CHD 10-Q
Church & Dwight Co Inc /De/ (CHD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarter ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number, including area code: (
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 April 29, 2026, there were
TABLE OF CONTENTS
PART I
Item |
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Page |
1. |
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3 |
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2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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22 |
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3. |
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29 |
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4. |
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29 |
PART II
1. |
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30 |
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1A. |
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30 |
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2. |
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31 |
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5. |
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32 |
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6. |
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33 |
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2
PART I – FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In millions, except per share data)
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Three Months Ended |
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March 31, |
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March 31, |
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2026 |
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2025 |
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Net Sales |
$ |
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$ |
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Cost of sales |
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Gross Profit |
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Marketing expenses |
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Selling, general and administrative expenses |
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Income from Operations |
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Equity in earnings of affiliates |
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Interest income |
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Interest expense |
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( |
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( |
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Other income (expense), net |
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( |
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Income before Income Taxes |
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Income taxes |
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Net Income |
$ |
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$ |
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Weighted average shares outstanding - Basic |
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Weighted average shares outstanding - Diluted |
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Net income per share - Basic |
$ |
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$ |
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Net income per share - Diluted |
$ |
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$ |
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Cash dividends per share |
$ |
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$ |
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In millions)
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Three Months Ended |
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March 31, |
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March 31, |
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2026 |
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2025 |
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Net Income |
$ |
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$ |
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Other comprehensive income, net of tax: |
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Foreign exchange translation adjustments |
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( |
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Defined benefit plan adjustments gain (loss) |
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Income (loss) from derivative agreements |
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( |
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Other comprehensive income |
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Comprehensive income |
$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements (Unaudited).
3
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions, except share and per share data)
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March 31, |
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December 31, |
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2026 |
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2025 |
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Assets |
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Current Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, less allowances of $ |
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Inventories |
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Other current assets |
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Total Current Assets |
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Property, Plant and Equipment, Net |
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Equity Investment in Affiliates |
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Trade Names and Other Intangibles, Net |
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Goodwill |
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Other Assets |
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Total Assets |
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$ |
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$ |
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Liabilities and Stockholders' Equity |
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Current Liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued expenses and other liabilities |
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Business acquisition and divestiture liabilities |
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Income taxes payable |
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Total Current Liabilities |
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Long-term Debt |
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Deferred Income Taxes |
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Deferred and Other Long-term Liabilities |
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Total Liabilities |
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Stockholders' Equity |
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Preferred Stock, $ |
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Common Stock, $ |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
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( |
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Common stock in treasury, at cost: |
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( |
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( |
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Total Stockholders' Equity |
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Total Liabilities and Stockholders' Equity |
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$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements (Unaudited).
4
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(In millions)
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Three Months Ended |
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March 31, |
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March 31, |
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2026 |
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2025 |
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Cash Flow From Operating Activities |
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Net Income |
$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation expense |
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Amortization expense |
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Deferred income taxes |
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( |
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Equity in net earnings of affiliates |
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( |
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( |
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Distributions from unconsolidated affiliates |
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Non-cash compensation expense |
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Asset impairment charge and other asset write-offs |
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Other |
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( |
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Subtotal |
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Change in assets and liabilities: |
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Accounts receivable |
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Inventories |
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( |
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( |
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Other current assets |
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( |
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( |
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Accounts payable |
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( |
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Accrued expenses |
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( |
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( |
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Income taxes payable |
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Other operating assets and liabilities, net |
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( |
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( |
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Change in Working Capital |
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( |
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( |
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Net Cash Provided By Operating Activities |
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Cash Flow From Investing Activities |
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Additions to property, plant and equipment |
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( |
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( |
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Other |
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( |
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( |
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Net Cash Used In Investing Activities |
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( |
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( |
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Cash Flow From Financing Activities |
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Proceeds from stock options exercised |
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Payment of cash dividends |
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( |
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( |
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Payment of business acquisition liability |
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( |
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( |
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Proceeds from VMS Transition Services Agreement |
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Other |
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( |
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( |
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Net Cash Used In Financing Activities |
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( |
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( |
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Effect of exchange rate changes on cash and cash equivalents |
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( |
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Net Change In Cash and Cash Equivalents |
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Cash and Cash Equivalents at Beginning of Period |
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Cash and Cash Equivalents at End of Period |
$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements (Unaudited).
5
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW-CONTINUED
(Unaudited)
(In millions)
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Three Months Ended |
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March 31, |
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March 31, |
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2026 |
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2025 |
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Cash paid during the period for: |
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Interest (net of amounts capitalized) |
$ |
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$ |
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Income taxes |
$ |
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$ |
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Supplemental disclosure of non-cash investing activities: |
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Property, plant and equipment expenditures included in Accounts Payable |
$ |
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$ |
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See Notes to Condensed Consolidated Financial Statements (Unaudited).
6
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(In millions)
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Number of Shares |
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Amounts |
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Common |
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Treasury |
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Common |
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Additional |
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Retained |
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Accumulated |
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Treasury |
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Total |
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January 1, 2025 |
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( |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net income |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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Other comprehensive |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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Cash dividends |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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( |
) |
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0.0 |
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0.0 |
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( |
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Stock based compensation |
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0.0 |
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0.0 |
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( |
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0.0 |
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March 31, 2025 |
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( |
) |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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January 1, 2026 |
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( |
) |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net income |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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Other comprehensive |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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Cash dividends |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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( |
) |
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0.0 |
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0.0 |
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( |
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Stock based compensation |
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0.0 |
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0.0 |
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( |
) |
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0.0 |
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March 31, 2026 |
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( |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
( |
) |
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$ |
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See Notes to Condensed Consolidated Financial Statements (Unaudited).
7
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(In millions, except per share data)
These condensed consolidated financial statements have been prepared by Church & Dwight Co., Inc. (the “Company”). In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position and results of operations and cash flows for all periods presented have been made. Results of operations for interim periods may not be representative of results expected for the full year.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”).
The Company incurred research and development expenses in the first quarter of 2026 and 2025 of $
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date ("ASU 2025-01"). The ASU requires a public business entity to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis including purchases of inventory, employee compensation, depreciation, and intangible asset amortization for each income statement line item that contains those expenses. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with prospective or retrospective application permitted. The Company is currently evaluating the impact of adoption on the Company’s related disclosures.
Inventories consist of the following:
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March 31, |
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December 31, |
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2026 |
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2025 |
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Raw materials and supplies |
$ |
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$ |
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Work in process |
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Finished goods |
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Total |
$ |
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$ |
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8
PP&E consists of the following:
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March 31, |
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December 31, |
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2026 |
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2025 |
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Land |
$ |
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$ |
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Buildings and improvements |
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Machinery and equipment |
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Software |
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Office equipment and other assets |
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Construction in progress |
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Gross PP&E |
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Less accumulated depreciation |
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Net PP&E |
$ |
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$ |
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Three Months Ended |
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March 31, |
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March 31, |
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2026 |
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2025 |
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Depreciation expense on PP&E |
$ |
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$ |
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Basic EPS is calculated based on income available to holders of the Company’s common stock (“Common Stock”) and the weighted average number of shares outstanding during the reported period. Diluted EPS includes additional dilution from potential Common Stock issuable pursuant to the Company's stock-based compensation plans.
The following table sets forth a reconciliation of the weighted average number of shares of Common Stock outstanding to the weighted average number of shares outstanding on a diluted basis:
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Three Months Ended |
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March 31, |
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March 31, |
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2026 |
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2025 |
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Weighted average common shares outstanding - basic |
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Dilutive effect of stock awards |
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Weighted average common shares outstanding - diluted |
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Antidilutive stock awards outstanding |
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The Company's Long-Term Incentive Program (“LTIP”) provides employees with an award of stock options and grants of restricted stock units (“RSUs”), and grants of performance share units ("PSUs"). Awards are granted in the first quarter of each year. The Company recognizes the grant-date fair value for each of these awards, less estimated forfeitures, as compensation expense ratably over the vesting period. For employees and directors that meet retirement eligibility requirements, the expense related to share-based compensation is recognized on the date of grant as there is no future service period required for the awards to vest.
9
Stock Options
The following table provides a summary of option activity:
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Weighted |
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Average |
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Weighted |
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Remaining |
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Average |
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Contractual |
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Aggregate |
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Exercise Price |
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Term |
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Intrinsic |
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Options |
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(per share) |
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(in Years) |
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Value |
|
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Outstanding at December 31, 2025 |
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$ |
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Granted |
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Exercised |
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( |
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|
|||
Outstanding at March 31, 2026 |
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercisable at March 31, 2026 |
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
The following table provides information regarding the intrinsic value of stock options exercised and stock compensation expense related to stock option awards:
|
Three Months Ended |
|
|||||
|
March 31, |
|
|
March 31, |
|
||
|
2026 |
|
|
2025 |
|
||
Intrinsic Value of Stock Options Exercised |
$ |
|
|
$ |
|
||
Stock Compensation Expense Related to Stock Option Awards |
$ |
|
|
$ |
|
||
Issued Stock Options |
|
|
|
|
|
||
Weighted Average Fair Value of Stock Options issued (per share) |
$ |
|
|
|
|
||
Fair Value of Stock Options Issued |
$ |
|
|
|
|
||
The following table provides a summary of the assumptions used in the valuation of issued stock options:
|
Three Months Ended |
||
|
March 31, |
|
March 31, |
|
2026 |
|
2025 |
Risk-free interest rate |
|
||
Expected life in years |
|
||
Expected volatility |
|
||
Dividend yield |
|
||
Restricted Stock Units
The annual RSU grants vest in one-third increments on each of the first, second and third anniversaries of the grant date, subject to the recipient’s continued employment with the Company from the grant date through the applicable vesting date, and are settled with shares of the Company’s Common Stock within 60 days following the applicable vesting date.
10
The following table provides a summary of RSU activity:
|
|
|
|
|
|
|
Weighted |
|
|
|
|
||||
|
|
|
|
|
|
|
Average |
|
|
|
|
||||
|
|
|
|
Weighted |
|
|
Remaining |
|
|
|
|
||||
|
|
|
|
Average Grant |
|
|
Contractual |
|
|
Aggregate |
|
||||
|
|
|
|
Date Fair Value |
|
|
Term |
|
|
Intrinsic |
|
||||
|
Shares |
|
|
(per award) |
|
|
(in Years) |
|
|
Value |
|
||||
Outstanding at December 31, 2025 |
|
|
|
$ |
|
|
|
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding at March 31, 2026 |
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Vested and expected to vest at March 31, 2026 |
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
In connection with the Touchland Acquisition (as defined in Note 10), Touchland’s founder was granted rights to receive shares of our common stock valued at $
Performance Stock Units
Beginning in 2026, the Company expanded the annual PSU grant to a greater number of employees. The annual PSU grants are issued in two equal tranches. Each tranche has a different performance metric and grant date fair value. The performance metric for one tranche is based on the Company’s total shareholder return (“TSR”) relative to a Company-selected peer group and is valued using a Monte Carlo model. The performance metric for the second tranche is the Company's three-year cumulative cash flow from operations target and is valued using the Company's grant date closing stock value. The PSUs vest on the later of (i) the third anniversary of the grant date and (ii) the date that the Board's Compensation & Human Capital Committee certifies the achievement of the applicable performance goals, in each case, subject to the recipient’s continued employment with the Company from the grant date through the vesting date. The number of shares that may be issued ranges from
In January 2026, the Company granted a 2030 long-term strategy grant of PSUs ( the "Strategy Grant") to Company employees at the director level and above, including the Company's executive officers. The PSU's awarded pursuant to the Strategy Grant will cliff vest following a four-year performance period, subject to the recipients remaining continuously employed for the full four-year performance period and satisfaction of the performance conditions. The PSU awards are tied to three equally weighted core long-term growth drivers (1) the Company’s net sales compound annual growth rate (“CAGR”) of the Arm & Hammer brand, (2) the net sales CAGR derived from sources outside of the United States and (3) the net sales CAGR derived from oral care products, including TheraBreath. The number of shares that may be issued ranges from
The following table provides a summary of PSU activity:
|
|
|
|
|
|
|
Weighted |
|
|
|
|
||||
|
|
|
|
|
|
|
Average |
|
|
|
|
||||
|
|
|
|
Weighted |
|
|
Remaining |
|
|
|
|
||||
|
|
|
|
Average Grant |
|
|
Contractual |
|
|
Aggregate |
|
||||
|
|
|
|
Date Fair Value |
|
|
Term |
|
|
Intrinsic |
|
||||
|
Shares |
|
|
(per award) |
|
|
(in Years) |
|
|
Value |
|
||||
Outstanding at December 31, 2025 |
|
|
|
$ |
|
|
|
|
|
|
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
||||
Outstanding at March 31, 2026 |
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Vested and expected to vest at March 31, 2026 |
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Employee Stock Purchase Plan
The Company’s Employee Stock Purchase Plan (“ESPP”) was adopted in February 2023 by the Company’s Board of Directors and became effective in April 2023 upon approval by the Company’s stockholders, and was most recently amended and restated
11
effective April 4, 2026. There are
On October 28, 2021, the Board authorized the Company’s share repurchase program, under which the Company may repurchase up to $
As of March 31, 2026, there remains $
The 2021 Share Repurchase Program did not modify the Company’s evergreen share repurchase program, authorized by the Board on January 29, 2014, under which the Company may repurchase, from time to time, Common Stock to reduce or eliminate dilution associated with issuances of Common Stock under its incentive plans.
The following table presents the carrying amounts and estimated fair values of the Company’s other financial instruments at March 31, 2026 and December 31, 2025:
|
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||||||||||
|
Input |
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
||||
|
Level |
|
Amount |
|
|
Value |
|
|
Amount |
|
|
Value |
|
||||
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents |
Level 1 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Level 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Level 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Level 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Level 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Level 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
The Company recognizes transfers between input levels as of the actual date of the event. There were no transfers between input levels during the three months ended March 31, 2026 and 2025.
Refer to Note 2 in the Form 10-K for a description of the methods and assumptions used to estimate the fair value of each class of financial instruments reflected in the Condensed Consolidated Balance Sheets.
The carrying amounts of Accounts Receivable, Accounts Payable, and Accrued Expenses and Other Liabilities, approximated estimated fair values as of March 31, 2026 and December 31, 2025.
12
Changes in interest rates, foreign exchange rates, the price of the Company’s Common Stock and commodity prices expose the Company to market risk. The Company manages these risks by the use of derivative instruments, such as cash flow and fair value hedges, diesel and commodity hedge contracts, equity derivatives and foreign exchange forward contracts. The Company does not use derivatives for trading or speculative purposes. Refer to Note 3 in the Form 10-K for a discussion of each of the Company’s derivative instruments in effect as of December 31, 2025.
The notional amount of a derivative instrument is the nominal or face amount used to calculate payments made on that instrument. Notional amounts are presented in the following table:
|
|
Notional |
|
|
Notional |
|
||
|
|
Amount |
|
|
Amount |
|
||
|
|
March 31, 2026 |
|
|
December 31, 2025 |
|
||
Derivatives designated as hedging instruments |
|
|
|
|
|
|
||
Foreign exchange contracts |
|
$ |
|
|
$ |
|
||
Diesel fuel contracts |
|
|
|
|
||||
Commodities contracts |
|
|
|
|
||||
Net Investment hedge |
|
$ |
|
|
$ |
|
||
Derivatives not designated as hedging instruments |
|
|
|
|
|
|
||
Foreign exchange contracts |
|
$ |
|
|
$ |
|
||
Equity derivatives |
|
$ |
|
|
$ |
|
||
The fair values and amount of gain (loss) recognized in income and Other Comprehensive Income (“OCI”) associated with the derivative instruments disclosed above did not have a material impact on the Company’s condensed consolidated financial statements during the three months ended March 31, 2026.
On July 16, 2025, the Company completed the acquisition of Touchland Holding Corp ("Touchland"), the developer of TOUCHLAND® hand sanitizer products (the "Touchland Acquisition"). The Company paid $
The preliminary fair values of the net assets at acquisition are set forth as follows:
Accounts receivable |
$ |
|
|
Inventory |
|
|
|
Other current assets |
|
|
|
Property, plant and equipment |
|
|
|
Other long-term assets |
|
|
|
Trade name |
|
|
|
Customer relationship intangible asset |
|
|
|
Goodwill |
|
|
|
Accounts payable, accrued expenses and other liabilities |
|
( |
) |
Business acquisition liabilities - short-term |
|
( |
) |
Deferred income taxes |
|
( |
) |
Deferred and other long-term liabilities |
|
( |
) |
Cash purchase price at closing (net of cash acquired) |
$ |
|
The trade name and customer relationship intangible assets were valued using a discounted cash flow model and have a useful life of
13
Pro forma results are not presented because the impact of the acquisition is not material to the Company’s consolidated financial results. The goodwill and other intangible assets associated with the Touchland Acquisition are not deductible for U.S. tax purposes.
Spinbrush Divestiture
On May 1, 2025, the Company announced that it would exit the Spinbrush business which resulted in a pre-tax loss of $
Flawless Business Exit
On May 1, 2025, the Company announced that it would exit the Flawless business which resulted in a pre-tax loss of $
Waterpik Showerheads Business Exit
On May 1, 2025, the Company announced that it would exit the Waterpik showerheads business which resulted in a pre-tax loss of $
VMS Divestiture
On December 9, 2025, the Company announced a definitive agreement to sell the VitaFusion and L’il Critters brands to Piping Rock Health Products, Inc. ("Piping Rock"). This agreement includes the VitaFusion and L’il Critters brands, relevant trademarks and licenses, and the Company's former manufacturing and distribution facilities in Vancouver and Ridgefield, Washington. The transaction closed on December 31, 2025 and includes a short-duration transition services agreement ("TSA"). The Company has a TSA-related liability of $
In connection with the agreement, the Company derecognized PP&E of $
The divestiture of the Company's VMS business does not meet the criteria to be reported as discontinued operations in the consolidated financial statements as the Company's decision to divest this business does not represent a strategic shift that will have a significant impact on the Company's operations and financial results.
The Company has intangible assets of substantial value on its Condensed Consolidated Balance Sheet. These intangible assets are generally related to intangible assets with a useful life, indefinite-lived trade names and goodwill. The Company determines whether an intangible asset (other than goodwill) has a useful life based on multiple factors, including how long the Company intends to generate cash flows from the asset. These intangible assets are more fully explained in the following sections.
Indefinite-Lived Intangible Assets
The following table presents the carrying value of indefinite-lived intangible assets:
|
March 31, |
|
|
December 31, |
|
||
|
2026 |
|
|
2025 |
|
||
Gross Carrying Value Trade Names |
$ |
|
|
$ |
|
||
Sale of Spinbrush Tradename |
|
|
|
|
( |
) |
|
Trade Names |
$ |
|
|
$ |
|
||
14
The Company’s indefinite-lived intangible impairment review is completed in the fourth quarter of each year.
Fair value for indefinite-lived intangible assets was estimated based on a “relief from royalty” or “excess earnings” discounted cash flow method, which contains numerous variables that are subject to change as business conditions change, and therefore could impact fair values in the future. The key assumptions used in determining fair value are sales growth, profitability margins, tax rates, discount rates and royalty rates.
On May 1, 2025, the Company announced that it would exit the Spinbrush business which resulted in a pre-tax loss of $
The Company’s global WATERPIK business is experiencing customer distribution losses and a decline in consumer demand, mainly due to lower consumer spending and more customers choosing value brands amid inflation. This has reduced sales, profits, and expected cash flows, eroding much of the excess fair value over carrying value for the WATERPIK trade name. As of October 1, 2025 (the date of the Company's last annual impairment test), the trade name’s carrying value was $
Intangible Assets With a Useful Life
The following table provides information related to the carrying value of intangible assets with a useful life:
|
March 31, 2026 |
|
|
|
December 31, 2025 |
|
||||||||||||||||||||||
|
Gross |
|
|
|
|
|
|
|
Amortization |
|
Gross |
|
|
|
|
|
|
|
|
|
|
|||||||
|
Carrying |
|
|
Accumulated |
|
|
|
|
Period |
|
Carrying |
|
|
Accumulated |
|
|
Impairment |
|
|
|
|
|||||||
|
Amount |
|
|
Amortization |
|
|
Net |
|
(Years) |
|
Amount |
|
|
Amortization |
|
|
Charges(1) |
|
|
Net |
|
|||||||
Amortizable intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Trade Names |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|||||
Customer Relationships |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|||||
Patents/Formulas |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Total |
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
(1)
Intangible amortization expense was $
Goodwill
The carrying amount of goodwill is as follows:
|
Consumer |
|
|
Consumer |
|
|
Specialty |
|
|
|
|
||||
|
Domestic |
|
|
International |
|
|
Products |
|
|
Total |
|
||||
Balance at December 31, 2025 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Touchland Acquisition adjustments |
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at March 31, 2026 |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company tests goodwill for each reporting unit, which are also the Company's reportable segments. The result of the Company’s annual goodwill impairment test, performed in the beginning of the second quarter of 2025, determined that the estimated fair value substantially exceeded the carrying values of all reporting units. The determination of fair value contains numerous variables that are subject to change as business conditions change and therefore could impact fair value in the future.
15
The Company leases certain manufacturing facilities, warehouses, office space, railcars and equipment. Leases with an initial term of twelve months or less are not recorded on the Condensed Consolidated Balance Sheet. All recorded leases are classified as operating leases and lease expense is recognized on a straight-line basis over the lease term. Lease components (base rental costs) are accounted for separately from the nonlease components (e.g., common-area maintenance costs). For leases that do not provide an implicit rate, the Company uses its estimated secured incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
A summary of the Company’s lease information is as follows:
|
|
March 31, |
|
December 31, |
|
||
|
Classification |
2026 |
|
2025 |
|
||
Assets |
|
|
|
|
|
||
Right of use assets |
$ |
|
$ |
|
|||
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
||
Current lease liabilities |
$ |
|
$ |
|
|||
Long-term lease liabilities |
|
|
|
|
|||
Total lease liabilities |
|
$ |
|
$ |
|
||
|
|
|
|
|
|
||
Other information |
|
|
|
|
|
||
Weighted-average remaining lease term (years) |
|
|
|
|
|
||
Weighted-average discount rate |
|
|
% |
|
% |
||
|
Three Months |
|
|
Three Months |
|
||
|
Ended |
|
|
Ended |
|
||
|
March 31, 2026 |
|
|
March 31, 2025 |
|
||
Statement of Income |
|
|
|
|
|
||
Lease cost(1) |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
Other information |
|
|
|
|
|
||
Leased assets obtained in exchange for new lease liabilities net of modifications |
$ |
|
|
$ |
|
||
Cash paid for amounts included in the measurement of lease liabilities |
$ |
|
|
$ |
|
||
The Company’s minimum annual rentals including reasonably assured renewal options under lease agreements are as follows:
|
|
Operating |
|
|
|
|
Leases |
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031 and thereafter |
|
|
|
|
Total future minimum lease commitments |
|
|
|
|
Less: Imputed interest |
|
|
( |
) |
Present value of lease liabilities |
|
$ |
|
|
16
Accounts payable, accrued expenses and other liabilities consist of the following:
|
March 31, |
|
|
December 31, |
|
||
|
2026 |
|
|
2025 |
|
||
Accounts payable |
$ |
|
|
$ |
|
||
Accrued marketing and promotion costs |
|
|
|
|
|
||
Accrued wages and related benefit costs |
|
|
|
|
|
||
Other accrued current liabilities |
|
|
|
|
|
||
Total |
$ |
|
|
$ |
|
||
In 2015, the Company initiated a Supply Chain Finance program (“SCF Program”). Under the SCF Program, qualifying suppliers may elect to sell their receivables from the Company for early payment. Participating suppliers negotiate their receivables sales arrangements directly with a third party. The Company is not party to those agreements and do not have an economic interest in the suppliers' decisions to sell their receivables and has not been required to pledge any assets as security nor to provide any guarantee to third-party finance providers or intermediaries. The SCF Program may allow suppliers to obtain more favorable terms than they could secure on their own. The terms of the Company's payment obligations are not impacted by a supplier’s participation in the SCF Program. The Company's payment terms with suppliers are consistent between suppliers that elect to participate in the SCF Program and those that do not participate. As a result, the program does not have an impact to the Company's average days outstanding.
Long-term debt consists of the following:
|
March 31, |
|
|
December 31, |
|
||
|
2026 |
|
|
2025 |
|
||
|
|
|
|
|
|
||
Long-term debt |
|
|
|
|
|
||
$ |
|
|
$ |
|
|||
Less: Discount |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|||
Less: Discount |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|||
Less: Discount |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|||
Less: Discount |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|||
Less: Discount |
|
( |
) |
|
|
( |
) |
Debt issuance costs, net |
|
( |
) |
|
|
( |
) |
Total long-term debt |
$ |
|
|
$ |
|
||
17
The components of changes in accumulated other comprehensive income (loss) are as follows:
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
||||
|
Foreign |
|
|
Defined |
|
|
|
|
|
Other |
|
||||
|
Currency |
|
|
Benefit |
|
|
Derivative |
|
|
Comprehensive |
|
||||
|
Adjustments |
|
|
Plans |
|
|
Agreements |
|
|
Income (Loss) |
|
||||
Balance at January 1, 2025 |
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Other comprehensive income (loss) before reclassifications |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Amounts reclassified to Condensed Consolidated Statement of Income (a) |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Tax benefit (expense) |
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Other comprehensive income (loss) |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Balance at March 31, 2025 |
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at January 1, 2026 |
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
Other comprehensive income (loss) before reclassifications |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Amounts reclassified to Condensed Consolidated Statement of Income (a) |
|
|
|
|
|
|
|
|
|
|
|
||||
Tax benefit (expense) |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Other comprehensive income (loss) |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Balance at March 31, 2026 |
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
||
17. Commitments, Contingencies and Guarantees
Commitments
a. The Company has a partnership with a supplier of raw materials that mines and processes sodium-based mineral deposits. The Company purchases the majority of its sodium-based raw material requirements from the partnership. The partnership agreement terminates upon two years’ written notice by either partner. Under the partnership agreement, the Company has an annual commitment to purchase
b. As of March 31, 2026, the Company had commitments of approximately $
c. As of March 31, 2026, the Company had various guarantees and letters of credit totaling $
d. In connection with the December 1, 2020 acquisition of the ZICAM® brand (the “Zicam Acquisition”), the Company deferred payment of $
In connection with the December 24, 2021 acquisition of the THERABREATH® brand (the "TheraBreath Acquisition"), the Company deferred payment of $
In connection with the October 13, 2022 Hero Acquisition, the Company deferred payment of $
In connection with the July 16, 2025 Touchland Acquisition, the business acquisition liability was contingent upon the achievement of certain 2025 net sales thresholds. The initial fair value of this business acquisition liability was $
18
purchase price allocation. During 2025, the Company increased the fair value of the business acquisition liability to $
Legal proceedings
e. In addition, in conjunction with the Company’s acquisition and divestiture activities, the Company entered into select guarantees and indemnifications of performance with respect to the fulfillment of the Company’s commitments under applicable purchase and sale agreements. The arrangements generally indemnify the buyer or seller for damages associated with breach of contract, inaccuracies in representations and warranties surviving the closing date and satisfaction of liabilities and commitments retained under the applicable contract. Representations and warranties that survive the closing date generally survive for periods up to five years or the expiration of the applicable statutes of limitations. Potential losses under the indemnifications are generally limited to a portion of the original transaction price, or to other lesser specific dollar amounts for select provisions. With respect to sale transactions, the Company also routinely enters into non-competition agreements for varying periods of time. Guarantees and indemnifications with respect to acquisition and divestiture activities, if triggered, could have a materially adverse impact on the Company’s financial condition, results of operations and cash flows.
f. In addition to the matters described above, from time to time in the ordinary course of its business the Company is the subject of, or party to, various pending or threatened legal, regulatory or governmental actions or other proceedings, including, without limitation, those relating to, intellectual property, commercial transactions, product liability, purported consumer class actions, employment matters, antitrust, environmental, health, safety and other compliance related matters. Such proceedings are generally subject to considerable uncertainty and their outcomes, and any related damages, may not be reasonably predictable or estimable. Any such proceedings could result in a material adverse outcome negatively impacting the Company’s business, financial condition, results of operations or cash flows.
Segment Information
The Company operates
Segment revenues are derived from the sale of the following products:
Segment |
|
|
Products |
|
Consumer Domestic |
|
Household and personal care products |
||
Consumer International |
|
Primarily personal care products |
||
SPD |
|
Specialty products |
||
The Company also has equity in earnings of affiliates which is not reflected in a reportable segment. As of March 31, 2026, the Company held a
Our reportable segments comprise the structure used by our Chief Executive Officer, who has been determined to be the Chief Operating Decision Maker (“CODM”) to make key operating decisions and assess performance. The CODM considers Operating
19
Income for evaluating performance of each segment and making decisions about allocating capital and other resources to each segment. Asset information and capital expenditures are not regularly provided to the CODM.
The following tables present financial information relating to the Company’s segments for the three months ended March 31, 2026 and 2025:
|
|
Three Months Ended March 31, 2026 |
|
|||||||||||||||||
|
|
Consumer Domestic |
|
|
Consumer International |
|
|
SPD |
|
|
Consolidating Reclassification(1) |
|
|
Total Consolidated |
|
|||||
Net Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
|||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross Profit |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Marketing expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Research and Development(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Income from Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Three Months Ended March 31, 2025 |
|
|||||||||||||||||
|
|
Consumer Domestic |
|
|
Consumer International |
|
|
SPD |
|
|
Consolidating Reclassification(1) |
|
|
Total Consolidated |
|
|||||
Net Sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross Profit |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Marketing expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Research and Development(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Income from Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other segment expenses for the three months ended March 31, 2026 and 2025 include the following:
|
|
Consumer Domestic |
|
|
Consumer International |
|
|
SPD |
|
|
Total Consolidated |
|
||||
Depreciation & Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Quarter of 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
First Quarter of 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
20
Product line revenues from external customers are as follows:
|
Three Months Ended |
|
|||||
|
March 31, |
|
|
March 31, |
|
||
|
2026 |
|
|
2025 |
|
||
Household Products |
$ |
|
|
$ |
|
||
Personal Care Products |
|
|
|
|
|
||
Total Consumer Domestic |
|
|
|
|
|
||
Total Consumer International |
|
|
|
|
|
||
Total SPD |
|
|
|
|
|
||
Total Consolidated Net Sales |
$ |
|
|
$ |
|
||
Household Products include laundry, deodorizing and cleaning products. Personal Care Products include condoms, pregnancy kits, oral care products, skin and hair care products, and cold and remedy products.
21
CHURCH & DWIGHT CO., INC. AND SUBSIDIARIES
(In millions, except per share data)
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of the Company’s financial condition and results of operations should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 12, 2026, and the unaudited condensed consolidated financial statements and related notes contained in this Quarterly Report on Form 10-Q.
Overview
We develop, manufacture and market a broad range of consumer household and personal care products and specialty products focused on animal nutrition, chemicals and commercial products. Our well-recognized brands include ARM & HAMMER® baking soda, cat litter, laundry detergent, carpet deodorizer and other baking soda-based products; OXICLEAN® stain removers, cleaning solutions, laundry detergents and bleach alternatives; BATISTE® dry shampoo; WATERPIK® water flossers; THERABREATH® oral care products; HERO® acne treatment products; TOUCHLAND® hand sanitizers; TROJAN® condoms, lubricants and vibrators; FIRST RESPONSE® home pregnancy and ovulation test kits; NAIR® depilatories; ORAJEL® oral analgesic; XTRA® laundry detergent; and ZICAM® cold shortening and relief products. Seven of those brands are designated as "power brands" because they compete in large categories, and we believe they have the potential for significant global expansion. Those seven brands are ARM & HAMMER®; OXICLEAN®; BATISTE®; WATERPIK®; THERABREATH®; HERO® and TOUCHLAND® and represent approximately 70% of our net sales and profits.
We sell our consumer products under a variety of brands through a broad distribution platform that includes supermarkets, mass merchandisers, wholesale clubs, drugstores, convenience stores, home stores, dollar and other discount stores, pet and other specialty stores and websites and other e-commerce channels, all of which sell our products to consumers. We sell our specialty products to industrial customers, livestock producers and through distributors.
We operate in three principal segments: Consumer Domestic, Consumer International, and our Specialty Products Division (“SPD”).
Recent Developments
Global Economic Conditions and Trade Policies
We have experienced higher manufacturing costs and economic uncertainty due to changes in U.S. trade policies including ongoing reviews and modifications to tariffs and other U.S. trade measures. We continue to evaluate these evolving developments and have taken actions to mitigate their impact on our business, including exiting certain business lines, shifting production and relocating manufacturing operations, finding alternative sources of supply, selectively increasing prices, adjusting inventories, seeking exemptions with respect to tariffs, and most notably ceasing the import of substantially all Waterpik flossers and certain other products from China into the U.S. While the tariffs remain fluid, we are focused on managing these challenges. We believe our existing tariff cost exposure will be mitigated through the above-mentioned actions, future additional supply chain efforts and surgical pricing.
Middle East Conflict
The ongoing geopolitical conflict in the Middle East has disrupted global shipping routes, including the Strait of Hormuz and surrounding waterways, resulting in incremental inflationary pressure on certain commodities and transportation costs, as well as increased volatility in logistics and supply chain planning. While the situation remains fluid and unpredictable, we have implemented mitigation measures, including supplier diversification, alternative routing and incremental productivity programs. Based on current conditions, we believe we can mitigate a significant portion of these transitory impacts in 2026.
Other
For additional discussion, please refer to Item 1A, Risk Factors, and Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K.
22
Results of Operations
Consolidated results
|
Three Months Ended |
|
|
Change vs. |
|
Three Months Ended |
|
||
|
March 31, 2026 |
|
|
Prior Year |
|
March 31, 2025 |
|
||
Net Sales |
$ |
1,469.3 |
|
|
0.2% |
|
$ |
1,467.1 |
|
Gross Profit |
$ |
681.4 |
|
|
3.3% |
|
$ |
659.6 |
|
Gross Margin |
|
46.4 |
% |
|
140 basis points |
|
|
45.0 |
% |
Marketing Expenses |
$ |
139.4 |
|
|
2.0% |
|
$ |
136.6 |
|
Percent of Net Sales |
|
9.5 |
% |
|
20 basis points |
|
|
9.3 |
% |
Selling, General & Administrative Expenses |
$ |
251.0 |
|
|
10.2% |
|
$ |
227.7 |
|
Percent of Net Sales |
|
17.1 |
% |
|
+160 basis points |
|
|
15.5 |
% |
Income from Operations |
$ |
291.0 |
|
|
-1.5% |
|
$ |
295.3 |
|
Operating Margin |
|
19.8 |
% |
|
-40 basis points |
|
|
20.2 |
% |
Net income per share - Diluted |
$ |
0.91 |
|
|
2.2% |
|
$ |
0.89 |
|
Net Sales
Net sales for the quarter ended March 31, 2026 were $1,469.3, an increase of $2.2 or 0.2% as compared to the same period in 2025. The components of the net sales increase are as follows:
|
Three Months Ended |
|
|
|
March 31, |
|
|
Net Sales - Consolidated |
2026 |
|
|
Product volumes sold(1) |
|
5.3 |
% |
Pricing/Product mix(2) |
|
(0.3 |
%) |
Foreign exchange rate fluctuations |
|
1.1 |
% |
Exit of product lines(3) |
|
(8.1 |
%) |
Acquisitions(4) |
|
2.2 |
% |
Net Sales increase |
|
0.2 |
% |
Gross Profit / Gross Margin
Our gross profit was $681.4 for the three months ended March 31, 2026, a $21.8 increase as compared to the same period in 2025. Gross margin increased 140 basis points (“bps”) in the first quarter of 2026 compared to the same period in 2025. The increase in gross margin was primarily due to the impact of productivity programs of 150 bps, benefits of the Touchland Acquisition combined with the impact of business exits of 110 bps, favorable volume/price/mix of 50 bps and favorable foreign exchange of 10 bps, partially offset by the impact of higher manufacturing costs of 180 bps (including labor, inflation in commodities and transportation and higher tariffs, net of tariff mitigation actions).
Operating Expenses
Marketing expenses for the three months ended March 31, 2026 were $139.4, an increase of $2.8 or 2.0% as compared to the same period in 2025. Marketing expenses as a percentage of net sales in the first quarter of 2026 increased by 20 bps to 9.5% compared to 9.3% in the same period in 2025 due to increased investment in our brands and new products, supporting our innovation initiatives and organic growth.
SG&A expenses were $251.0 in the first quarter of 2026, an increase of $23.3 or 10.2% as compared to the same period in 2025. SG&A as a percentage of net sales increased 160 bps to 17.1% in the first quarter of 2026 as compared to 15.5% in the same period in
23
2025. The increase is primarily due to the Touchland Acquisition and focused investments in new growth initiatives, e-commerce and our international business.
Income from Operations
Operating margin decreased 40 basis points to 19.8% for the three months ended March 31, 2026, as compared to 20.2% in the same period in 2025.
Nonoperating Expenses
Interest income for the three months ended March 31, 2026 decreased $6.8 to $2.5 as compared to the same period in 2025 due to lower investment income from lower average cash balances.
Interest expense for the three months ended March 31, 2026 increased $0.7 to $24.0, as compared to the same period in 2025.
Other income (expense) was nominal for the three months ended March 31, 2026 and 2025.
Income Taxes
The effective tax rate for the three months ended March 31, 2026 was 20.7%, compared to 22.0% in the same period in 2025. The decrease is primarily due to lower state income taxes offset by lower stock option exercises.
Diluted EPS
We reported diluted net earnings per share for the three months ended March 31, 2026 of $0.91, an increase of approximately 2.2% from diluted net earnings per share of $0.89 for the three months ended March 31, 2025.
Segment results
We operate three reportable segments: Consumer Domestic, Consumer International and SPD. These segments are determined based on differences in the nature of products and organizational structure.
Segment |
|
|
Products |
|
Consumer Domestic |
|
Household and personal care products |
||
Consumer International |
|
Primarily personal care products |
||
SPD |
|
Specialty products |
||
24
Segment net sales and income from operations for the three months ended March 31, 2026 and March 31, 2025 are as follows:
|
Consumer |
|
|
Consumer |
|
|
|
|
|
|
|
||||
|
Domestic |
|
|
International |
|
|
SPD |
|
|
Total |
|
||||
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
||||
First Quarter of 2026 |
$ |
1,117.7 |
|
|
$ |
273.9 |
|
|
$ |
77.7 |
|
|
$ |
1,469.3 |
|
First Quarter of 2025 |
|
1,129.8 |
|
|
|
261.9 |
|
|
|
75.4 |
|
|
|
1,467.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income from Operations |
|
|
|
|
|
|
|
|
|
|
|
||||
First Quarter of 2026 |
$ |
240.2 |
|
|
$ |
39.9 |
|
|
$ |
10.9 |
|
|
$ |
291.0 |
|
First Quarter of 2025 |
|
244.8 |
|
|
|
37.7 |
|
|
|
12.8 |
|
|
|
295.3 |
|
Product line revenues from external customers are as follows:
|
Three Months Ended |
|
|||||
|
March 31, |
|
|
March 31, |
|
||
|
2026 |
|
|
2025 |
|
||
Household Products |
$ |
641.6 |
|
|
$ |
614.9 |
|
Personal Care Products |
|
476.1 |
|
|
|
514.9 |
|
Total Consumer Domestic |
|
1,117.7 |
|
|
|
1,129.8 |
|
Total Consumer International |
|
273.9 |
|
|
|
261.9 |
|
Total SPD |
|
77.7 |
|
|
|
75.4 |
|
Total Consolidated Net Sales |
$ |
1,469.3 |
|
|
$ |
1,467.1 |
|
Household Products include laundry, deodorizing, and cleaning products. Personal Care Products include condoms, pregnancy kits, oral care products, skin and hair care products, and cold and remedy products.
25
Consumer Domestic
Consumer Domestic net sales in the first quarter of 2026 were $1,117.7, a decrease of $12.1 or 1.1% as compared to the same period in 2025. The components of the net sales change were as follows:
|
|
Three Months Ended |
|
|
|
|
March 31, |
|
|
Net Sales - Consumer Domestic |
|
2026 |
|
|
Product volumes sold |
|
|
5.5 |
% |
Pricing/Product mix |
|
|
(0.1 |
%) |
Exit of product lines (1) |
|
|
(9.0 |
%) |
Acquisition(2) |
|
|
2.5 |
% |
Net Sales decrease |
|
|
(1.1 |
)% |
Net sales excluding business exits and the acquisition of Touchland increased for the three months ended March 31, 2026, reflecting growth from THERABREATH® mouth wash and toothpaste, ARM & HAMMER® Cat Litter, HERO® acne treatment products, and OXICLEAN® powder, partially offset by declines in WATERPIK® Oral Care.
Consumer Domestic income from operations for the first quarter of 2026 was $240.2, a decrease of $4.6 as compared to the first quarter of 2025. Consumer Domestic income from operations benefited from strong organic sales growth across household and personal care, plus sales volume from the Touchland Acquisition. Partially offsetting these volume benefits is the sales impact from the exited businesses. In total, increased sales volumes and changes in mix, primarily from the exited businesses, resulted in a net benefit of $17.2. Additionally, Consumer Domestic realized the benefit of productivity programs of $19.2 and a reduction in marketing expenses of $3.7 due to the exited businesses. These benefits were offset by higher manufacturing and distribution expenses of $29.2 due to inflation and sales volumes as well as higher SG&A expenses of $15.2 primarily related to the Touchland Acquisition.
Consumer International
Consumer International net sales were $273.9 in the first quarter of 2026, an increase of $12.0 or 4.6% as compared to the same period in 2025. The components of the net sales change were as follows:
|
|
Three Months Ended |
|
|
|
|
March 31, |
|
|
Net Sales - Consumer International |
|
2026 |
|
|
Product volumes sold |
|
|
5.3 |
% |
Pricing/Product mix |
|
|
(1.6 |
%) |
Foreign exchange rate fluctuations |
|
|
5.9 |
% |
Exit of product lines (1) |
|
|
(6.1 |
%) |
Acquisitions(2) |
|
|
1.1 |
% |
Net Sales increase |
|
|
4.6 |
% |
Net sales excluding business exits, the acquisition of Touchland and changes in foreign exchange rates increased in the first quarter ended March 31, 2026 primarily driven by THERABREATH® mouth wash, BATISTE® dry shampoo and HERO® acne treatment products in the Global Markets Group, HERO® acne treatment products in Germany and UK, and ARM & HAMMER® Cat Litter in Canada partially offset by lower sales in the middle east region.
26
Consumer International income from operations was $39.9 in the first quarter of 2026, an increase of $2.2 as compared to the first quarter of 2025. Consumer International income from operations benefited from strong organic sales growth across the portfolio, plus sales volume from the Touchland Acquisition. Partially offsetting these volume benefits is the sales impact from the exited businesses. In total, increased sales volumes and changes in mix, primarily from the exited businesses, resulted in a net benefit of $6.4. Consumer International also experienced favorable manufacturing and distribution expenses of $5.4. These benefits were partially offset by higher SG&A expenses of $7.3 primarily due to the Touchland Acquisition, higher marketing expenses of $6.5 to support growth, and unfavorable price/mix of $3.3. Income from operations was also impacted by favorable foreign exchange rates of $7.6.
Specialty Products (“SPD”)
SPD net sales were $77.7 in the first quarter of 2026, an increase of $2.3 or 3.1% as compared to the same period in 2025. The components of the net sales change were as follows:
|
|
Three Months Ended |
|
|
|
|
March 31, |
|
|
Net Sales - SPD |
|
2026 |
|
|
Product volumes sold |
|
|
2.0 |
% |
Pricing/Product mix |
|
|
1.1 |
% |
Net Sales increase |
|
|
3.1 |
% |
Net sales increased in the three months ended March 31, 2026 primarily due to growth in our sodium bicarbonate and animal nutrition businesses.
SPD income from operations was $10.9 in the first quarter of 2026, a decrease of $1.9 compared to the first quarter of 2025 due to higher SG&A expenses of $2.3 and unfavorable manufacturing costs of $1.1, partially offset by favorable price/mix of $0.8, higher volumes of $0.5 and lower marketing expenses of $0.3.
Equity in Earnings of Affiliates
Equity in earnings of affiliates represents the results of Armand in the three months ended March 31 2026 and 2025.
27
Liquidity and Capital Resources
On July 17, 2025, the Company entered into a new unsecured revolving Credit Agreement (the “Credit Agreement”). The Credit Agreement replaced the Company’s prior $1,500.0 unsecured revolving credit facility that was entered into on June 16, 2022. The aggregate commitments of the lenders under the Credit Agreement are $2,000.0, with an option to increase such commitments to $2,750.0. The revolving credit facility matures on July 17, 2030, unless extended. Borrowings under the Credit Agreement are available for general corporate purposes and are used to support our $2,000.0 commercial paper program.
As of March 31, 2026, we had $503.4 in cash and cash equivalents, and approximately $1,993.0 available through our revolving credit facility and our commercial paper program. To preserve our liquidity, we invest cash primarily in government money market funds, prime money market funds, short-term commercial paper and short-term bank deposits.
The current economic environment presents risks that could have adverse consequences for our liquidity. See “Our operating results have been, and could be in the future, adversely affected by natural disasters, public health crises, political crises, or other catastrophic events, or unfavorable worldwide, regional and local economic and financial market conditions” under “Risk Factors” in Item 1A of the Form 10-K. We continue to manage all aspects of our business including, but not limited to, monitoring the financial health of our customers, suppliers and other third-party relationships, implementing gross margin enhancement strategies and developing new opportunities for growth. We do not anticipate that current economic conditions will adversely affect our ability to comply with the financial covenant in the Credit Agreement because we currently are, and anticipate that we will continue to be, in compliance with the maximum leverage ratio requirement under the Credit Agreement.
On October 28, 2021, the Board authorized the Company’s share repurchase program, under which we may repurchase up to $1,000.0 in shares of Common Stock (the “2021 Share Repurchase Program”). The 2021 Share Repurchase Program does not have an expiration and replaced the 2017 Share Repurchase Program.
We have $228.9 of share repurchase availability under the 2021 Share Repurchase Program as of March 31, 2026.
The 2021 Share Repurchase Program did not modify our evergreen share repurchase program, authorized by the Board on January 29, 2014, under which we may repurchase, from time to time, Common Stock to reduce or eliminate dilution associated with issuances of Common Stock under our incentive plans.
On January 28, 2026, the Board declared a 4.2% increase in the regular quarterly dividend from $0.295 to $0.3075 per share (equivalent to an annual dividend of $1.23 per share) payable to stockholders of record as of February 13, 2026. The increase raises the annualized dividend payout from $287.0 to approximately $291.0 on an annualized basis.
We anticipate that our cash from operations, together with our current borrowing capacity, will be sufficient to fund our share repurchase programs to the extent implemented by management, pay debt and interest as it comes due, pay dividends at the latest approved rate, and meet our capital expenditure program costs, which are expected to be approximately $130.0 in 2026 including manufacturing capacity investments for THERABREATH® and Sterimar and an enterprise resource planning (ERP) project. Cash, together with our current borrowing capacity, may be used for acquisitions that would complement our existing product lines or geographic markets.
Cash Flow Analysis
|
Three Months Ended |
|
|||||
|
March 31, |
|
|
March 31, |
|
||
|
2026 |
|
|
2025 |
|
||
Net cash provided by operating activities |
$ |
174.8 |
|
|
$ |
185.7 |
|
Net cash used in investing activities |
$ |
(33.5 |
) |
|
$ |
(16.7 |
) |
Net cash used in financing activities |
$ |
(44.9 |
) |
|
$ |
(61.0 |
) |
Net Cash Provided by Operating Activities – Our primary source of liquidity is the cash flow provided by operating activities, which is dependent on net income and changes in working capital. Our net cash provided by operating activities in the three months ended March 31, 2026 decreased by $10.9 to $174.8 as compared to $185.7 in the same period in 2025 due to an increase in working capital partially offsetting an increase in cash earnings (net income adjusted for non-cash items). The increase in working capital is primarily related to the timing of income tax payments and higher inventory purchases to support growth partially offset by an increase in accounts payable. We measure working capital effectiveness based on our cash conversion cycle. The following table presents our cash conversion cycle information for the quarters ended March 31, 2026 and 2025:
28
|
Quarter ended as of |
|
|
|
|
||||||
|
March 31, 2026 |
|
|
March 31, 2025(1) |
|
|
Change |
|
|||
Days of sales outstanding in accounts receivable ("DSO") |
|
35 |
|
|
|
35 |
|
|
|
- |
|
Days of inventory outstanding ("DIO") |
|
64 |
|
|
|
70 |
|
|
|
(6 |
) |
Days of accounts payable outstanding ("DPO") |
|
79 |
|
|
|
77 |
|
|
|
(2 |
) |
Cash conversion cycle |
|
20 |
|
|
|
28 |
|
|
|
(8 |
) |
The cash conversion cycle (defined as the sum of DSO and DIO less DPO) is calculated using a quarter-to-quarter four-period average method. The Company considers the four-period average preferable to the previously employed two-period average as it mitigates period-to-period volatility. If the prior two-period average method had been applied as of March 31, 2025, DIO would still reflect a decrease of six days and the cash conversion cycle would still reflect a decrease of eight days compared to the previous year. The decrease in DIO is primarily attributable to enhanced inventory management initiatives. We continue to focus on reducing our working capital requirements.
Net Cash Used in Investing Activities – Net cash used in investing activities during the first three months of 2026 was $33.5, primarily reflecting $31.9 for additions to property, plant, and equipment. Net cash used in investing activities during the first three months of 2025 was $16.7, primarily reflecting $16.5 for property, plant and equipment additions.
Net Cash Used in Financing Activities – Net cash used in financing activities during the first three months of 2026 was $44.9, reflecting $72.9 of cash dividend payments and $19.8 related to business acquisition liability payments, partially offset by a $36.2 source of cash from the Company's TSA agreement with Piping Rock and proceeds from stock option exercises of $16.6. Net cash used in financing activities during the first three months of 2025 was $61.0, reflecting $72.4 of cash dividend payments and $5.9 related to the payment of a business acquisition liability, partially offset by $19.3 of proceeds from stock option exercises.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Market risk
For quantitative and qualitative disclosures about market risk affecting the Company, see “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of Part II in the Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
a) Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) at the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this report, are effective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission (the “Commission”), and (ii) accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding the disclosure.
b) Change in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurring during the Company’s most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION
This report contains forward-looking statements, including, among others, statements relating to net sales and earnings growth; the impact of the Touchland Acquisition; the impact of tariffs; the intended benefits of the exploration of strategic alternatives for certain of our businesses; gross margin changes; trade and marketing spending; marketing expense as a percentage of net sales;
29
sufficiency of cash flows from operations; earnings per share; the impact of new accounting pronouncements; cost savings programs; recessionary conditions; interest rates; inflation; consumer demand and spending; the effects of competition; the effect of product mix; volume growth, including the effects of new product launches into new and existing categories; the impact of acquisitions; and capital expenditures. Other forward-looking statements in this report may be identified by the use of such terms as “may,” “could,” “expect,” “intend,” “believe,” “plan,” “estimate,”“ outlook,” “forecast,” “project,” “anticipate,” “to be,” “to make” or other comparable terms. These statements represent the intentions, plans, expectations and beliefs of the Company, and are based on assumptions that the Company believes are reasonable but may prove to be incorrect. In addition, these statements are subject to risks, uncertainties and other factors, many of which are outside the Company’s control and could cause actual results to differ materially from such forward-looking statements. Factors that could cause such differences include a decline in market growth, retailer distribution and consumer demand (as a result of, among other things, political, economic and marketplace conditions and events), including those relating to the outbreak of contagious diseases; the impact of new regulations and legislation and change in regulatory priorities; shifting economic policies in the United States; potential changes in export/import and trade laws, regulations and policies of the United States and other countries, including any increased trade restrictions or tariffs; increased or changing regulation regarding the Company's products and its suppliers in the United States and other countries where it or its suppliers operate; the impact on the global economy of the Russia/Ukraine war and conflict in the Middle East, including the impact of export controls and other economic sanctions; potential recessionary conditions or economic uncertainty; the impact of continued shifts in consumer behavior, including accelerating shifts to on-line shopping; unanticipated increases in raw material and energy prices, including as a result of the Russia/Ukraine war, conflict in the Middle East or other inflationary pressures; delays and increased costs in manufacturing and distribution; increases in transportation costs; labor shortages; the impact of price increases for our products; the impact of inflationary conditions; the impact of supply chain and labor disruptions; the impact of severe inclement weather on raw material and transportation costs; adverse developments affecting the financial condition of major customers and suppliers; competition; changes in marketing and promotional spending; growth or declines in various product categories and the impact of customer actions in response to changes in consumer demand and the economy, including increasing shelf space or on-line share of private label and retailer-branded products or other changes in the retail environment; impairment charges or other negative impacts to the value of the Company's assets; consumer and competitor reaction to, and customer acceptance of, new product introductions and features; the Company’s ability to complete the announced strategic alternatives for certain of our businesses and realize the intended benefits; the risk that the announcement of strategic alternatives could have an adverse effect on the Company; the Company’s ability to maintain product quality and characteristics at a level acceptable to our customers and consumers; disruptions in the banking system and financial markets; the Company’s borrowing capacity and ability to finance its operations and potential acquisitions; higher interest rates; foreign currency exchange rate fluctuations; market volatility; issues relating to the Company’s information technology and controls; the impact of natural disasters, including those related to climate change, on the Company and its customers and suppliers, including third party information technology service providers; integrations of acquisitions or divestiture of assets; the outcome of contingencies, including litigation, pending regulatory proceedings and environmental matters; and changes in the regulatory environment in the countries where we do business.
The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the United States federal securities laws. You are advised, however, to consult any further disclosures the Company makes on related subjects in its filings with the Commission.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
General
The Company, in the ordinary course of its business, is the subject of, or party to, various pending or threatened legal actions, government investigations and proceedings from time to time, including, without limitation, those relating to commercial transactions, product liability, purported consumer class actions, employment matters, antitrust, environmental, health, safety and other compliance related matters. Such proceedings are subject to many uncertainties and the outcome of certain pending or threatened legal actions may not be reasonably predictable and any related damages may not be estimable. Certain legal actions could result in an adverse outcome for us, and any such adverse outcome could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A, “Risk Factors” in the Form 10-K, which could materially affect the Company’s business, financial condition or future results.
30
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company repurchases shares of its Common Stock from time to time pursuant to its publicly announced share repurchase programs.
During the first quarter of 2026, the Company did not repurchase any shares of Common Stock pursuant to its share repurchase programs. The following table contains information for shares repurchased during the first quarter of 2026, which was solely due to shares of Common Stock withheld by the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock.
There remains $228.9 of share repurchase availability under the 2021 Share Repurchase Program as of March 31, 2026.
Period |
|
Total |
|
|
Average |
|
|
Total Number of |
|
|
Approximate Dollar |
|
||||
1/1/2026 to 1/31/2026 |
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
$ |
228,905,959 |
|
2/1/2026 to 2/28/2026 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
228,905,959 |
|
3/1/2026 to 3/31/2026 |
|
|
48,837 |
|
|
|
103.14 |
|
|
|
- |
|
|
$ |
228,905,959 |
|
Total |
|
|
48,837 |
|
|
$ |
103.14 |
|
|
|
- |
|
|
|
|
|
31
ITEM 5. OTHER INFORMATION
Securities Trading Plans of Directors and Executive Officers
During the three months ended March 31, 2026, none of our directors or executive officers (as defined in Rule 16a-1(f) under the Exchange Act)
32
ITEM 6. EXHIBITS
Exhibit Index
|
|
|
|
|
|
|
(3.1) |
|
|
|
|
|
|
|
|
|
(3.2) |
|
|
|
|
|
|
|
|
|
(3.3) |
|
|
|
|
|
|
|
|
|
(3.4) |
|
|
|
|
|
|
|
|
|
(10.1) |
|
|
|
|
|
|
|
|
|
(10.2) |
|
|
|
|
|
|
|
|
|
(31.1) |
|
|
|
|
|
|
|
|
|
(31.2) |
|
|
|
|
|
|
|
|
|
(32.1) |
|
|
|
|
|
|
|
|
|
(32.2) |
|
|
|
|
|
|
|
|
|
(101.INS) |
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
|
|
|
|
|
|
(101.SCH) |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
|
|
|
|
|
|
|
(104) |
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
|
33
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
CHURCH & DWIGHT CO., INC. |
|
|
|
|
(REGISTRANT) |
|
|
|
|
|
DATE: |
|
May 1, 2026 |
|
/s/ Lee B. McChesney |
|
|
|
|
LEE B. MCCHESNEY |
|
|
|
|
Executive Vice President |
|
|
|
|
and Chief Financial Officer |
|
|
|
|
(Principal Financial Officer) |
|
|
|
|
|
DATE: |
|
May 1, 2026 |
|
/s/ Joseph J. Longo |
|
|
|
|
JOSEPH J. LONGO |
|
|
|
|
VICE PRESIDENT AND |
|
|
|
|
CONTROLLER |
|
|
|
|
(PRINCIPAL ACCOUNTING OFFICER) |
34
within such period of time. For the purposes of the Plan, any period of leave or layoff three months or longer, unless the Employee’s right to reemployment with the Company and/or a Subsidiary is provided either by statute or by contract, shall be deemed to cause a termination of employment effective as of the end of the third month of such leave or layoff, or such longer period that the Employee’s right to reemployment with the Company and/or a Subsidiary is provided either by statute or by contract.
(h) “Designated Subsidiaries” means each Subsidiary listed on Exhibit A and future Subsidiaries and Parents (if any) that are specifically designated to participate in the Plan by the Committee from time to time in its sole discretion. No Subsidiary or Parent (if any), whether located in jurisdictions outside of the United States or in the United States, shall be a Designated Subsidiary unless specifically designated by the Committee. The Committee may revoke the designation of any Subsidiary or Parent as a Designated Subsidiary and may exclude the employees of any specified Designated Subsidiary from any offering under the Plan.
(i) “Effective Date” means April 27, 2023.
(j) “Eligible Employee” means each person who on an Offering Date: (i) is an Employee of the Company or a Designated Subsidiary; and (ii) is not deemed for the purposes of Section 423 of the Code and regulations promulgated thereunder to own, directly or indirectly and by certain rules of constructive ownership, stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company, a Subsidiary or Parent (if any). Notwithstanding the foregoing, (i) Employees who are members of a collective bargaining unit shall be included under the Plan, unless their collective bargaining agreement excludes the Employee (or the bargaining unit of which the Employee is a member) from participation in the Plan; and (ii) the Committee may exclude the Employees of any specified Designated Subsidiary from any offering under the Plan.
(k) “Employee” means each person employed by the Company, a Subsidiary or a Parent (if any).
“Employee”, as used herein, shall not include an agent or an independent contractor. An individual classified by the Employer at the time services are provided as either an independent contractor or an individual who is not classified by the Employer as an Employee but who provides services to the Employer through another entity or otherwise shall not be eligible to participate in the Plan during the period that the individual is so initially classified, even if such individual is later retroactively reclassified as an employee during all or any part of such period pursuant to applicable law or otherwise.
(l) “Employer” means, with respect to any Employee, the Company or Designated Subsidiary by which the Employee is employed.
(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(n) “Market Price” means the closing price of the Common Stock as reported on the principal market, trading system or exchange on which the Company’s Shares are traded as of the applicable purchase date, or if there was no sale on such date, than as of the next preceding date on which there was a sale.
(o) “Offering Date” means the first business day of each calendar quarter or any other period of time designated by the Committee. The first Offering Date under the Plan shall be the date determined by the Committee in its sole discretion.
(p) “Option” means the right or rights granted to Eligible Employees to purchase the Company’s Common Stock under an offering made under the Plan and pursuant to such Eligible Employees’ elections to purchase.
(q) “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if, at the time of the granting of an Option, each of the corporations
2
other than the employer corporation owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
(r) “Participant” means an Eligible Employee who participates in the Plan.
(s) “Plan” means the Church & Dwight Co., Inc. Employee Stock Purchase Plan, as amended from time to time.
(t) “Plan Year” means a twelve-month period beginning January 1 and ending December 31 for which the Plan is in effect, except for the first Plan Year which shall be effective when the Committee commences the Plan and ends on the next succeeding December 31.
(u) “Purchase Date” means the last business day of each calendar quarter or such other dates determined by the Committee. The Committee shall determine, in its sole discretion, when the first Purchase Date under the Plan shall commence.
(v) “Purchase Period” means the period beginning on an Offering Date and ending on the next succeeding Purchase Date. The Committee shall determine, in its sole discretion, when the first Purchase Period under the Plan shall commence.
(w) “Rule 16b-3” means Rule 16b-3 promulgated under Section 16(b) of the Exchange Act as then in effect or any successor provisions.
(x) “Shares” or “Common Stock” means shares of the Company’s common stock, par value $1.00 per share.
(y) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the granting of an Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
(z) “Subscription Period” means, with respect to each Option, the first day of the preceding Purchase Period through the 20th day of the last month preceding the Purchase Period, or such other period of time designated by the Committee, in its sole discretion, in any offer of Common Stock under the Plan beginning on the first day Eligible Employees may elect to purchase Shares and ending on the last day such elections to purchase are authorized to be received and accepted.
3. Shares Reserved for Plan.
(a) The Shares of the Company’s Common Stock to be sold to Eligible Employees under the Plan may, at the election of the Committee, be purchased by the Agent on the open market or may be treasury shares or newly-issued and authorized Shares delivered to the Plan, upon such terms as the Committee may approve. The maximum number of Shares which shall be reserved and made available for sale under the Plan shall be 750,000, subject to adjustment as provided in paragraph (b) of this section. The Shares reserved may be issued and sold pursuant to one or more offerings under the Plan. With respect to each offering, the Committee may specify the number of Shares to be made available, the length of the Subscription Period, the length of the Purchase Period, the Offering Dates and such other terms and conditions not inconsistent with the Plan as may be necessary or appropriate. In no event shall the Subscription Period and the Purchase Period together exceed twenty-seven (27) months for any offering.
(b) In the event of any increase, reduction, or change or exchange of Common Stock for a different number or kind of Shares or other securities of the Company by reason of a reclassification, recapitalization, merger, consolidation, reorganization, stock dividend, spin off, stock split or reverse stock split, combination or exchange of Shares, repurchase of Shares, change in corporate structure or otherwise, the Committee shall conclusively determine the appropriate equitable adjustments, if any, to
3
be made under the Plan, including without limitation adjustments to the number of Shares which have been authorized for issuance under the Plan but have not yet been placed under Option, as well as the price per Share of Common Stock covered by each Option under the Plan which has not yet been exercised.
4. Administration of the Plan.
(a) The Plan shall be administered by the Committee and the Committee may select an administrator or any other person to whom its duties and responsibilities hereunder may be delegated. The Committee shall have full power and authority, subject to the provisions of the Plan, to promulgate such rules and regulations as it deems necessary for the proper administration of the Plan (including, without limitation, rules and regulations prohibiting or limiting a Participant’s ability to transfer Shares purchased pursuant to the Plan from such Participant’s account to a different account with the same or a different securities brokerage firm), to interpret the provisions and supervise the administration of the Plan, and to take all actions in connection therewith or in relation thereto as it deems necessary or advisable. The Committee may adopt special guidelines and provisions for persons who are residing in, or subject to the laws of, jurisdictions outside of the United States which may include: (i) an amendment to the terms of the Plan, or an offering; (ii) separate offerings under the Plan to, among other things, reflect the impact of local law outside of the United States to comply with applicable laws, including, without limitation, tax and securities laws as applied to one or more Eligible Employees of a Designated Subsidiary; and (iii) the establishment of sub-plans. The Committee may further limit the eligibility of certain Eligible Employees of a Designated Subsidiary outside the United States to reflect the impact of local law outside of the United States and may, where appropriate, establish one or more sets of guidelines or sub-plans to reflect such limitations. Any terms applicable to offerings outside the United States are intended to be administered in a manner consistent with Section 423 of the Code, unless otherwise required or necessary under applicable law, in which case that component of the Plan may be treated as a plan not subject to Section 423 of the Code (without impacting the component of the Plan intended to be treated as a plan subject to Section 423 of the Code). All interpretations and determinations of the Committee shall be made in its sole and absolute discretion based on the Plan document and shall be final, conclusive and binding on all parties.
(b) The Committee may employ such legal counsel, consultants, brokers and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant, broker or agent. The Committee may, in its sole discretion, designate an Agent to administer the Plan, purchase and sell Shares in accordance with the Plan, keep records, send statements of account to employees and to perform other duties relating to the Plan, as the Committee may request from time to time. The Agent shall serve as custodian for purposes of the Plan and Common Stock purchased under the Plan shall be held by and in the name of, or in the name of a nominee of, the custodian for the benefit of each Participant, who shall thereafter be a beneficial stockholder of the Company. The Committee may adopt, amend or repeal any guidelines or requirements necessary for the custody and delivery of the Common Stock, including, without limitation, guidelines regarding the imposition of reasonable fees in certain circumstances.
(c) The Company shall, to the fullest extent permitted by law and the Certificate of Incorporation and By-laws of the Company and, to the extent not covered by insurance, indemnify each director, officer or employee of the Employer (including the heirs, executors, administrators and other personal representatives of such person) and each member of the Committee against all expenses, costs, liabilities and losses (including attorneys’ fees, judgments, fines, excise taxes or penalties, and amounts paid or to be paid in settlement) actually and reasonably incurred by such person in connection with any threatened, pending or actual suit, action or proceeding (whether civil, criminal, administrative or investigative in nature or otherwise) in which such person may be involved by reason of the fact that he or she is or was serving this Plan in any capacity at the request of the Company, except in instances where any such person engages in willful misconduct or fraud. Such right of indemnification shall include the right to be paid by the Company for expenses incurred or reasonably anticipated to be incurred in defending any such suit, action or proceeding in advance of its disposition; provided, however, that the
4
payment of expenses in advance of the settlement or final disposition of a suit, action or proceeding, shall be made only upon delivery to the Company of an undertaking by or on behalf of such person to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified hereunder. Such indemnification shall be in addition to any rights of indemnification the person may have as a director, officer or employee or under the Certificate of Incorporation of the Company or the By-Laws of the Company. Expenses incurred by the Committee or the Board of Directors in the engagement of any such counsel, consultant or agent shall be paid by the Company.
(d) To the fullest extent not prohibited by law, the Committee shall have the authority to delegate some or all of its authority with respect to this Plan, as it may deem advisable to one or more of its members or to any officers or directors of the Company or any other person or committee designated by the Committee. Any delegation hereunder shall be subject to the restrictions and limits that the Committee specifies at the time of such delegation or thereafter. Nothing in this Plan shall be construed as obligating the Committee to delegate authority to any person, and the Committee may at any time rescind the authority delegated to any person and delegate authority to one or more other persons. At all times, any person delegated authority pursuant to this Section 4(d) shall serve in such capacity at the pleasure of the Committee. Any action undertaken by any such person or persons in accordance with the Committee’s delegation of authority shall have the same force and effect as if undertaken directly by the Committee, and any reference in this Plan to the “Committee” shall, to the extent consistent with the terms and limitations of such delegation, be deemed to include a reference to each and all such persons.
5. Participation in the Plan.
Options to purchase the Company’s Common Stock under the Plan shall be granted to all Eligible Employees; provided, however, that solely to the extent allowable under Section 423 of the Code, the Committee may determine that an offering of Common Stock under the Plan will not be extended to highly compensated employees (within the meaning of Code Section 414(q)) with compensation above a certain level or who are officers or subject to the disclosure requirements of Section 16(a) of the Exchange Act, provided the exclusion is applied in an identical manner to all highly compensated employees of the Employer. Effective as of the Effective Date until modified by the Committee, persons who are highly compensated employees (within the meaning of Code Section 414(q) with compensation at any level or who are officers or who are subject to the disclosure requirements of Section 16(a) of the Exchange Act shall be eligible to participate in the Plan.
Notwithstanding the foregoing, Employees who are citizens or residents of a foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens within the meaning of Code Section 7701(b)(1)(A)) may not participate in the Plan, unless otherwise permitted by the Committee, if (a) the grant of an Option under the Plan to such Employee is prohibited under the laws of the applicable foreign jurisdiction, or (b) compliance with the laws of the foreign jurisdiction would cause the Plan or an offering thereunder to violate the requirements of Code Section 423.
6. Purchase Price.
The purchase price per Share of the Common Stock subject to an offering pursuant to the Plan shall be determined by the Committee in its sole discretion, but in no event shall the price be less than 85% of the lesser of (i) the Market Price of a Share of Common Stock on the Offering Date (i.e., the first trading day of the applicable quarterly Offering Period) or (ii) the Market Price of a Share of Common Stock on the Purchase Date (i.e., the last trading day of the applicable quarterly Offering Period). Effective with the first Offering Period under the Plan, until modified by the Committee, the purchase price will be 85% of the Market Price of a Share of Common Stock on the Purchase Date.
7. Method of Payment.
Payment for Shares purchased pursuant to the Plan shall be made in installments through payroll deductions, with no right of prepayment.
8. Employee’s Election to Purchase; Grants of Options.
5
(a) In order to enroll and participate in the Plan, an Eligible Employee must make an election on a form provided by the Committee (or designee) stating the Eligible Employee’s desire to purchase Shares under the Plan during the Purchase Period in an amount (on an after-tax basis) not less than 1% but not more than 10% of the Eligible Employee’s Annual Pay which he or she elects to have withheld each payroll period during the Purchase Period. In order to be given effect, an Eligible Employee’s election to purchase Shares must be delivered on or before the last day of the Subscription Period to the person or office designated by the Committee to receive and accept such elections. Except as otherwise provided in the Plan or as determined by the Committee or its designee, once enrolled in the Plan, a Participant's payroll deduction authorization indicating his or her election to purchase Shares shall remain in effect unless and until modified or canceled by the Participant; provided, however that, effective April 4, 2026, if a Participant’s participation ceases due to the Participant reaching the accrual limit of twenty-five thousand dollars ($25,000) per calendar year under Section 423 of the Code, as provided under Section 11(a)(ii) of the Plan, the Participant shall be required to re-enroll in the Plan in order to purchase Shares under the Plan during any Purchase Period in a subsequent calendar year, subject to the terms and conditions of the Plan.
(b) Subject to the provisions of Section 8(c) below, once enrolled in the Plan, a Participant may only increase or decrease an existing payroll deduction authorization at the times and in accordance with procedures, if any, implemented by the Committee or its designee. A Participant may cancel an existing payroll deduction authorization at any time pursuant to Section 14(a) hereof and thereby terminate participation in the Plan with respect to a Purchase Period.
(c) Notwithstanding the foregoing provisions, in no event shall a Participant be permitted to increase the rate of his payroll deductions under the Plan to an amount which would result in non-compliance with the limitations stated in Sections 11(a)(ii) or (iii) hereof.
(d) All payroll deductions made by a Participant shall be credited to such Participant’s account under the Plan. A Participant may not make any additional payments into such account except as otherwise provided herein.
9. Exercise of Option.
(a) A Participant’s election to purchase Shares shall be exercised automatically on each Purchase Date following a Participant’s election, and the maximum number of whole and/or fractional Shares subject to such Option shall be purchased for such Participant at the applicable Option price with the accumulated payroll deductions in such Participant’s account. If all or any portion of the Shares cannot reasonably be purchased on the Purchase Date in the sole discretion of the Committee because of unavailability or any other reason, such purchase shall be made as soon thereafter as feasible. In no event shall certificates for any fractional Shares be issued under the Plan. Shares shall be credited to the Participant’s account as soon as administratively feasible after the Purchase Date.
(b) If all or any portion of the Shares that would otherwise be subject to Options granted on any Offering Date exceeds the number of Shares then available under the Plan (after deduction of all Shares for which Options have been exercised or are then outstanding) or if all or any portion of the Shares cannot reasonably be purchased on the Purchase Date in the sole discretion of the Committee because of any other reason, the Committee shall make a pro rata allocation of the Shares remaining available for Option grant in as uniform a manner as shall be practicable and as it shall determine to be equitable. In such event, the Committee shall give written notice to each Participant of the reduction in the number of Option Shares affected thereby and shall similarly reduce the rate of each Participant’s payroll deductions, if necessary, and return any remaining payroll deduction balance credited to each Participant, if necessary.
10. Delivery of Common Stock.
All the Shares purchased by a Participant on a Purchase Date shall, for all purposes, be deemed to have been issued and sold as of the close of business on such Purchase Date. Prior to that
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time the Participant shall have none of the rights or privileges of a stockholder of the Company with respect to such Shares.
All the Shares purchased pursuant to the Plan shall be delivered by the Company in a manner as determined from time to time, by the Board or its Committee. The Board or its Committee, in its discretion, may determine that the shares shall be delivered by the Company to the Participant by issuing and delivering a certificate for the number of Shares purchased by a Participant on a Purchase Date, or that the Shares purchased by a Participant on a Purchase Date, be delivered to a securities brokerage firm, as selected by the Board or its Committee, and such Shares shall be maintained by the securities brokerage firm in separate Plan accounts for Participants. The Company will not issue fractional Shares, but the securities brokerage firm will maintain fractional interest in such Shares.
Each certificate or investment account, as the case may be, will be in the name of the Participant.
11. Limitations of Number of Shares Which May Be Purchased.
(a) Notwithstanding any provisions of the Plan to the contrary, no individual shall be granted an Option under the Plan:
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if, immediately after the grant, such individual (or any other person whose stock would be attributed to such individual pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding Options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Subsidiary or Parent; or
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(ii) |
which permits such individual’s right to purchase stock under all employee stock purchase plans (as described in Section 423 of the Code) of the Company and any Subsidiary or Parent to accrue at a rate which exceeds twenty-five thousand dollars ($25,000) of fair market value of such stock (determined at the time such option is granted) for any calendar year in which such option is outstanding at any time. |
12. Stockholder Rights.
The Common Stock purchased upon exercise of an Option hereunder shall be credited to the Participant’s account under the Plan and shall be deemed to be transferred to the Participant on the Purchase Date. Only upon the issuance of Shares to a Participant or his agent (and only in respect to such Shares purchased) shall a Participant obtain the rights of stockholders, including, without limitation, any right to vote the Shares or receive any dividends or any other distributions thereon. The Shares purchased will be issued as soon as practicable after the Purchase Date.
13. Rights to Purchase Shares Not Transferable.
(a) Neither payroll deductions credited to a Participant’s account nor any rights with regard to the exercise of an Option or to receive Shares under the Plan may be sold, pledged, assigned or transferred in any manner otherwise than by will or the laws of descent and distribution. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as a cancellation of a Participant’s election to purchase shares in accordance with Section 14 hereof.
(b) All rights of a Participant granted under this Plan, including but not limited to, the grant of an Option, the right to exercise an Option and the ability to authorize payroll deductions shall relate solely to a Participant, except as otherwise provided in Section 17 hereof.
14. Cancellation of Election to Purchase.
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(a) A Participant who has elected to purchase Shares during a Purchase Period may cancel his or her election to purchase Shares with respect to such Purchase Period. Any such cancellation shall apply to all payroll deductions withheld (and any other amounts credited to his or her account) during the Purchase Period. A cancellation shall be effective as soon as administratively feasible after the delivery by the Participant of sufficient prior written notice of cancellation on a form provided by, or acceptable to, the Committee for such purpose to the office or person designated by the Committee to receive such elections. In order to be given effect with respect to a Purchase Period, a notice of cancellation must be so delivered no later than the date set by the Committee.
(b) A Participant’s rights, upon the cancellation of his or her election to purchase Shares, shall be limited to receiving in cash, as soon as practicable after delivery of the notice of cancellation, the cash balance (without interest) then credited to his or her account.
(c) A Participant’s cancellation of his or her election to purchase Shares in an offering shall not have any effect upon such Participant’s eligibility to participate in a subsequent offering or in any similar plan which may hereafter be adopted by the Company.
15. Termination of Continuous Service; Other Involuntary Withdrawal.
If a Participant’s Continuous Service terminates for any reason, or if a Participant ceases to be an Eligible Employee, no payroll deduction shall be taken from any pay due and owing to such Participant beyond the date such Participant’s Continuous Services terminates or such Participant ceases to be an Eligible Employee and the entire payroll deduction amount to the credit of such Participant shall be applied toward the purchase of Shares on the Purchase Date coincident with or next following the date such Participant’s Continuous Services terminates or such Participant ceases to be an Eligible Employee.
16. Dividends and Interest.
(a) Cash dividends, if any, on Shares acquired through the Plan will be automatically paid to the Participant by the Company, or if applicable, the transfer agent. Dividends paid in property other than cash or Common Stock shall be distributed to Participants as soon as practicable.
(b) Except as required by law, no interest shall accrue on or be payable with respect to the payroll deductions of a Participant in the Plan.
17. Application of Funds.
All funds received by the Company in payment for Shares purchased under the Plan and held by the Company at any time may be used for any valid corporate purpose.
18. Amendment and Termination.
The Company, by action of the Board of Directors (or a duly authorized committee) or the Committee may at any time terminate, amend or freeze the Plan. No such termination shall adversely affect Options previously granted and no amendment may make any change in any Option theretofore granted which adversely affects the rights of any Participant. No amendment shall be effective unless approved by the stockholders of the Company if stockholder approval of such amendment is required to comply with Section 423 of the Code or to comply with any other applicable law, regulation or stock exchange rule. Upon termination of the Plan, the Company shall return or distribute the payroll deductions credited to a Participant’s account (that have not been used to purchase Shares) and shall distribute or credit Shares credited to a Participant’s account. Upon the freezing of the Plan, any payroll deductions credited to a Participant’s account (that have not been used to purchase Shares) shall be used to purchase Shares in accordance with Section 9 hereof, substituting the term Purchase Date with the effective date of the freezing of the Plan.
19. Reports.
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Individual accounts shall be maintained for each Participant in the Plan. Statements of account shall be given to Participants at such times prescribed by the Committee; such statements may set forth the amounts of payroll deductions, the purchase price per Share, the number of Shares purchased, the aggregate Shares in the Participant’s account and the remaining cash balance, if any, or any other information as designated by the Committee.
20. Effective Date; Governmental Approvals or Consents.
The Plan was adopted by the Board of Directors of the Company on February 1, 2023, approved by the Company’s stockholders on April 27, 2023, and made effective as of the Effective Date, was amended and restated effective April 30, 2024 and November 22, 2024, and is herein amended and restated effective April 4, 2026. The Plan and any offerings and sales to Eligible Employees under it are subject to any governmental approvals or consents that may be or become applicable in connection therewith. The Board of Directors or the Committee may make such changes in the Plan and include such terms in any offering under the Plan as may be necessary or desirable, in the opinion of counsel, so that the Plan will comply with the rules and regulations of any governmental authority and so that Eligible Employees participating in the Plan will be eligible for tax benefits under the Code or the laws of any state.
21. Notices.
All notices or other communications by a Participant to the Company or the Committee under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company or Committee at the location, or by the person, designated for the receipt thereof and within the time period prescribed by the Company or Committee. Each Participant shall be responsible for furnishing the Committee with the current and proper address for the mailing of notices and the delivery of other information. Any notices or communications by the Company to a Participant shall be deemed given if directed to such address and mailed by regular United States mail, first-class and prepaid. If any item mailed to such address is returned as undeliverable to the addressee, mailing shall be suspended until the Participant furnishes the proper address.
22. Regulations and Other Approvals; Governing Law.
(a) This Plan and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Delaware without giving effect to the choice of law principles thereof, except to the extent that such law is preempted by federal law.
(b) The obligation of the Company to sell or deliver Shares with respect to Options granted under the Plan shall be subject to all applicable laws, rules and regulations, including all applicable federal and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee. The Company shall not be obligated to issue any Shares to a Participant if, in the opinion of counsel for the Company, the issuance of such Shares will constitute a violation by the Participant or the Company of any provisions of any rule or regulation of any governmental authority or any national securities exchange.
(c) To the extent required, the Plan is intended to comply with exemptive conditions under Rule 16b-3 and the Committee shall interpret and administer the provisions of the Plan in a manner consistent therewith. Any provisions inconsistent with Rule 16b-3 shall be inoperative and shall not affect the validity of the Plan.
(d) The Plan is not subject to any of the requirements of the Employee Retirement Income Security Act of 1974, as amended, nor is it intended to be qualified under Section 401(a) of the Code.
23. Withholding of Taxes.
(a) If the Participant makes a disposition, within the meaning of Section 424(c) of the Code and regulations promulgated thereunder, of any Share or Shares issued to such Participant pursuant to
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such Participant’s exercise of an Option, and such disposition occurs within the two-year period commencing on the day after the Offering Date or within the one-year period commencing on the day after the Purchase Date, such Participant shall immediately, or as soon as practicable thereafter, notify the Company thereof and, if applicable, thereafter immediately deliver to the Company any amount of federal, state or local income taxes and other amounts which the Company informs the Participant the Company is required to withhold.
(b) Notwithstanding anything herein to the contrary, the Employer shall have the right to make such provisions as it deems necessary to satisfy any obligations to withhold federal, state, or local income taxes or other taxes incurred by reason of the issuance of Common Stock pursuant to the Plan. Notwithstanding anything herein to the contrary, if applicable, the Employer may require a Participant to remit an amount equal to the required withholding amount and may invalidate any election if the Participant does not remit applicable withholding taxes. Without limiting the generality of the foregoing, solely to the extent permitted by law, any withholding obligation with regard to any Participant may be satisfied by: (i) reducing the number of shares of Common Stock otherwise deliverable to the Participant; (ii) subject to the Committee’s prior consent, any method approved by the Committee; or (iii) by the Participant paying cash directly to the Company.
24. Restrictions.
All certificates for Shares delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable to assist in the compliance with any applicable tax withholding laws or under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or any national securities association system upon whose system the Common Stock is then quoted, any applicable federal or state securities law, and any applicable corporate law and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
25. No Employment Rights.
The establishment and operation of this Plan shall not confer any legal rights upon any Participant or other person for a continuation of employment, nor shall it interfere with the rights of an Employer to discharge any employee and to treat him or her without regard to the effect which that treatment might have upon him or her as a Participant or potential Participant under the Plan.
26. Severability of Provisions.
If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.
27. Construction.
The use of a masculine pronoun shall include the feminine, and the singular form shall include the plural form, unless the context clearly indicates otherwise. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.
28. Electronic Elections, Purchases, and Transactions.
Any election, purchase or other transaction hereunder that is required to be made in writing may, to the extent determined by the Committee, be made, delivered and accepted electronically.
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EXHIBIT A
Designated Subsidiaries
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Church & Dwight Manufacturing Co., Inc. |
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To the Executive: |
Richard A. Dierker at the address on file with the Company |
To the Company: |
René Hemsey Executive Vice President, Chief Human Resources Officer Church & Dwight Co., Inc. 500 Charles Ewing Blvd. Ewing, NJ 08628 |
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or to such other address as any party shall have furnished to the others in writing in accordance herewith. Notices and communications shall be effective when actually received by the addressee.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.
CHURCH & DWIGHT CO., INC.
By:
Name:
Title:
EXECUTIVE
Richard A. Dierker
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EXHIBIT A
RELEASE AND WAIVER
In consideration of the payments and benefits provided for under the Amended and Restated Change in Control and Severance Agreement, which Executive acknowledges are payments and benefits to which Executive is not otherwise entitled, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive hereby agrees as follows:
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IN WITNESS WHEREOF, Executive has hereunto set his hand as of the day and year set forth below.
EXECUTIVE
Richard A. Dierker
Date:
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EXHIBIT 31.1
CERTIFICATIONS
I, Richard A, Dierker, certify that:
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Date: |
May 1, 2026 |
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/s/ Richard A. Dierker |
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Richard A. Dierker |
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President and Chief Executive Officer |
EXHIBIT 31.2
CERTIFICATIONS
I, Lee B. McChesney, certify that:
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Date: |
May 1, 2026 |
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/s/ Lee B. McChesney |
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Lee B. McChesney |
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Executive Vice President and Chief Financial Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT AND
18 U.S.C. SECTION 1350
I, Richard A. Dierker, President and Chief Executive Officer of Church & Dwight Co., Inc. (the “Company”), hereby certify that, based on my knowledge:
1. The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By: |
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/s/ Richard A. Dierker |
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Richard A. Dierker |
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President and Chief Executive Officer |
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Dated: |
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May 1, 2026 |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
RULE 13a-14(b) UNDER THE SECURITIES EXCHANGE ACT AND
18 U.S.C. SECTION 1350
I, Lee B. McChesney, Executive Vice President and Chief Financial Officer of Church & Dwight Co., Inc. (the “Company”), hereby certify that, based on my knowledge:
1. The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By: |
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/s/ Lee B. McChesney |
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Lee B. McChesney |
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Executive Vice President and Chief Financial Officer |
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Dated: |
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May 1, 2026 |