SEC Form 11-K filed by Clorox Company

1. Description of the Plan

The following description of The Clorox Company 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan covering substantially all employees of The Clorox Company and its affiliated companies that have adopted the Plan (“Participating Company”) (collectively referred to as “Company”). The following employees are not covered by the Plan: (i) leased employees (contractors), (ii) nonresident aliens with no United States of America source of income, (iii) employees covered by a collective bargaining agreement, unless such coverage is specified in the written agreement, (iv) employees sent to a Participating Company by an international subsidiary to participate in a training or development program sponsored by the Participating Company, and (v) employees who are residents of Puerto Rico or who perform services for a Participating Company primarily in Puerto Rico and are participants of The Clorox Company Employee Retirement Investment Plan for Puerto Rico. Participants are eligible to participate on the first day of employment with the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

The Company maintains a non-leveraged employee stock ownership plan (the “ESOP”) within the meaning of Section 4975(e)(7) of the Internal Revenue Code of 1986, as amended (the “Code”). The ESOP is maintained as part of the Plan and is designed to invest in the Company’s common stock. If elected, participants can receive dividends paid directly to them in cash. No participant shall be permitted to direct more than 5% of the contributions to be made to the Plan on their behalf in the ESOP fund; and no participant shall be permitted to effect a transfer or exchange from another investment fund into the ESOP fund if the portion of the participant’s account invested in the ESOP fund would exceed 5% of their account balance immediately after such transfer or exchange.

The Employee Benefits Committee (the “Committee”) administers the Plan. The Vanguard Fiduciary Trust Company and Vanguard Group, Inc. (“Vanguard”) are the Plan’s trustee and recordkeeper, respectively.

Contributions

Salary Deferral Contributions

The Plan allows for automatic enrollment at a rate of 6% for newly eligible participants who do not make a salary deferral contribution election, or fail to elect to decline a deferral contribution.

Participants may contribute from 1% to 50% of their covered compensation, on a pre-tax and after-tax basis, as defined in the Plan. Participants also have the option to contribute on a Roth basis. The combined pre-tax, after-tax and Roth contributions cannot exceed the 50% limit. Generally, covered compensation consists of regular pay plus most bonuses, overtime and vacation pay. It does not include, for example, short or long term disability pay, relocation, severance, deferred compensation, stock compensation, or Worker’s Compensation pay. Participant contributions are subject to limits specified under the Code.

Matching Contributions

Employees not covered by a collective bargaining agreement are eligible to receive a matching contribution of 100% of salary deferral contributions, including pre-tax, after-tax and Roth contributions, up to a maximum of 4% of covered compensation.

Certain participants covered by a collective bargaining agreement are eligible to receive a Company match of 100% of salary deferral contributions, including pre-tax, after-tax and Roth contributions up to 3% of eligible compensation. There were no employees covered by a collective bargaining agreement during the year ended December 31, 2025.

Participants are eligible for the Company matching contribution after completing 1one year of service. Matching contributions are funded each pay period.

Non-elective Employer Contributions

Certain participants are also eligible for a non-elective employer contribution. To receive a non-elective employer contribution for a particular Plan year, a participant must have completed at least one year of service prior to December 31 of the Plan year. A participant must also have been an eligible employee sometime during the Plan year and have been employed with the Company on December 31 of the Plan year or have separated from service during the Plan year due to death or certified disability, attainment of age 60 (age 62 for any participant not covered by a collective bargaining agreement and who first becomes a participant on or after July 1, 2011) or attainment of age 55 and 10 years of service. Additionally, certain participants can be deemed eligible at the discretion of the Committee.

The non-elective employer contribution is equal to 6% of covered compensation. The non-elective employer contributions are funded during the quarter subsequent to the Plan year end. See “Vesting” section for more information.

Rollover Contributions

Participants may also rollover amounts representing distributions from other qualified defined benefit, individual retirement accounts or defined contribution plans. Subject to Committee discretion, participants may also transfer outstanding loans under a plan sponsored by an entity that was acquired by or merged with the Company.

Investment Options

Participants direct the investment of their contributions and the Company contributions into the various investment options offered by the Plan. The Plan offers investments in mutual funds, common collective trust funds, and the Company’s common stock. Participants are also allowed to direct their contributions to a self-directed brokerage account which permits investments in additional mutual funds, common stocks, and other investment products.

Notes Receivable from Participants

Participants may borrow a minimum of $1,000 from their fund accounts up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from 1one to 5 years, or up to 15 years if loan proceeds are used for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at a fixed rate (prime plus 1%) determined at the time of the loan. Principal and accrued interest are repaid ratably through payroll deductions or directly to the custodian by the participant.

Participant Accounts and Forfeitures

Each participant’s account is credited with the participant’s contribution and allocations of: (a) Company contributions and (b) Plan earnings. Allocations are based on participants’ eligible compensation for the employer match and non-elective employer contribution and investment balances for investment earnings. At the discretion of the Committee, forfeited balances of terminated participants’ non-vested accounts may be used to pay the Plan’s expenses, to reduce the Company’s contributions to the Plan, or to restore accounts of previously terminated participants who subsequently resumed employment with the Company. The amounts of unallocated accounts including forfeitures related to non-vested accounts at December 31, 2025 and 2024 are approximately $2,246,000 and $2,546,000, respectively. Subsequent to year end, the Company used $1,570,000 and $1,750,000 of forfeitures to reduce the non-elective employer contribution for the Plan years ended December 31, 2025 and 2024, respectively.

Vesting

Participants are always fully vested in their individual contributions, Company matching contributions, and actual earnings thereon.

The non-elective employer contribution will vest in varying rates over a period of 5 years as follows:

Participants become immediately vested in the non-elective employer contributions upon reaching age 60 (age 62 for participants not covered by a collective bargaining agreement and who first became a participant on or after July 1, 2011) while employed by the Company, at death, or upon permanent disability. In certain cases, the Committee has the authority to accelerate vesting for specific participants.

Payment of Benefits

The Plan allows for lump-sum and partial distributions of the vested value of a participant’s account at death, upon permanent disability, retirement or upon termination of employment. Hardship and other in-service withdrawals are permitted if certain criteria are met.

Administrative Expenses

The Company pays all administrative expenses except for the quarterly recordkeeping fees, certain investment fees and loan fees, which are deducted from the affected participant’s account.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue or decrease its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of the Plan’s termination, participants will become 100% vested in their accounts.

Plan Amendment

The Plan was amended in February 2025 to be the “qualified replacement plan” as defined in the Code for The Clorox Company Pension Plan (the “Pension Plan”), another plan sponsored by the Company. As a result, $2,617,000 of excess plan assets from the Pension Plan were transferred into the Plan in February 2025. This amount was used to fund a portion of the non-elective employer contribution.

2. Summary of Accounting Policies

3. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). Assets and liabilities measured at fair value are required to be classified and disclosed based on the lowest level of input that is significant to the fair value measurement in one of the following categories:

Level 1 – Quoted market prices in active markets for identical assets or liabilities.

Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 – Unobservable inputs reflecting management’s own assumptions.

The following is a description of the valuation methodologies used for assets and liabilities measured at fair value:

Mutual funds: Valued at quoted market prices of shares held by the Plan at year-end.

Company’s common stock (and other common stocks as part of self-directed brokerage account): Valued at the last reported quoted market sales price at year-end.

Interest-bearing accounts (part of self-directed brokerage account): Valued at cost plus accrued interest, which approximates fair value, at year-end.

Common collective trust funds: Valued using the market approach at a net asset value (“NAV”) as a practical expedient determined by the portfolio’s sponsor based on the fair value of underlying investments held by the fund, minus its liabilities, and then divided by the number of units outstanding on the last business day of the Plan year. These are not classified in the fair value hierarchy table. The fair values are included in the table to allow reconciliation of the fair value hierarchy to the fair value of investments per the statement of net assets available for benefits.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Certain common collective trust funds may require that within 90 days from withdrawal, money from the funds cannot be invested directly into a competing fund. Certain funds retain the right to reject transactions where market timing activity is detected. Rejection can occur within 90 days, or for multiple infractions, rejection can be temporary or permanent. Generally, completing two ‘round trips’ within 60 days is considered market timing. A round trip consists of purchase or exchange if followed by or preceded by redemption or exchange out. Others retain discretion to limit the maximum withdrawal as of any date to the greater of $2,000,000 or 5% of the value of the investment.

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets carried at fair value.

4. Party-in-Interest Transactions

Transactions in shares of the Company’s common stock qualify as party-in-interest transactions under the provisions of ERISA. During the Plan year ended December 31, 2025, the Plan purchased or received approximately $5,406,000 and sold or distributed approximately $8,861,000 of the Company’s common stock.

Certain Plan assets are invested in funds managed by the trustee. Consequently, transactions with the trustee qualify as party-in-interest transactions for which a statutory exemption exists.

5. Income Tax Status

The Plan received a determination letter from the Internal Revenue Service (the “IRS”) dated March 8, 2017, stating that the Plan is qualified under Section 401(a) of the Code. Qualification under Section 401(a) of the Code means the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. The Plan’s management believes that the Plan is being operated in accordance with the applicable requirements of the Code and therefore believes that the Plan, as amended, is qualified and the related trust is tax-exempt. The Company has indicated that it will take the necessary steps, if any, to maintain the Plan’s operations in compliance with the Code.

U.S. GAAP requires plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position meets certain recognition thresholds or measurement standards defined by U.S. GAAP. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2025, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan may be subjected to routine audits by taxing jurisdictions; however, there are currently no audits in progress for any tax periods.

6. Other Contingencies

On October 23, 2023, the Company and the Committee were served with a class action complaint in the United States District Court for the Northern District of California alleging that the Company and the Committee breached their fiduciary duties to participants of the Plan by utilizing forfeited funds for contributions. The Company believes that it has been managing forfeited funds consistent with legal authority and its policies. On December 13, 2023, the Company filed a motion to dismiss which was granted with leave to amend. On November 12, 2024, Plaintiff filed an amended complaint and on March 3, 2025, the Company and Committee filed its second motion to dismiss. In late March 2025, the second motion to dismiss was denied. In early April 2025, the parties agreed to stay the matter while a companion case is appealed to the 9^th Circuit. The Company continues to deny the allegations in the amended complaint and is defending itself and the Committee.

The Clorox Company 401(k) Plan
EIN: 31-0595760 Plan: 001

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2025

Note: Column (d), cost, has been omitted, as all investments are participant-directed.