CLOROX CO /DE/ 8-K

What Happened
The Clorox Company announced it executed an underwriting agreement on May 6, 2026 and closed an underwritten registered public offering on May 11, 2026 issuing $1.5 billion aggregate principal amount of senior notes. The offering included $550 million of 4.700% Senior Notes due 2031, $400 million of 4.950% Senior Notes due 2033 and $550 million of 5.250% Senior Notes due 2036. The notes are issued under the company’s indenture dated May 11, 2022 (U.S. Bank Trust Company, National Association, trustee). A legal opinion from Cleary Gottlieb Steen & Hamilton LLP covering validity of the securities is attached to the filing.

Key Details

• Underwriting agreement executed May 6, 2026; offering closed May 11, 2026.
• Aggregate principal: $1,500,000,000 (three tranches: $550M 4.700% due 2031; $400M 4.950% due 2033; $550M 5.250% due 2036).
• Notes issued under the May 11, 2022 indenture (U.S. Bank Trust Company, NA trustee).
• Cleary Gottlieb provided the legal opinion on the validity of the securities (filed as Exhibit 5.1).

Why It Matters
This transaction raises $1.5 billion of long-term fixed-rate debt, which will increase Clorox’s outstanding liabilities and future interest obligations at the stated coupon rates. The new maturities extend the company’s debt profile out to 2036. The filing does not specify use of proceeds; investors should watch leverage ratios, interest expense, liquidity, and any disclosure about how the proceeds will be deployed in subsequent filings.