Clorox (CLX) sells multiple senior note tranches maturing 2031 to 2036
Rhea-AI Filing Summary
The Clorox Company entered into an underwriting agreement for a registered public offering of new senior notes. The company sold $550,000,000 of 4.700% Senior Notes due 2031, $400,000,000 of 4.950% Senior Notes due 2033, and $550,000,000 of 5.250% Senior Notes due 2036. The offering closed on May 11, 2026, under an existing Indenture dated May 11, 2022, with U.S. Bank Trust Company, National Association, as trustee. Legal validity of the securities is supported by an opinion from Cleary Gottlieb Steen & Hamilton LLP.
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Insights
Clorox adds new fixed-rate senior notes maturing 2031–2036.
The Clorox Company has issued three tranches of senior notes: $550,000,000 at 4.700% due 2031, $400,000,000 at 4.950% due 2033, and $550,000,000 at 5.250% due 2036, all under an existing Indenture.
These securities are unsecured senior obligations, so they sit high in the capital structure but behind any secured debt. Fixed coupons lock in interest costs through their respective maturities, which can help planning but limit flexibility if market rates fall.
The filing does not describe use of proceeds or refinancing intent, so the impact on leverage and interest coverage depends on how this debt interacts with existing obligations. Future periodic reports may clarify how these notes affect total debt levels and interest expense trends over coming fiscal periods.
8-K Event Classification
Key Figures
Key Terms
underwriting agreement financial
Senior Notes financial
registered public offering financial
Indenture regulatory
global notes financial
opinion of Cleary Gottlieb Steen & Hamilton LLP regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 11, 2026 (
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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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.
Item 8.01 Other Events
On May 6, 2026, The Clorox Company (the “Company”) executed an underwriting agreement in connection with the sale of an aggregate principal amount of $550,000,000 of its 4.700% Senior Notes due 2031 (the “2031 Notes”), an aggregate principal amount of $400,000,000 of its 4.950% Senior Notes due 2033 (the “2033 Notes”) and an aggregate principal amount of $550,000,000 of its 5.250% Senior Notes due 2036 (taken together with the 2031 Notes and the 2033 Notes, the “Securities”), in an underwritten registered public offering (the “Underwriting Agreement”). The offering closed on May 11, 2026. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1.
The foregoing summary is qualified in its entirety by reference to the text of the Underwriting Agreement as well as the Indenture, dated as of May 11, 2022, between the Company and U.S. Bank Trust Company, National Association, as trustee and the respective forms of global notes for the offering, which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
A copy of the opinion of Cleary Gottlieb Steen & Hamilton LLP relating to the validity of the Securities issued in this offering is attached hereto as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See the Exhibit Index below, which is incorporated by reference herein.
EXHIBIT INDEX
Exhibit |
Description |
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1.1 |
Underwriting Agreement dated as of May 6, 2026 |
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4.1 |
Indenture, dated as of May 11, 2022, between the Company and U.S. Bank Trust Company, National Association, as trustee, incorporated by reference from our current report on Form 8-K (File No. 001-07151) filed on May 11, 2022 |
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4.2 |
Company Order establishing the terms of the Securities |
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4.3 |
Form of 4.700% Senior Note due 2031 |
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4.4 |
Form of 4.950% Senior Note due 2033 |
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4.5 |
Form of 5.250% Senior Note due 2036 |
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5.1 |
Opinion of Cleary Gottlieb Steen & Hamilton LLP |
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23.1 |
Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1 hereto) |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
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THE CLOROX COMPANY |
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Date: May 11, 2026 |
By: |
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/s/ Angela Hilt |
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Angela Hilt |
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Executive Vice President – Chief Legal and |
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External Affairs Officer & Corporate Secretary |