Clorox

“In addition, in B2B channels, including healthcare and other institutional markets, customers may shift to lower-cost alternatives, reduce usage or purchasing volumes, or renegotiate product specifications in response to budgetary, reimbursement or other cost pressures, which could adversely impact demand, pricing, and margins for the Company’s products. Certain of the Company’s offerings also involve dispensing systems, devices, or other product platforms that depend on customer retention and recurring purchases of related consumables or refill products, and any reduction in placements, retention, usage or replenishment rates, or any shift to lower-cost or competing consumables, could adversely affect future revenues and profitability.”

Annual report 2025A · The company itself

“In April 2026, the Company completed the acquisition of GOJO, expanding its product portfolio to include the Purell® brand and GOJO's health and hygiene solutions. The Company acquired all of the issued and outstanding membership interests of GOJO, which now operates as Clorox Purell and is based in northeast Ohio. The acquisition reflects the Company's strategy to expand its position in health and hygiene and strengthens its presence in business-to-business (B2B) channels, including healthcare and other institutional markets, through an established distribution network and a large installed base of dispensing systems that drive recurring demand.”

Annual report 2025A · The company itself

“In particular, on April 1, 2026, the Company completed its acquisition of GOJO (now operating as Clorox Purell), a significant strategic transaction that expands the Company’s position in health and hygiene and increases its presence in B2B channels, including healthcare and other institutional markets.”

Annual report 2025A · The company itself

“The Company also markets industry-leading products and technologies for professional customers, including those sold under the Purell®, CloroxPro™ and Clorox Healthcare® brand names.”

Annual report 2025A · The company itself

“The four reportable segments consist of the following: •Health and Wellness consists of cleaning, disinfecting, sanitizing and professional products marketed and sold in the United States. Products within this segment include home care cleaning and disinfecting products and laundry additives, primarily under the Clorox, Clorox2, Pine-Sol, Scentiva, Tilex, Liquid-Plumr and Formula 409 brands; skin sanitization and cleaning products under the Purell and GOJO brands; professional cleaning and disinfecting products under the CloroxPro and Clorox Healthcare brands; and professional food service products under the Hidden Valley brand.”

Annual report 2025A · The company itself

“Following the acquisition of GOJO, the Company is also more exposed to consolidation trends among distributors, group purchasing organizations, health systems and other large institutional customers in B2B channels, which may increase customer concentration, enhance purchasing leverage and pricing pressure, and adversely affect the Company’s net sales, margins and customer relationships.”

Annual report 2025A · The company itself

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

Annual report 2025A · The company itself

“In addition, the legal, regulatory and ethical landscape around the use of artificial intelligence and machine learning is rapidly evolving. The increasing integration of artificial intelligence into business operations may also fundamentally change how work is performed across the organization, and the Company’s ability to adapt its operating model, workforce, and internal processes to keep pace with these shifts may affect its competitive position and operational effectiveness.”

Annual report 2025A · The company itself

“The Company engages in research and development activities across its portfolio of consumer and professional products with the goal of delivering superior value to consumers and customers and driving growth consistent with the Company's IGNITE strategy. These activities principally involve: development and improvement of product formulations, including cleaning, disinfecting, and sanitizing chemistries, food and flavor technologies, filtration systems, and skin health and hygiene solutions; innovation in packaging design, including efforts to reduce the use of plastic and develop recyclable, reusable or otherwise more sustainable packaging; development and improvement of manufacturing processes to enhance efficiency and reduce environmental impact; design and engineering of dispensing systems and related consumable products for professional and institutional applications; and the use of data analytics, artificial intelligence and digital tools to enhance consumer insights, accelerate product development, and optimize marketing effectiveness.”

Annual report 2025A · The company itself

“Furthermore, as the Company continues to adopt emerging technologies across its business, its future success may increasingly depend on its ability to attract, develop and retain employees with capabilities in areas such as artificial intelligence and machine learning.”

Annual report 2025A · The company itself

“Following implementation, the Company experienced, and may continue to experience, system inefficiencies or integration challenges, delays in key business processes or workflows, data quality or migration issues, security access gaps, or operational disruptions, including issues that may emerge only as the system continues to operate at scale.”

Annual report 2025A · The company itself

“The Company has implemented and has been implementing certain strategic and transformational initiatives intended to generate cost savings, improve operational efficiencies and enhance its competitive position. These initiatives include the implementation of a new ERP system, expansion of digital capabilities and productivity enhancements, and continued execution of its long-standing cost savings program focused on reducing material and manufacturing costs, improving supply chain operations, and reducing overhead.”

Annual report 2025A · The company itself

“The Company completed the replacement of its ERP system in January 2026 as part of a broader, multi-year upgrade of its digital and productivity capabilities.”

Annual report 2025A · The company itself

“The Company has operations in approximately 25 countries or territories and sells its products in approximately 95 markets, primarily through mass retailers; grocery outlets; warehouse clubs; dollar stores; home hardware centers; drug, pet and military stores; third-party and owned e-commerce channels; and distributors.”

Annual report 2025A · The company itself

“Principal Markets and Methods of Distribution In the United States, most of the Company’s products are nationally advertised and sold to mass retailers, grocery outlets, warehouse clubs, dollar stores, home hardware centers, military stores and other retail outlets primarily through a direct sales force; to grocery stores and grocery wholesalers primarily through a combination of direct sales teams and a network of brokers; and through e-commerce retailers.”

Annual report 2025A · The company itself

“Net sales to the Company’s largest customer, Walmart Stores, Inc. and its affiliates, were 26%, 27% and 25% of consolidated net sales for the fiscal years ended June 30, 2026, 2025 and 2024, respectively, and occurred across all of the Company’s reportable segments.”

Annual report 2025A · The company itself

“The Company engages in research and development activities across its portfolio of consumer and professional products with the goal of delivering superior value to consumers and customers and driving growth consistent with the Company's IGNITE strategy. These activities principally involve: development and improvement of product formulations, including cleaning, disinfecting, and sanitizing chemistries, food and flavor technologies, filtration systems, and skin health and hygiene solutions; innovation in packaging design, including efforts to reduce the use of plastic and develop recyclable, reusable or otherwise more sustainable packaging; development and improvement of manufacturing processes to enhance efficiency and reduce environmental impact; design and engineering of dispensing systems and related consumable products for professional and institutional applications; and the use of data analytics, artificial intelligence and digital tools to enhance consumer insights, accelerate product development, and optimize marketing effectiveness.”

Annual report 2025A · The company itself

“The Company has implemented and has been implementing certain strategic and transformational initiatives intended to generate cost savings, improve operational efficiencies and enhance its competitive position. These initiatives include the implementation of a new ERP system, expansion of digital capabilities and productivity enhancements, and continued execution of its long-standing cost savings program focused on reducing material and manufacturing costs, improving supply chain operations, and reducing overhead.”

Annual report 2025A · The company itself

“Alternative retail channels and business models, including hard discounters, niche and native online brands, private label and store brands, direct-to-consumer channels, subscription services and buying clubs, have become and may continue to be more prevalent and popular than traditional retailers.”

Annual report 2025A · The company itself

“The Company has operations in approximately 25 countries or territories and sells its products in approximately 95 markets, primarily through mass retailers; grocery outlets; warehouse clubs; dollar stores; home hardware centers; drug, pet and military stores; third-party and owned e-commerce channels; and distributors.”

Annual report 2025A · The company itself

“The Company also relies on a number of single-source suppliers for certain commodities and raw material inputs, including packaging, product components, finished products and other necessary supplies as well as on single-source manufacturing for certain product lines. The Company has experienced and could continue to experience material disruptions in production and other supply chain issues, including as a result of business interruptions, aging infrastructure, supply chain dependencies, increased supplier concentration in certain categories, or challenges associated with integrating and aligning supply chain operations across acquired businesses, such as in the Company’s acquisition of GOJO, which could result in out-of-stock conditions.”

Annual report 2025A · The company itself

“The Company’s level of indebtedness has increased, and may continue to increase, in connection with recent strategic transactions, including the acquisition of GOJO for approximately $2.15 billion on April 1, 2026, which was primarily debt-financed, and the purchase of P&G’s 20% interest in the Glad joint venture, which was paid in cash for $476 million on March 2, 2026.”

Annual report 2025A · The company itself

“However, the Company remains highly exposed to changes in the prices of commodities and transportation used in manufacturing and shipping of its products as well as broader geopolitical developments.”

Annual report 2025A · The company itself

“Unfavorable or uncertain global macroeconomic factors that are beyond the Company's control have materially adversely affected, and could continue to materially adversely affect, its business, results of operations, financial condition and liquidity. These factors include, but are not limited to, inflation, interest rates, supply chain and logistics disruptions, labor market conditions, trade restrictions and tariffs, changes in trade policies and trade agreements, including the ongoing joint review of the United States-Mexico-Canada Agreement (USMCA), natural disasters, foreign exchange volatility, and other macroeconomic and market dynamics that affect consumer demand and purchasing power, which could impact the demand for the Company's products and negatively impact its net sales and results of operations.”

Annual report 2025A · The company itself

“The Company has experienced, and expects to continue to experience, the indirect impacts of the conflicts in Ukraine and the Middle East, including increases in the cost of raw and packaging materials and commodities (including the price of oil), supply chain and logistics challenges, and it is not possible to predict the broader or longer-term consequences of these conflicts or the sanctions and export controls imposed in response to each conflict or that may be imposed in response to future developments.”

Annual report 2025A · The company itself

“Further, consumer preferences continue to evolve due to a number of factors, including macroeconomic volatility and uncertainty and inflation, which could cause consumers to purchase a smaller pack or quantity of a product or seek category alternatives or a lower priced alternative to the Company's products; fragmentation of the consumer market and changes in consumer demographics, including the emergence of millennials, Generation Z and younger generations who have different spending, consumption and purchasing habits; evolving consumer concerns or perceptions regarding the sustainability practices of manufacturers, including the environmental impacts of products and packaging; a growing demand for natural or organic products and ingredients; evolving consumer concerns or perceptions (whether accurate or inaccurate) regarding the effects of ingredients or substances present in certain consumer products; and changing consumer sentiment toward non-local products or sources.”

Annual report 2025A · The company itself

“Volatility and increases in the cost of key raw materials and packaging inputs, including resins, non-woven fabrics for wipes products, chemicals, agricultural commodities and packaging materials, as well as energy, transportation, labor and other supply costs, have harmed, and may continue to harm, the Company’s results of operations. Many of these inputs are subject to price volatility and availability constraints driven by factors beyond the Company’s control, including macroeconomic and geopolitical conditions, governmental actions (such as tariffs, sanctions, or trade restrictions), supply and demand imbalances, capacity constraints, weather events, and natural disasters (including the effects of climate change), labor shortages, currency fluctuations, and other operational or logistical disruptions.”

Annual report 2025A · The company itself

“Unfavorable or uncertain global macroeconomic factors that are beyond the Company's control have materially adversely affected, and could continue to materially adversely affect, its business, results of operations, financial condition and liquidity. These factors include, but are not limited to, inflation, interest rates, supply chain and logistics disruptions, labor market conditions, trade restrictions and tariffs, changes in trade policies and trade agreements, including the ongoing joint review of the United States-Mexico-Canada Agreement (USMCA), natural disasters, foreign exchange volatility, and other macroeconomic and market dynamics that affect consumer demand and purchasing power, which could impact the demand for the Company's products and negatively impact its net sales and results of operations.”

Annual report 2025A · The company itself

“In addition, geopolitical instability (including conflicts in Ukraine and the Middle East and other ongoing conflicts and regional tensions affecting global energy markets and key shipping routes, as well as trade tensions among major economies and rising tensions between China and Taiwan) has significantly increased global macroeconomic uncertainty and volatility.”

Annual report 2025A · The company itself

“Recent geopolitical conflicts and tensions have contributed to volatility in fuel and freight costs, as well as disruptions and delays in global shipping and logistics networks, which has affected, and may continue to affect, the Company’s supply chain.”

Annual report 2025A · The company itself

“Volatility and increases in the cost of key raw materials and packaging inputs, including resins, non-woven fabrics for wipes products, chemicals, agricultural commodities and packaging materials, as well as energy, transportation, labor and other supply costs, have harmed, and may continue to harm, the Company’s results of operations. Many of these inputs are subject to price volatility and availability constraints driven by factors beyond the Company’s control, including macroeconomic and geopolitical conditions, governmental actions (such as tariffs, sanctions, or trade restrictions), supply and demand imbalances, capacity constraints, weather events, and natural disasters (including the effects of climate change), labor shortages, currency fluctuations, and other operational or logistical disruptions.”

Annual report 2025A · The company itself

“However, the Company remains highly exposed to changes in the prices of commodities and transportation used in manufacturing and shipping of its products as well as broader geopolitical developments.”

Annual report 2025A · The company itself

“Unfavorable or uncertain global macroeconomic factors that are beyond the Company's control have materially adversely affected, and could continue to materially adversely affect, its business, results of operations, financial condition and liquidity. These factors include, but are not limited to, inflation, interest rates, supply chain and logistics disruptions, labor market conditions, trade restrictions and tariffs, changes in trade policies and trade agreements, including the ongoing joint review of the United States-Mexico-Canada Agreement (USMCA), natural disasters, foreign exchange volatility, and other macroeconomic and market dynamics that affect consumer demand and purchasing power, which could impact the demand for the Company's products and negatively impact its net sales and results of operations.”

Annual report 2025A · The company itself

“Many of these inputs are subject to price volatility and availability constraints driven by factors beyond the Company’s control, including macroeconomic and geopolitical conditions, governmental actions (such as tariffs, sanctions, or trade restrictions), supply and demand imbalances, capacity constraints, weather events, and natural disasters (including the effects of climate change), labor shortages, currency fluctuations, and other operational or logistical disruptions.”

Annual report 2025A · The company itself

“The Company's ability to attract and retain talent has been and may continue to be impacted by a number of factors, including employee morale, its reputation, competition from other employers and availability of qualified individuals in key geographic areas such as the San Francisco Bay Area, and challenges in the labor market, particularly in the U.S., which has increasing labor costs, sustained labor shortages, and changing worker and talent market expectations around flexible work models and relocation.”

Annual report 2025A · The company itself

“As of June 30, 2026, the Company employed about 9,200 people worldwide, with 77% in the United States and 23% working outside the United States.”

Annual report 2025A · The company itself

“Key raw materials used by the Company include resins, non-woven fabrics for wipes products, sodium hypochlorite, corrugated cardboard, soybean oil, solvent, derivatives of amines and other chemicals and agricultural commodities.”

Annual report 2025A · The company itself

“Volatility and increases in the cost of key raw materials and packaging inputs, including resins, non-woven fabrics for wipes products, chemicals, agricultural commodities and packaging materials, as well as energy, transportation, labor and other supply costs, have harmed, and may continue to harm, the Company’s results of operations. Many of these inputs are subject to price volatility and availability constraints driven by factors beyond the Company’s control, including macroeconomic and geopolitical conditions, governmental actions (such as tariffs, sanctions, or trade restrictions), supply and demand imbalances, capacity constraints, weather events, and natural disasters (including the effects of climate change), labor shortages, currency fluctuations, and other operational or logistical disruptions.”

Annual report 2025A · The company itself

“The IT/OT systems of the Company, its customers, business partners, suppliers, and third-party providers have been, and will continue to be, subject to cyber-threats, including malware, ransomware, unauthorized access and other attacks. The Company experienced a cyberattack in August 2023 and may continue to experience an increase in the number of such attacks, which may result in unauthorized access to or disclosure of information and increased response and remediation costs.”

Annual report 2025A · The company itself

“The Company has experienced, and expects to continue to experience, the indirect impacts of the conflicts in Ukraine and the Middle East, including increases in the cost of raw and packaging materials and commodities (including the price of oil), supply chain and logistics challenges, and it is not possible to predict the broader or longer-term consequences of these conflicts or the sanctions and export controls imposed in response to each conflict or that may be imposed in response to future developments.”

Annual report 2025A · The company itself

“Volatility and increases in the cost of key raw materials and packaging inputs, including resins, non-woven fabrics for wipes products, chemicals, agricultural commodities and packaging materials, as well as energy, transportation, labor and other supply costs, have harmed, and may continue to harm, the Company’s results of operations.”

Annual report 2025A · The company itself

“Further, consumer preferences continue to evolve due to a number of factors, including macroeconomic volatility and uncertainty and inflation, which could cause consumers to purchase a smaller pack or quantity of a product or seek category alternatives or a lower priced alternative to the Company's products; fragmentation of the consumer market and changes in consumer demographics, including the emergence of millennials, Generation Z and younger generations who have different spending, consumption and purchasing habits; evolving consumer concerns or perceptions regarding the sustainability practices of manufacturers, including the environmental impacts of products and packaging; a growing demand for natural or organic products and ingredients; evolving consumer concerns or perceptions (whether accurate or inaccurate) regarding the effects of ingredients or substances present in certain consumer products; and changing consumer sentiment toward non-local products or sources.”

Annual report 2025A · The company itself

“Consumer preferences may also result in changing concerns regarding plastics and packaging materials, including single-use and non-recyclable plastic packaging, and other components of the Company's products and their environmental impact; a growing demand for natural or organic products and ingredients; or increased concerns or perceptions (whether accurate or inaccurate) regarding the effects of ingredients or substances present in certain consumer products.”

Annual report 2025A · The company itself

“During the fiscal year, ongoing macroeconomic uncertainty continued to influence consumer shopping behaviors, resulting in category slowdowns and lower sales.”

Annual report 2025A · The company itself

“As a result, changes in the strategies of the Company’s largest customers, including a reduction in the number of brands they carry, a shift of shelf space to “private label” or competitors’ products or a decision to lower pricing of consumer products, including branded products, may harm the Company’s net sales or net earnings, and reduce the ability of the Company to offer new, innovative products to consumers and other end users.”

Annual report 2025A · The company itself

“The Company is subject to climate-related transition risks, including increased energy costs due to increasing demand for alternative energy sources and new or increased legal and regulatory requirements to reduce or mitigate impacts to the environment. Evolving and increasing regulatory requirements, including in relation to sustainability, such as extended producer responsibility or environmental or emissions standards could cause disruptions in the Company's manufacturing processes or increase operating, energy, raw materials and compliance costs.”

Annual report 2025A · The company itself

“Key raw materials used by the Company include resins, non-woven fabrics for wipes products, sodium hypochlorite, corrugated cardboard, soybean oil, solvent, derivatives of amines and other chemicals and agricultural commodities.”

Annual report 2025A · The company itself

“Further, consumer preferences continue to evolve due to a number of factors, including macroeconomic volatility and uncertainty and inflation, which could cause consumers to purchase a smaller pack or quantity of a product or seek category alternatives or a lower priced alternative to the Company's products; fragmentation of the consumer market and changes in consumer demographics, including the emergence of millennials, Generation Z and younger generations who have different spending, consumption and purchasing habits; evolving consumer concerns or perceptions regarding the sustainability practices of manufacturers, including the environmental impacts of products and packaging; a growing demand for natural or organic products and ingredients; evolving consumer concerns or perceptions (whether accurate or inaccurate) regarding the effects of ingredients or substances present in certain consumer products; and changing consumer sentiment toward non-local products or sources.”

Annual report 2025A · The company itself

“In particular, the Company's acquisition of GOJO has expanded its portfolio of products subject to FDA oversight, including products regulated as cosmetics and over-the-counter drugs, which are subject to distinct regulatory requirements. Changes in FDA regulations, priorities, or enforcement approaches applicable to these product categories could have a disproportionate impact on the Company's operations.”

Annual report 2025A · The company itself

“The Company could be the subject of negative publicity or litigation in spite of or as a result of these efforts, including relating to product safety, quality or efficacy; ingredients or substances actually or allegedly present in the Company’s products or packaging; sustainability; or its human capital practices, including if the Company changes its position on or does not achieve its sustainability goals.”

Annual report 2025A · The company itself

“Volatility and increases in the cost of key raw materials and packaging inputs, including resins, non-woven fabrics for wipes products, chemicals, agricultural commodities and packaging materials, as well as energy, transportation, labor and other supply costs, have harmed, and may continue to harm, the Company’s results of operations.”

Annual report 2025A · The company itself

“In particular, the Company has incurred significant cash outflows and additional indebtedness in connection with its recent GOJO acquisition and Glad joint venture buyout, which may increase interest expense, reduce liquidity, and limit financial flexibility.”

Annual report 2025A · The company itself

“It may also face increased costs or mandatory funding obligations under extended producer responsibility or similar regulations or restrictions on materials and packaging types.”

Annual report 2025A · The company itself

“Recent geopolitical conflicts and tensions have contributed to volatility in fuel and freight costs, as well as disruptions and delays in global shipping and logistics networks, which has affected, and may continue to affect, the Company’s supply chain.”

Annual report 2025A · The company itself

“A large percentage of the Company’s revenues comes from mature markets that are subject to high levels of competition. During fiscal year 2026, 84% of the Company’s net sales were attributable to U.S. markets, including U.S. territories.”

Annual report 2025A · The company itself

“U.S. markets for consumer goods are considered more mature and commonly characterized by high household penetration, particularly with respect to the Company’s most significant product categories.”

Annual report 2025A · The company itself

“In fiscal year 2026, 16% of the Company’s net sales were attributable to international markets.”

Annual report 2025A · The company itself

“Products within this segment include laundry additives and home care products primarily marketed under the Clorox, Poett, Pine-Sol, Clorinda and Chux brands; bags and wraps under the Glad brand; cat litter primarily marketed under the Ever Clean and Fresh Step brands and water-filtration products marketed under the Brita brand.”

Annual report 2025A · The company itself

“In fiscal year 2026, 16% of the Company’s net sales were attributable to international markets.”

Annual report 2025A · The company itself

“Products within this segment include laundry additives and home care products primarily marketed under the Clorox, Poett, Pine-Sol, Clorinda and Chux brands; bags and wraps under the Glad brand; cat litter primarily marketed under the Ever Clean and Fresh Step brands and water-filtration products marketed under the Brita brand.”

Annual report 2025A · The company itself

“In fiscal year 2026, 16% of the Company’s net sales were attributable to international markets.”

Annual report 2025A · The company itself

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

Annual report 2025A · The company itself