGMENT RESULTS (Continued)

	Three months ended						Nine months ended
	3/31/2025		3/31/2024		% Change		3/31/2025		3/31/2024		% Change
Net sales	$	263	$	310	(15)	%	$	796	$	891	(11)	%
Segment adjusted EBIT	31		38		(18)		87		104		(16)

Both volume and net sales decreased by 15% during the current three month period, primarily due to the Argentina divestiture. Segment adjusted EBIT decreased by 18% during the current three month period, primarily due to the Argentina divestiture partially offset by cost savings.

Both volume and net sales decreased by 11% and segment adjusted EBIT decreased by 16% in the current nine month period. The volume decrease was primarily due to the Argentina divestiture partially offset by lapping impacts from the cyberattack and retail inventory restoration. The decrease in segment adjusted EBIT was primarily due to the Argentina divestiture.

Corporate and Other

Corporate and Other includes certain non-allocated administrative and other costs, various other non-operating income and expenses, as well as the results of the Better Health VMS business, through the date of divestiture.

	Three months ended						~~Nine months ended~~
	3/31/2025		3/31/2024		% Change		3/31/2025		3/31/2024		% Change
	9/30/2025		9/30/2024		% Change
Net Sales	$	—4	$	5438	(~~100~~89)	%	$	38	$	~~166~~	~~(77)~~	%
Segment adjusted EBIT	(5548)		(7064)		2125		~~(193)~~		~~(238)~~		19

Net sales decreased by ~~100~~89% ~~and 77%~~ in the current three ~~and nine~~ month ~~periods,~~period ~~respectively,~~ due to the divestiture of the Better Health VMS business in the first quarter of fiscal year 2025.

Segment adjusted EBIT increased by 2125% ~~and 19%~~ in the current three ~~and nine~~ month ~~periods, respectively~~period. The increase in segment adjusted EBIT in the current three month period was primarily due to ~~lower~~reductions ~~Better~~in ~~Health~~employee ~~VMS~~related ~~operating~~ expenses ~~in the current period due to the divestiture. The increase in segment adjusted EBIT in the current nine month period was~~ primarily due to ~~foreign~~lower ~~exchange~~employee ~~losses~~incentive oncompensation ~~Corporate~~ and ~~Other assets related to operations in Argentina in the prior period and~~ lower Better Health VMS operating expenses in the current period due to the divestiture.

OnIn ~~September~~the ~~10,~~first ~~2024~~quarter of fiscal year 2025, the Company completed the divestiture of its Better Health VMS business. See ~~Notes~~notes to ~~Condensed~~condensed ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements for further information.

FINANCIAL POSITION AND LIQUIDITY

The Company’s financial condition and liquidity remained strong as of September 30, 2025. The following table summarizes cash activities:

	Nine months ended
	Three months ended
	3/31/2025		3/31/2024
	9/30/2025		9/30/2024
Net cash provided by operations	$	~~687~~93	$	~~355~~221
Net cash used for investing activities	(18)		(94)
Net cash (used for) provided by investing activities	(34)		89
Net cash used for financing activities	(~~645~~59)		(~~382~~237)

Operating Activities

Net cash provided by operations was $~~687~~93 in the current ~~nine~~three month period, compared with $~~355~~221 in the prior ~~nine~~three month period. The ~~increase~~ decrease was primarily driven by ~~higher~~lower cash earnings ~~and~~partially offset by lower ~~tax~~working ~~payments~~capital in the current ~~nine~~three month period. ~~The~~ (lower ~~tax~~Accounts ~~payments~~receivable inand ~~the~~higher ~~current~~Accounts ~~nine~~payable ~~month~~and ~~period~~accrued ~~are~~liabilities ~~primarily~~partially ~~driven~~offset by ~~payment~~higher ofInventories). ~~fiscal~~The ~~year~~lower ~~2023~~cash ~~income~~earnings, ~~taxes~~lower inAccounts ~~fiscal~~receivable ~~year~~balance ~~2024~~and ~~that~~higher inventories balance were ~~previously~~primarily ~~deferred~~due asto athe ~~result~~lower ofshipments in the ~~relief~~current ~~provided~~three bymonth period following the ~~IRS~~incremental ~~announced~~shipments related to the ERP transition in ~~January~~the ~~2023~~fourth quarter of fiscal year 2025. The higher Accounts payable and accrued liabilities balance was due to ~~winter~~the ~~storms~~timing inof ~~California~~payments.

FINANCIAL POSITION AND LIQUIDITY (Continued)

Payment Terms Extension and Supply Chain Financing

Investing Activities

Net cash used for investing activities was $1834 in the current ~~nine~~three month period, compared with net cash proceeds of $9489 in the prior ~~nine~~three month period. The year-over-year change was mainly due to net proceeds from the sale of the Better Health VMS business in the ~~current~~prior ~~nine~~three month period.

FINANCIAL POSITION AND LIQUIDITY (Continued)

Financing Activities

Net cash used for financing activities was $~~645~~59 in the current ~~nine~~three month period, compared with $~~382~~237 in the prior ~~nine~~three month period. The year-over-year change was mainly due to higher ~~treasury~~cash ~~stock~~sourced ~~purchases~~from short term borrowings in the current ~~nine~~three month period.

Capital Resources and Liquidity

As of ~~March~~September 3130, 2025, current liabilities exceeded current assets by $~~565~~539, primarily due to the Company's Glad venture agreement terminal obligation coming due for payment in January 2026. This balance ~~was~~is ~~reclassified~~classified ~~from~~within ~~Other liabilities to~~ Accounts payable and accrued liabilities as it is reasonably expected to be settled within one year. The venture agreement terminal obligation is expected to be repaid through the Company’s anticipated ability to generate positive cash flows from operations in the future, access to capital markets enabled by our strong short-term and long-term credit ratings and current borrowing availability.

Notwithstanding potential unforeseen adverse market conditions and as part of the Company’s regular assessment of its cash needs, the Company believes it will have the funds necessary to support its short- and long-term liquidity and operating needs, including its digital capabilities and productivity enhancements investment and venture agreement terminal obligation based on its anticipated ability to generate positive cash flows from operations in the future, access to capital markets enabled by our strong short-term and long-term credit ratings and current borrowing availability.

Venture Agreement

The Company has an agreement with The Procter & Gamble Company (P&G) for the Company’s Glad bags and wraps business. As of both ~~March~~September 3130, 2025 and June 30, ~~2024~~2025, P&G had a 20% interest in the venture. This agreement is now scheduled to expire in January 2026 as the parties jointly did not opt to further extend the term of the agreement. Upon termination of the agreement, the Company is required to purchase P&G’s 20% interest for cash at fair value as established by predetermined valuation procedures.

The Company performed a valuation of the Glad bags and wraps business in the third quarter of fiscal year 2025 in connection with an update of the Company’s financial projections. As of ~~March~~September 3130, 2025 ~~the estimated fair value of P&G’s interest in the venture was $476, of which $515 was recognized~~ and ~~reflected in Accounts payable and accrued liabilities. As of~~ June 30, ~~2024~~2025 the estimated fair value of P&G’s interest in the venture was $~~531~~476, of which $~~510~~488 and $501, respectively, was recognized and reflected in ~~Other~~Accounts ~~liabilities~~payable inand ~~the~~accrued ~~Company’s~~liabilities ~~Condensed Consolidated Balance Sheet. The $55 decrease~~ in the ~~estimated fair value of P&G~~Company’s ~~interest~~condensed ~~since~~consolidated ~~June 30,~~balance ~~2024 was attributable to a decrease in the estimated future cash flows since the prior valuation, partially offset by a decrease in the discount rate~~sheet. Changes in the judgments, assumptions and market factors used could result in significantly different estimates of fair value. The difference between the 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. Following termination, the Glad business will retain the exclusive core intellectual property licenses contributed by P&G on a royalty-free basis for the licensed products marketed.

See ~~Notes~~notes to ~~Condensed~~condensed ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements for further information.

FINANCIAL POSITION AND LIQUIDITY (Continued)

Credit Arrangements

OnAs ~~March~~of 25September 30, 2025, the Company ~~entered~~maintained ~~into~~ a ~~new~~ $1,200 revolving credit agreement ~~(the Credit Agreement)~~ that matures in March 2030. ~~The Credit Agreement replaced a prior $1,200 revolving credit agreement~~ (the ~~Prior~~ Credit Agreement) ~~in place since March 2022~~. ~~The Company did not incur any termination fees or penalties in connection with entering the new agreement, which was considered a debt modification.~~ There were no borrowings under ~~either~~ the Credit Agreement ~~or the Prior Credit Agreement~~ as of both ~~March~~September 3130, 2025 and June 30, ~~2024~~2025, and the Company believes that borrowings under the Credit Agreement are and will continue to be available for general corporate purposes. The Credit Agreement includes certain restrictive covenants and limitations. The primary restrictive covenant is a minimum ratio of 4.0, calculated as total earnings before interest, taxes, depreciation and amortization and other similar noncash charges and certain other items (Consolidated EBITDA) to total interest expense for the trailing four quarters (Interest Coverage ratio), as defined and described in the Credit Agreement.

The Company was in compliance with all restrictive covenants and limitations in the Credit Agreement as of ~~March~~September 3130, 2025 and anticipates being in compliance with all restrictive covenants for the foreseeable future.

As of ~~March~~September 3130, 2025, the Company maintained $34 of foreign and other credit lines, of which $7 was outstanding.

Stock Repurchases and Dividend Payments

As of ~~March~~September 3130, 2025, the Company had two stock repurchase programs: an open-market purchase program with an authorized aggregate purchase amount of up to $2,000, which has no expiration date, and a program to offset the anticipated impact of dilution related to stock-based awards (the Evergreen Program), which has no authorization limit on the dollar amount and no expiration date. During the three ~~and nine~~ months ended ~~March~~September 3130, 2025 and 2024, the Company repurchased 01,048 and ~~1,695~~789 thousand shares of common stock at a cost of $0129 and $~~257~~107, respectively. ~~There were no share repurchases of common stock during both the three and nine months ended March 31, 2024.~~

	Three months ended				Nine months ended
	3/31/2025		3/31/2024		3/31/2025		3/31/2024
Dividends per share declared	$	1.22	$	1.20	$	4.88	$	4.80
Total dividends paid	150		148		452		446

FINANCIAL POSITION AND LIQUIDITY (Continued)

Dividends per share declared and total dividends paid to Clorox stockholders were as follows for the periods indicated:


	Three months ended
	9/30/2025		9/30/2024
Dividends per share declared	$	2.48	$	2.44
Total dividends paid	151		151

CONTINGENCIES

See ~~Notes~~notes to ~~Condensed~~condensed ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements for information on the Company’s contingencies.

RECENTLY ISSUED ACCOUNTING STANDARDS

See ~~Notes~~notes to ~~Condensed~~condensed ~~Consolidated~~consolidated ~~Financial~~financial ~~Statements~~statements for a summary of recently issued accounting standards relevant to the Company.

CRITICAL ACCOUNTING ESTIMATES

The methods, estimates and judgments the Company uses in applying its most critical accounting policies have a significant impact on the results the Company reports in its consolidated financial statements. Accordingly, a different financial presentation could result depending on the judgments, estimates or assumptions that are used. The most critical accounting estimates are those that are most important to the portrayal of the Company’s financial condition and results, and require the Company to make the most difficult and subjective judgments, often estimating the outcome of future events that are inherently uncertain. As of March 31, 2025, there have been no significant changes to the Company’s critical accounting estimates since the preparation of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, except as noted below:

Venture Agreement Terminal Obligation

The Company performed a valuation of the Glad bags and wraps business during the third quarter of fiscal year 2025 in connection with an update of the Company’s financial projections. As of March 31, 2025 the estimated fair value of P&G’s interest in the venture was $476, of which $515 was recognized and reflected in Accounts payable and accrued liabilities. As of June 30, 2024 the estimated fair value of P&G’s interest in the venture was $531, of which $510 was recognized and reflected in Other liabilities. See Notes to Condensed Consolidated Financial Statements for additional information on the Venture Agreement.

Fair value determination requires significant judgment, assumptions and market factors which are uncertain and subject to change. Changes in the judgments, assumptions and market factors used could result in significantly different estimates of fair value. For perspective, if the discount rate as of the third quarter of fiscal year 2025, the date of the most recent valuation performed, were to increase or decrease by 100 basis points, the estimated fair value of P&G’s interest would decrease by approximately $53 or increase by approximately $68, respectively. Such changes would affect the amount of future charges to Cost of products sold.

NON-GAAP FINANCIAL MEASURES

The non-GAAP financial measures that are included in this MD&A and the reasons management believes they are useful to investors are described below. Certain non-GAAP financial measures may be considered in determining incentive compensation. These measures should be considered supplemental in nature and are not intended to be a substitute for the related financial information prepared in accordance with U.S. GAAP. In addition, these measures may not be the same as similarly named measures presented by other companies.

Adjusted earnings ~~(losses)~~ before interest and income taxes (adjusted EBIT) represents earnings (losses) before income taxes excluding interest income, interest expense and other significant items that are nonrecurring or unusual (such as the pension settlement charge, incremental costs and insurance recoveries related to the August 2023 cyberattack, asset impairments, charges related to the ~~streamlined operating model, charges related to the~~ digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions / divestitures and other nonrecurring or unusual items impacting comparability). ~~The~~Due ~~Company uses this measure~~ to ~~assess~~ the ~~operating~~nature, ~~results~~scope and ~~performance~~magnitude of ~~its~~these ~~segments~~costs, ~~perform~~the ~~analytical~~Company’s ~~comparisons,~~management ~~identify~~believes ~~strategies~~presenting tothese ~~improve~~costs ~~performance,~~as ~~and~~an ~~allocate~~adjustment ~~resources~~in ~~to each segment. Management believes that~~ the ~~presentation~~non-GAAP ofresults ~~adjusted~~provides ~~EBIT~~additional isinformation ~~useful~~ to investors toabout ~~assess~~trends ~~operating~~in ~~performance on a consistent basis by removing~~ the ~~impact~~Company’s ofoperations. ~~the~~See ~~items~~below ~~that~~and ~~management~~notes ~~believes~~to ~~does~~condensed ~~not~~consolidated ~~directly~~financial ~~reflect~~statements ~~the~~for ~~performance~~additional ofinformation ~~each~~on ~~segment's~~these ~~underlying operations~~costs. ~~Adjusted EBIT margin is the ratio of adjusted EBIT to net sales.~~

32The Company uses this measure to assess the operating results and performance of its segments, monitor actual results as compared to plan, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment. Management believes that the presentation of adjusted EBIT is useful to investors to assess operating performance on a consistent basis by removing the impact of the items that management believes does not directly reflect the performance of each segment's underlying operations. It also allows investors to view underlying operating results in the same manner as they are viewed by Company management. Adjusted EBIT margin is the ratio of adjusted EBIT to net sales.


	Reconciliation of earnings before income taxes to adjusted EBIT
	Three months ended
	9/30/2025		9/30/2024
Earnings before income taxes	$	107	$	177
Interest income	(2)		(3)
Interest expense	23		21
Loss on divestiture (1)	—		118
Cyberattack costs, net of insurance recoveries (2)	—		(10)
Digital capabilities and productivity enhancements investment (3)	32		29
Adjusted EBIT	$	160	$	332

(1)Represents the loss related to the divestiture of the Better Health VMS business.

(2)Represents incremental costs and insurance recoveries related to the cyberattack.

(3)Represents expenses related to the Company's digital capabilities and productivity enhancements investment.

NON-GAAP FINANCIAL MEASURES (Continued)

	Reconciliation of earnings (losses) before income taxes to adjusted EBIT
	Three months ended				Nine months ended
	3/31/2025		3/31/2024		3/31/2025		3/31/2024
Earnings before income taxes	$	254	$	(42)	$	668	$	123
Interest income	(2)		(4)		(7)		(21)
Interest expense	23		22		66		69
Loss on divestiture (1)	—		240		118		240
Pension settlement charge (2)	—		—		—		171
Cyberattack costs, net of insurance recoveries (3)	(35)		8		(70)		57
Streamlined operating model (4)	—		10		—		13
Digital capabilities and productivity enhancements investment (5)	26		26		81		85
Adjusted EBIT	$	266	$	260	$	856	$	737

Due to the nature, scope and magnitude of this investment, these costs are considered by management to represent incremental transformational costs above the historical normal level of spending for information technology to support operations. Since these strategic investments, including incremental operating costs, will cease at the end of the investment period, are not expected to recur in the foreseeable future and are not considered representative of the Company's underlying operating performance, the Company's management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the Company's operations and is useful for period-over-period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by Company management.

~~(1)Represents~~Of ~~losses related to~~ the ~~divestiture~~total ofinvestment, ~~the~~approximately ~~Better~~75% ~~Health~~is ~~VMS~~expected ~~and Argentina businesses. Due~~ to ~~the~~represent ~~nature,~~incremental ~~scope~~operating ~~and magnitude of these~~ costs, ~~the~~primarily ~~Company’s~~recorded ~~management~~within ~~believes~~selling ~~presenting~~and ~~these~~administrative ~~costs~~expenses asto anbe ~~adjustment~~adjusted infrom ~~the~~reported ~~non-GAAP~~earnings ~~results~~before ~~provides~~income ~~additional~~taxes ~~information~~for topurposes ~~investors~~of ~~about~~disclosing ~~trends~~adjusted inEBIT ~~the~~through ~~Company’s~~fiscal ~~operations~~year ~~and~~2026. isAbout ~~useful~~70% ~~for~~of ~~period~~these ~~over~~operating ~~period~~costs ~~comparisons.~~are Itexpected ~~also~~to ~~allows~~be ~~investors~~related to ~~view~~the ~~underlying~~implementation ~~operating~~of ~~results in~~ the ~~same~~ERP, ~~manner~~with asthe ~~they~~remaining ~~are~~costs ~~viewed~~primarily byrelated ~~Company management. See Notes~~ to ~~Condensed~~the ~~Consolidated~~implementation ~~Financial~~of ~~Statements~~complementary ~~for additional information~~technologies.

~~(2)Represents~~During ~~costs related to~~ the ~~settlement~~three ofmonths ~~the~~ended ~~domestic~~September ~~qualified pension plan. Due to the nature~~30, ~~scope~~2025 and ~~magnitude of these costs~~2024, the Company’s ~~management~~incurred ~~believes~~approximately ~~presenting~~$32 ~~these~~and ~~costs~~$29, asrespectively, anof ~~adjustment~~operating inexpenses ~~the~~related ~~non-GAAP results provides additional information~~ to ~~investors~~its ~~about~~digital ~~trends~~capabilities ~~in the Company’s operations~~ and isproductivity ~~useful~~enhancements ~~for period over period comparisons~~investment. ItThe ~~also~~expenses ~~allows~~relate ~~investors~~ to ~~view underlying operating results in~~ the ~~same manner as they are viewed by Company management. See Notes to Condensed Consolidated Financial Statements for additional information.~~following:

(3)Represents incremental costs and insurance recoveries incurred as a result of the August 2023 cyberattack the Company experienced beginning in the first quarter of fiscal year 2024. Due to the nature, scope and magnitude of these costs and recoveries, the Company’s management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the Company’s operations and is useful for period over period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by Company management. See Notes to Condensed Consolidated Financial Statements for additional information.


	Three months ended
	9/30/2025		9/30/2024
External consulting fees (a)	$	25	$	20
IT project personnel costs (b)	1		2
Other (c)	6		7
Total	$	32	$	29

(4a)~~Represents~~ Comprised ~~restructuring~~of ~~and~~third-party ~~related~~consulting ~~implementation~~fees ~~costs,~~incurred ~~net~~to ~~for~~assist in the ~~streamlined~~project ~~operating~~management ~~model.~~and ~~Due~~ end-to-end ~~the~~systems ~~nonrecurring~~integration ~~and unusual nature~~ of ~~these~~this ~~costs,~~transformative ~~the~~investment. The Company's ~~management~~relies ~~believes~~on ~~presenting~~consultants ~~these~~for ~~costs~~certain ascapabilities anrequired ~~adjustment~~for inthese ~~the~~programs ~~non-GAAP~~that ~~results provides additional information to investors about trends in~~ the Company's ~~operations~~does ~~and~~not ismaintain ~~useful~~internally. ~~for~~These ~~period~~costs ~~over~~support ~~period~~the ~~comparisons.~~implementation Itof ~~also~~these ~~allows~~programs ~~investors~~incremental to ~~view underlying operating results in~~ the ~~same manner as they are viewed by~~ Company's ~~management.~~normal ~~See~~IT ~~Notes~~costs toand ~~Condensed~~will ~~Consolidated~~not ~~Financial~~be ~~Statements~~incurred ~~for~~following ~~additional information~~implementation.

33(b) Comprised of labor costs associated with internal IT project management teams that are utilized to oversee the new system implementations. Given the magnitude and transformative nature of the implementations planned, the necessary project management costs are incremental to the historical levels of spend and will no longer be incurred subsequent to implementation. As a result of this long-term strategic investment, the Company considers these costs not reflective of the ongoing costs to operate its business.

~~NON-GAAP~~(c) Comprised ~~FINANCIAL~~of ~~MEASURES~~various ~~(Continued)~~other expenses associated with the Company’s new system implementations, including Company personnel dedicated to the project that have been backfilled with either permanent or temporary resources in positions that are considered part of normal operating expenses.

(5)Represents expenses related to the Company's digital capabilities and productivity enhancements investment. Due to the nature, scope and magnitude of this investment, these costs are considered by management to represent incremental transformational costs above the historical normal level of spending for information technology to support operations. Since these strategic investments, including incremental operating costs, will cease at the end of the investment period, are not expected to recur in the foreseeable future and are not considered representative of the Company's underlying operating performance, the Company's management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the Company's operations and is useful for period-over-period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by Company management.

Of the total investment, approximately 70% is expected to represent incremental operating costs primarily recorded within selling and administrative expenses to be adjusted from reported earnings before income taxes for purposes of disclosing adjusted EBIT over the course of the next five years. About 70% of these operating costs are expected to be related to the implementation of the ERP, with the remaining costs primarily related to the implementation of complementary technologies.

During the three and nine months ended March 31, 2025, the Company incurred approximately $26 and $81, respectively, and during the three and nine months ended March 31, 2024, the Company incurred approximately $26 and $85, respectively, of operating expenses related to its digital capabilities and productivity enhancements investment. The expenses relate to the following:

	Three months ended				Nine months ended
	3/31/2025		3/31/2024		3/31/2025		3/31/2024
External consulting fees (1)	$	19	$	19	$	56	$	65
IT project personnel costs (2)	1		2		5		6
Other (3)	6		5		20		14
Total	$	26	$	26	$	81	$	85

(1)Comprised of third-party consulting fees incurred to assist in the project management and end-to-end systems integration of this transformative investment. The Company relies on consultants for certain capabilities required for these programs that the Company does not maintain internally. These costs support the implementation of these programs incremental to the Company's normal IT costs and will not be incurred following implementation.

(2)Comprised of labor costs associated with internal IT project management teams that are utilized to oversee the new system implementations. Given the magnitude and transformative nature of the implementations planned, the necessary project management costs are incremental to the historical levels of spend and will no longer be incurred subsequent to implementation. As a result of this long-term strategic investment, the Company considers these costs not reflective of the ongoing costs to operate its business.

(3)Comprised of various other expenses associated with the Company’s new system implementations, including Company personnel dedicated to the project that have been backfilled with either permanent or temporary resources in positions that are considered part of normal operating expenses.

NON-GAAP FINANCIAL MEASURES (Continued)

Organic sales growth / (decrease) is defined as net sales growth / (decrease) excluding the effect of foreign exchange rate changes and any acquisitions and divestitures. Management believes that the presentation of organic sales growth / (decrease) is useful to investors because it excludes sales from any acquisitions and divestitures, which results in a comparison of sales only from the businesses that the Company was operating and expects to continue to operate throughout the relevant periods, and the Company’s estimate of the impact of foreign exchange rate changes, which are difficult to predict and out of the control of the Company and management.

The following table provides a reconciliation of organic sales growth / (decrease) (non-GAAP) to net sales growth / (decrease) (GAAP), the most comparable GAAP measure:

	Three months ended March 31, 2025
	Three months ended September 30, 2025
	Percentage change versus the year-ago period
	Health and Wellness		Household		Lifestyle		International		Total Company (1)
Net sales growth / (decrease) (GAAP)	3(19)	%	(1119)	%	(323)	%	(152)	%	(819)	%
Add: Foreign Exchange	—		—		—		3—		1—
Add/(Subtract): Divestitures / Acquisitions (2)	—		—		—		14—		52
Organic sales growth / (decrease) (non-GAAP)	3(19)	%	(1119)	%	(323)	%	(2)	%	(217)	%
	Nine months ended March 31, 2025
	Percentage change versus the year-ago period
	Health and Wellness		Household		Lifestyle		International		Total Company (1)
Net sales growth / (decrease) (GAAP)	7	%	1	%	2	%	(11)	%	(1)	%
Add: Foreign Exchange	—		—		—		3		—
Add/(Subtract): Divestitures / Acquisitions (2)	—		—		—		14		5
Organic sales growth / (decrease) (non-GAAP)	7	%	1	%	2	%	6	%	4	%

(1)Total Company includes Corporate and Other. Corporate and Other includes the results of the Better Health VMS business through the date of divestiture.

(2)The divestiture impact is calculated as net sales from the ~~Argentina and~~ Better Health VMS ~~businesses~~business after the ~~respective~~ sale ~~dates~~date in the three ~~and nine~~ month year-ago ~~periods~~period.

3528

CAUTIONARY STATEMENT

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, and Section 21E of the Securities Exchange Act of 1934, as amended, ~~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 the Company’s 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. 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 the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, ~~2024~~2025, and in this Report, as updated from time to time in the Company’s Securities and Exchange Commission filings. These factors include, but are not limited to:

•unfavorable general economic and geopolitical conditions beyond the Company’s control, including inflation, supply chain disruptions, labor shortages, wage pressures, ~~rising inflation, the interest rate environment,~~ fuel and energy costs, interest rate fluctuations, foreign currency exchange rate fluctuations, weather events or natural disasters, disease outbreaks or pandemics, ~~such as COVID-19,~~ terrorism, and unstable geopolitical conditions, including ongoing conflicts and rising tensions in the Middle East and/or Ukraine and rising tensions between China and Taiwan, as well as macroeconomic and geopolitical volatility and uncertainty as a result of a number of these and other factors, including actual and potential shifts in U.S. and foreign trade policies, including as a result of escalating trade tensions ~~and tariffs~~ between the U.S. and its trading partners, especially China, particularly as a result of the imposition of U.S. and retaliatory tariffs;

•the ~~ability~~impact of ~~the~~market ~~Company~~and tocategory ~~drive sales growth~~declines, and ~~increase~~the ~~prices~~Company’s product and ~~market~~geographic ~~share,~~mix ~~grow~~on its ~~product~~ability ~~categories~~to ~~and~~meet ~~manage~~sales ~~favorable~~growth ~~product and geographic mix~~targets;

•the ability of the Company to successfully execute or realize the anticipated benefits of its strategic or transformational initiatives, including the ERP transition and the related timing and volume of shipment movement related to the ERP transition;

•the impact of the changing retail environment, including the growth of alternative retail channels and business models, and changing consumer preferences;

•our recovery from the August 2023 cyberattack, and risks related to the Company’s use of and reliance on information technology systems, including potential and actual security breaches, cyberattacks, privacy breaches or data breaches that result in the unauthorized disclosure of consumer, customer, employee or Company information, business, service or operational disruptions, or that impact the Company’s financial results or financial reporting, or any resulting unfavorable outcomes, increased costs or legal proceedings;

•intense competition in the Company’s markets;

•volatility and increases in the costs of raw materials, energy, transportation, labor and other necessary supplies or services;

•risks related to supply chain issues, product shortages and disruptions to the business, as a result of increased supply chain dependencies due to an expanded supplier network and a reliance on certain single-source suppliers;

•~~the~~risks ~~ability~~related ofto the Company’s touse ~~implement~~of and ~~generate~~reliance ~~cost~~on ~~savings~~information ~~and~~technology ~~efficiencies~~systems, ~~and~~including ~~successfully~~potential ~~implement~~and ~~its~~actual ~~transformational~~security ~~initiatives~~breaches, ~~or strategies~~cyberattacks, ~~including~~privacy ~~achieving~~breaches ~~anticipated~~or ~~benefits~~data ~~and~~breaches ~~cost~~that ~~savings~~result ~~from~~in the ~~implementation~~unauthorized disclosure of ~~the~~consumer, ~~streamlined~~customer, ~~operating~~employee ~~model~~or ~~and~~Company ~~digital~~information, ~~capabilities~~business, ~~and~~service ~~productivity~~or ~~enhancements~~operational disruptions, ~~and~~or that impact the ~~timing~~Company’s ~~and~~financial ~~volume~~results ofor ~~shipment~~financial ~~movement~~reporting, ~~related~~or toany ~~our~~resulting ~~ERP~~unfavorable ~~transition~~outcomes, increased costs or legal proceedings;

•the ability of the Company to innovate and to develop and introduce commercially successful products, or expand into adjacent categories and countries;

•the ability of the Company to successfully manage global political, legal, tax and regulatory risks, including due to regulatory uncertainty and lack of regulatory convergence among different jurisdictions;

•lower revenue, increased costs, other financial statement impacts or reputational harm resulting from government actions, compliance with regulations, or any material costs imposed by changes in regulation;

•the Company’s ability to maintain its business reputation and the reputation of its brands and products;

•dependence on key customers and risks related to customer consolidation and ordering patterns;

~~•the ability of the Company to innovate and to develop and introduce commercially successful products, or expand into adjacent categories and countries;~~29

•the Company’s ability to attract and retain key personnel, which may continue to be impacted by challenges in the labor market, such as increasing labor costs and sustained labor shortages;

CAUTIONARY STATEMENT (Continued)

•~~lower~~the ~~revenue,~~Company’s ~~increased~~ability ~~costs~~to orattract ~~reputational~~and ~~harm~~retain ~~resulting~~key ~~from~~personnel, ~~government~~which ~~actions~~may ~~and~~continue ~~compliance~~to ~~with~~be ~~regulations~~impacted by challenges in the labor market, orsuch ~~any~~as ~~material~~increasing labor costs ~~imposed~~and bysustained ~~changes~~labor ~~in regulation~~shortages;

•changes to the Company’s processes and procedures as a result of its digital capabilities and productivity enhancements that may result in changes to the Company’s internal controls over financial reporting;

•~~the~~risks ~~ability~~related ofto the ~~Company~~acquisition toof ~~successfully~~P&G’s ~~manage~~interest ~~global political, legal, tax and regulatory risks, including changes~~ in ~~regulatory~~the orGlad ~~administrative activity~~business;

•risks related to international operations and international trade, including changing macroeconomic conditions as a result of inflation, volatile commodity prices and increases in raw and packaging materials prices, labor, energy and logistics; global economic or political instability; foreign currency fluctuations, such as devaluations, and foreign currency exchange rate controls; changes in governmental policies, including trade policy and tariffs, travel or immigration restrictions, new or additional tariffs, and price or other controls; labor claims and civil unrest; potential operational or supply chain disruptions from wars and military conflicts, including ongoing conflicts and rising tensions in the Middle East and/or Ukraine and rising tensions between China and Taiwan; potential negative impact and liabilities from the use, storage and transportation of chlorine in certain international markets where chlorine is used in the production of bleach; widespread health emergencies~~, such as COVID-19~~; and the possibility of nationalization, expropriation of assets or other government action or inaction, including the impacts of a prolonged U.S. government shutdown;

•the impact of climate ~~Environmental,~~change ~~Social,~~ and ~~Governance~~other ~~(ESG)~~sustainability issues, ~~including those related to climate- related transition risks, changing consumer preferences, including the environmental impact of the Company’s products and sustainability~~ on sales, operating costs, reputation or ~~reputation~~stakeholder relationships;

•the impact of product liability claims, labor claims and other legal, governmental or tax proceedings, including in foreign jurisdictions and in connection with any product recalls;

•risks relating to acquisitions, new ventures and divestitures, and associated costs, including for asset impairment charges related to, among others, intangible assets, including trademarks and goodwill; and the ability to complete announced transactions and, if completed, integration costs and potential contingent liabilities related to those transactions;

•the accuracy of the Company’s estimates and assumptions on which its financial projections, including any sales or earnings guidance or outlook it may provide from time to time, are based;

•risks related to the acquisition of P&G’s interest in the Glad business;

•risks related to the Company's reliance on third-party service providers, including inability to meet cost savings or efficiencies, business or systems disruptions, and other liabilities, including legal or regulatory risk;

•environmental matters, including costs associated with the remediation and monitoring of past contamination, and possible increases in costs resulting from actions by relevant regulators, and the handling and/or transportation of hazardous substances;

•the Company’s ability to effectively utilize, assert and defend its intellectual property rights, and any infringement or claimed infringement by the Company of third-party intellectual property rights;

•the effect of the Company’s indebtedness and credit rating on its business operations and financial results and the Company’s ability to access capital markets and other funding sources, as well as the cost of capital to the Company;

•the Company’s ability to pay and declare dividends or repurchase its stock in the future; and

•the impacts of potential stockholder activism~~; and~~.

•risks related to any litigation associated with the exclusive forum provision in the Company’s bylaws.

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.

3730

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have not been any material changes to the Company’s market risk since June 30, ~~2024~~2025. For additional information, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Exhibit 99.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, ~~2024~~2025.

Item 4. Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Report, 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 Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

NoDuring ~~change~~the infirst fiscal quarter of the ~~Company’s~~fiscal ~~internal~~year ~~control~~ending ~~over~~June ~~financial~~30, ~~reporting~~2026, ~~occurred~~the ~~during~~Company began transitioning core U.S. operations to the ~~third~~new ~~fiscal~~enterprise ~~quarter~~resource planning system (ERP) as part of the ~~fiscal~~continuing ~~year~~phased ~~ending~~implementation ~~June 30,~~of ~~2025,~~its ~~that~~technology ~~has~~transformation. ~~materially~~As ~~affected,~~a orresult isof ~~reasonably~~this ~~likely~~transition, towe ~~materially~~have ~~affect,~~made ~~the~~changes ~~Company’s~~to our internal control over financial reporting to address processes and procedures impacted by the ERP implementation.

~~The~~Other ~~Company~~than ~~is in~~ the ~~process~~ERP ofimplementation ~~implementing~~noted aabove, ~~new~~no ~~enterprise~~change ~~resource~~in ~~planning~~the ~~(ERP)~~Company’s ~~system~~internal ~~along~~control ~~with~~over afinancial ~~suite~~reporting ofoccurred ~~other~~during ~~digital technologies. In~~ the first ~~quarter of~~ fiscal ~~year~~quarter ~~2025, we began implementation~~ of the ~~new ERP system. As this phased implementation occurs during~~ fiscal ~~years~~year ~~2025~~ending ~~and~~June 30, 2026, ~~the~~that ~~Company~~has ~~will~~materially ~~change its processes and procedures which~~affected, inor ~~turn,~~is ~~could~~reasonably ~~result~~likely ~~in changes~~ to ~~its~~materially ~~internal control over financial reporting. As such changes occur~~affect, the Company’s ~~will evaluate quarterly whether such changes materially affect our~~ internal control over financial reporting.

3831

PART II – OTHER INFORMATION

Item 1.A. Risk Factors

For information regarding Risk Factors, please refer to Item 1.A. in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, ~~2024~~2025, and the information in “Cautionary Statement” included in this Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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 (the 2018 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 first quarter of fiscal year 2026.

	[a]	[b]		[c]	[d]
Period	Total Number ofShares Purchased	Average Price Paidper Share (2)		Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms (1)	Maximum Number (orApproximate DollarValue) of Shares thatMay Yet Be PurchasedUnder the Plans orPrograms
January 1 to 31, 2025	—	$	—	—	$993 million
July 1 to 31, 2025	395,766	$	126.34	395,766	$993 million
February 1 to 28, 2025	—	—		—	$993 million
August 1 to 31, 2025	652,257	121.25		652,257	$953 million
March 1 to 31, 2025	—	—		—	$993 million
September 1 to 30, 2025	—	—		—	$953 million
Total	—1,048,023	$	—123.22	—1,048,023

(1) All of the shares purchased in July 2025 were acquired pursuant to the Company’s Evergreen Program. Of the shares purchased in August 2025, 323,173 shares were acquired pursuant to the Company’s Evergreen Program and 329,084 shares were acquired pursuant to the Company’s Open-Market Program.

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

Item 5. Other Information

During the three months ended ~~March 31~~September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange act or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K.

3932

Item 6. Exhibits

See Exhibit Index below, which is incorporated by reference herein.

EXHIBIT INDEX

Exhibit Number						Exhibit Description
10.1						~~Credit~~Form ~~Agreement, dated as~~ of ~~March~~Restricted ~~25,~~Stock ~~2025,~~Unit ~~among~~Award ~~The~~Agreement ~~Clorox~~under ~~Company,~~ the ~~lenders~~Company’s ~~listed~~2005 ~~therein,~~Stock ~~JPMorgan~~Incentive ~~Chase~~Plan ~~Bank, N.A., Citibank, N.A., and Wells Fargo Bank, National Association, as Administrative Agents, and JPMorgan Chase Bank, N.A., as Servicing Agent~~ (~~filed~~Annual asGrant) ~~Exhibit~~for ~~10.1~~awards tomade ~~the~~in ~~Current Report on Form 8-K, filed March 28,~~ 2025~~, incorporated herein by reference)~~.
10.2						Form of Restricted Stock Unit Award Agreement under the Company’s 2005 Stock Incentive Plan (Off-Cycle Grant) for awards made in 2025.
10.3						Form of Performance Share Award Agreement under the Company’s 2005 Stock Incentive Plan for awards made in 2025
31.1						Certification by the Chief Executive Officer of the Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification by the Chief Financial Officer of the Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32						Certification by the Chief Executive Officer and Chief Financial Officer of the Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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).

4033

SIGNATURE

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

		THE CLOROX COMPANY
		(Registrant)
DATE: May 5, 2025	BY	/s/ Laura Peck
DATE: November 3, 2025	BY	/s/ Laura Peck
		Laura PeckVice President – Chief Accounting Officer and Corporate Controller

4134

Filing Compare · CLOROX CO /DE/