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[Form 4] CHURCH & DWIGHT CO INC /DE/ Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Richard A. Dierker, President and CEO and a director of Church & Dwight Co., Inc. (CHD), reported an award of phantom stock under the company's Deferred Compensation Plan that converts 1-for-1 into common stock but is to be settled in cash per the plan. The Form 4 shows a transaction dated 09/15/2025 recording acquisition of phantom stock units representing 42.46 units (conversion ratio 1:1) and an aggregate underlying common stock value of 15,560.005 shares equivalent at a reported per-share price of $91.25. The filing notes the units were acquired under the Deferred Compensation Plan and will be paid in cash when the plan prescribes, so the grant increases Dierker's economic exposure but does not immediately increase share count outstanding.

Positive

  • Alignment with shareholders: Grant ties executive compensation to company stock performance without immediate dilution.
  • Standard governance practice: Use of Deferred Compensation Plan indicates planned, documented compensation process.

Negative

  • Future cash obligation: Phantom units are to be settled in cash, creating a potential future cash payout for the company.
  • No immediate transparency on vesting: Filing does not disclose vesting or payout timing, limiting assessment of near-term impact.

Insights

TL;DR: A routine deferred-compensation phantom stock grant to the CEO that increases economic exposure but will be cash-settled rather than immediately dilutive.

The Form 4 documents a non-cash award under the company's Deferred Compensation Plan to Richard A. Dierker, combining his roles as President, CEO and director. The phantom units convert 1-for-1 into common stock for accounting or equivalence purposes but per the filing will be settled in cash under plan terms. This is a common executive compensation mechanism aligning pay with equity performance without issuing shares now. For governance review, note timing, vesting and settlement terms in the underlying plan to assess longer-term alignment and potential future cash obligations.

TL;DR: The award increases the CEO's equity-linked compensation exposure but represents a cash liability rather than immediate share issuance.

The reported transaction shows acquisition of phantom stock units with an indicated per-share reference price of $91.25 and an underlying equivalence of 15,560.005 common shares. Because the units are to be settled in cash under the Deferred Compensation Plan, there is no immediate dilution to shareholders. From a compensation perspective this is a standard deferred-pay structure that ties executive payout to stock performance while preserving share count; review of vesting and payout schedule in plan documents is necessary to quantify future cash flow timing and magnitude.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Dierker Richard A

(Last) (First) (Middle)
PRINCETON SOUTH CORPORATE PARK
500 CHARLES EWING BLVD

(Street)
EWING NJ 08628

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CHURCH & DWIGHT CO INC /DE/ [ CHD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock (1) 09/15/2025 A 42.46 (2) (2) Common Stock 42.46 $91.25 15,560.005 D
Explanation of Responses:
1. The phantom stock shares convert to common stock on a 1-for-1 basis.
2. The phantom stock shares were acquired under the Church & Dwight Co., Inc. Deferred Compensation Plan and are to be settled in cash at such time as prescribed by the Plan.
/s/ La Fleur Browne, Attorney-in-Fact for Richard A. Dierker 09/16/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Richard A. Dierker report on Form 4 for CHD?

He reported acquisition of phantom stock units under the Church & Dwight Deferred Compensation Plan on 09/15/2025, convertible 1-for-1 to common stock but to be settled in cash.

How many shares or units were reported in the transaction?

The filing references an underlying equivalence of 15,560.005 common-stock-equivalent shares and a unit amount of 42.46 (per the table entries).

Was this transaction a cash settlement or issuance of actual shares?

The filing states the phantom stock will be settled in cash under the Deferred Compensation Plan, not issued as immediate common shares.

Does this Form 4 indicate dilution to CHD shareholders?

No immediate dilution is indicated because the award is cash-settled; it increases executive economic exposure without issuing shares now.

What is the per-share reference price shown in the filing?

The filing shows a price reference of $91.25 per share for the derivative/underlying equivalence.
Church & Dwight Co Inc

NYSE:CHD

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20.18B
239.56M
0.19%
91.97%
3.72%
Household & Personal Products
Soap, Detergents, Cleang Preparations, Perfumes, Cosmetics
Link
United States
EWING