Clorox issues new senior notes due 2031–2036

The Clorox Company entered into an underwriting agreement for a registered public offering of new senior notes.

(Moderate)

(Neutral)

Form Type

8-K

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.

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

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

2031 Senior Notes: $550,000,000 at 4.700% 2033 Senior Notes: $400,000,000 at 4.950% 2036 Senior Notes: $550,000,000 at 5.250% +3 more

6 metrics

2031 Senior Notes $550,000,000 at 4.700% Aggregate principal amount of 4.700% Senior Notes due 2031

2033 Senior Notes $400,000,000 at 4.950% Aggregate principal amount of 4.950% Senior Notes due 2033

2036 Senior Notes $550,000,000 at 5.250% Aggregate principal amount of 5.250% Senior Notes due 2036

Underwriting agreement date May 6, 2026 Date Clorox executed the underwriting agreement

Offering closing date May 11, 2026 Date the senior notes offering closed

Indenture date May 11, 2022 Date of Indenture with U.S. Bank Trust Company, National Association

Key Terms

underwriting agreement, Senior Notes, registered public offering, Indenture, +2 more

6 terms

underwriting agreement financial

"On May 6, 2026, The Clorox Company executed an underwriting agreement in connection with the sale"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Senior Notes financial

"aggregate principal amount of $550,000,000 of its 4.700% Senior Notes due 2031"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

registered public offering financial

"in an underwritten registered public offering"

A registered public offering is when a company files required documents with regulators to sell new shares or bonds to the general public, providing standardized financial and business information for transparency. For investors, it matters because it creates an opportunity to buy newly issued securities while often increasing market liquidity, but it can also dilute existing ownership and affect share price as supply and company funding needs change—think of a bakery baking extra loaves that can satisfy more customers but slightly reduces each owner's slice of the original batch.

Indenture regulatory

"the Indenture, dated as of May 11, 2022, between the Company and U.S. Bank Trust Company"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

global notes financial

"the respective forms of global notes for the offering, which are filed as exhibits"

opinion of Cleary Gottlieb Steen & Hamilton LLP regulatory

"A copy of the opinion of Cleary Gottlieb Steen & Hamilton LLP relating to the validity"

FAQ

What type of securities did The Clorox Company (CLX) issue in this filing?

The Clorox Company issued unsecured senior notes in three tranches. These include 4.700% notes due 2031, 4.950% notes due 2033, and 5.250% notes due 2036, all sold in an underwritten registered public offering.

How much of each senior note series did The Clorox Company (CLX) sell?

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 in this offering.

When did The Clorox Company (CLX) senior notes offering close?

The senior notes offering closed on May 11, 2026. This followed execution of the underwriting agreement on May 6, 2026, completing the issuance of all three note tranches under the company’s existing Indenture.

Under what Indenture were The Clorox Company (CLX) senior notes issued?

The notes were issued under an Indenture dated May 11, 2022, between The Clorox Company and U.S. Bank Trust Company, National Association, as trustee. This Indenture, along with forms of global notes, governs the terms of the new securities.

Which law firm provided the legal opinion for The Clorox Company (CLX) notes?

Cleary Gottlieb Steen & Hamilton LLP provided the legal opinion on the validity of the senior notes. Their opinion is filed as Exhibit 5.1, with a related consent included as Exhibit 23.1 in the exhibit index.

What key agreement governs the sale of The Clorox Company (CLX) senior notes?

The sale is governed by an underwriting agreement dated May 6, 2026. This agreement covers the underwritten registered public offering of the 2031, 2033, and 2036 senior notes and is filed as Exhibit 1.1.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 05/11/2026 - 04:15 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 (May 6, 2026)

THE CLOROX COMPANY
(Exact name of registrant as specified in its charter)

     Delaware

     1-07151

     31-0595760

     (State or other jurisdiction of incorporation)

     (Commission File Number)

     (I.R.S. Employer 
Identification No.)

1221 Broadway, Oakland, California 94612-1888
(Address of principal executive offices) (Zip code)

(510) 271-7000

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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:

[ ] Written communications pursuant to Rule 425 Under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - $1.00 par value	CLX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company 

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

1.1	Underwriting Agreement dated as of May 6, 2026

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

4.2	Company Order establishing the terms of the Securities

4.3	Form of 4.700% Senior Note due 2031

4.4	Form of 4.950% Senior Note due 2033

4.5	Form of 5.250% Senior Note due 2036

5.1	Opinion of Cleary Gottlieb Steen & Hamilton LLP

23.1	Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1 hereto)

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.


	THE CLOROX COMPANY


Date: May 11, 2026	By:	/s/ Angela Hilt
		Angela Hilt
		Executive Vice President – Chief Legal and
		External Affairs Officer & Corporate Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents

Clorox issues new senior notes due 2031–2036

Rhea-AI Filing Summary

Positive

Negative