Church & Dwight (CHD): Insider Adds Deferred Phantom Stock Units

Rhea-AI Filing Summary

Form 4 filing for Church & Dwight Co., Inc. (CHD) details a single insider transaction by director Michael R. Smith on 30 June 2025. Smith acquired 1,248.569 phantom stock units under the company’s Deferred Compensation Plan at a reference price of $96.11 per unit. Phantom stock converts to common shares on a 1-for-1 basis but is ultimately settled in cash according to plan rules. Following this acquisition, Smith’s total phantom stock balance rose to 1,790.974 units, all held directly.

The filing contains no disposals, option exercises, or sales; it is strictly an increase in deferred, cash-settled equity exposure. Because phantom shares mirror common stock performance, the transaction represents an incremental alignment of the director’s economic interests with those of shareholders, albeit with limited absolute dollar value relative to CHD’s market capitalization.

There is no indication of 10b5-1 plan usage and the transaction was not coded as routine compensation. From an investment-sentiment standpoint, insider purchases—especially by outside directors—are generally interpreted as mildly positive signals, though the ~1.25k-share size is not materially significant to corporate fundamentals.

Positive

• Director increased economic exposure by acquiring 1,248.569 phantom shares, raising total holdings to 1,790.974 units.

Negative

• None.

Insights

Securities Analyst

TL;DR: Small insider phantom-stock buy; immaterial financially but directionally positive for sentiment.

The director’s acquisition adds roughly 1,249 cash-settled phantom units, boosting his deferred equity stake to 1,791 units. At $96.11, the notional value is about $120k—negligible versus CHD’s multi-billion valuation. No shares were sold, and ownership remains direct, implying personal commitment rather than trust or fund activity. While insider buying can precede favorable stock moves, the limited size and cash-settled nature temper any strong bullish interpretation. Overall impact on valuation models, liquidity, and share count is zero; effect is confined to governance optics.

Corporate Governance Expert

TL;DR: Governance-neutral filing; modest alignment via deferred comp, no red flags.

Deferred-comp phantom stock encourages long-term alignment without immediate share issuance, so dilution risk is absent. The absence of 10b5-1 annotation suggests the buy was discretionary, modestly reinforcing board confidence. Because settlement is in cash, shareholders won’t experience dilution, but the director does assume market-based risk, which governance best practices endorse. No policy breaches or related-party concerns are evident. Materiality is low; therefore, the governance impact is classified as not impactful.

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^*

Smith Michael R

(Last) (First) (Middle)

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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)	06/30/2025		A		1,248.569		(2)	(2)	Common Stock	1,248.569	$96.11	1,790.974	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/ Cristina Paradiso, attorney-in-fact for Michael Smith	07/08/2025
	** 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 CHD director Michael R. Smith purchase?

He acquired 1,248.569 phantom stock units on 06/30/2025.

At what price were the phantom shares recorded?

The reference price in the filing is $96.11 per unit.

How many phantom shares does the director now hold?

After the transaction, Smith beneficially owns 1,790.974 phantom units.

Does this Form 4 involve common stock dilution?

No. Phantom stock under the Deferred Compensation Plan is cash-settled, so no new shares are issued.

Was the transaction executed under a 10b5-1 plan?

The filing does not indicate that Rule 10b5-1 affirmative defense conditions were used.

Is this insider trade considered material to CHD investors?

Given the small size (~1.25k units), it is not financially material to the company.