AddedRisk Factors
•We may be unable to successfully identify, finance, complete and integrate future strategic acquisitions, or successfully complete or realize the anticipated benefits of strategic divestitures.
The 10-K against last year's
136 changes: 37 added, 17 removed, 82 reworded
10-K 0001193125-26-048139 (2026-02-12) vs 10-K 0000950170-25-019801 (2025-02-13)
The redline
The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 226 words changed in this paragraph; it is 65% similar to last year's version.
The labor market in the United States is very competitive. Our future performance depends in significant part upon the continued service of our executive officers and other key personnel, including at our plants. Competition for qualified plant personnel remain remains intense. In 2024, we announced changes to our executive leadership team, including that our Chief Financial Officer will assume the role of our new Chief Executive Officer and that we will be appointing a new Chief Financial Officer and President of the U.S. business. The inability to identify and hire qualified candidates for those roles or the unexpected loss of the services of one or more executive officers, the failure to effectively manage executive succession planning, or the loss of other key employees could have a material adverse effect on our business, prospects, financial condition and results of operations. This effect could be exacerbated if any officers or other key employees left as a group or at the same time. Our success also depends, in part, on our continuing ability to attract, retain and develop a diverse and highly qualified workforce. Competition for such talent remains, and there can be no assurance that we can retain our key employees or attract, assimilate and retain other highly qualified personnel in the future, and the U.S. labor market has experienced wage inflation, sustained labor shortages, and a shift towards remote work. Factors that may affect our ability to attract and retain sufficient numbers of key employees include employee morale, our reputation, competition from other employers and the availability of qualified personnel in a tightening labor market. We experienced an increase in labor Our retention rates remain robust. Currently, global voluntary turnover in 2022 (21.5%) but saw this ease in 2023 (17.6%) and in 2024 (15%). We may continue to experience increased personnel turnover in the future for 2025 was at 6.9%, compared to 2024, either 7.7% in 2024. Overall turnover for 2025 is 24.9%, up from 14.3% in 2024. This includes one-time involuntary actions within Waterpik and supply chain, the closure of the New Zealand site as a result well as the divestiture of our business operations or other broad-based economic or cultural factors. VMS business. Due to these large reductions in our workforce, we finished 2025 above the industry average of 18.7%. The overall turnover rate, excluding VMS, would have been 16.8% and below industry average. Global plant voluntary turnover for 2025 was at 6.9%, down from 7.9% in 2024. The total plant turnover was 33%, which is higher than the industry standard for plants at 29.5%. International turnover for 2025 was down to 14.9%, compared to 15.5% in 2024.
Source: Item 1A, 10-K 0001193125-26-048139 vs Item 1A, 10-K 0000950170-25-019801
MD&A 150 words changed in this paragraph; it is 34% similar to last year's version.
We intend to continue to aggressively pursue several key strategic initiatives: maintain competitive marketing and trade spending, tightly control our cost structure, expand our online market share by continuing to invest in e-commerce (global on-line sales were 21.4% of consumer sales in 2024), expand our presence and product offerings to consumers outside of the United States, continue to develop and launch new and differentiated products, pursue strategic acquisitions, continue to grow our product sales globally and maintain an offering of premium and value brand products to appeal to a wide range of consumers. Our global product portfolio consists of both premium (64% of total worldwide consumer revenue in 2024) and value (36% of total worldwide consumer revenue in 2024) brands, which we believe enables us to succeed in a range of economic environments. We intend to continue to develop a portfolio of appealing new products to build loyalty among cost-conscious consumers. We derive a substantial percentage of our revenues from sales of liquid laundry detergent. We continue to evaluate and vigorously address pressures on this business through, among other things, new product introductions and increased marketing and trade spending.
Source: Item 7, 10-K 0001193125-26-048139 vs Item 7, 10-K 0000950170-25-019801
Accounting Policies 64 words changed in this paragraph; it is 65% similar to last year's version.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosure which includes amendments that further expand income tax disclosures, by requiring the disaggregation of information in the rate reconciliation table, and income taxes paid by jurisdiction. The amendments are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and are to be applied either prospectively or retrospectively. 2024. The Company is currently evaluating has elected to adopt ASU 2023-09 prospectively beginning in fiscal year 2025. As a result, the impact of adoption on rate reconciliation disclosure for fiscal years 2023 and 2024 will remain unchanged, and the Company’s related disclosures. expanded disaggregation requirements are reflected in these financial statements. Refer to footnote 12.
Source: Item 8, Note 1 – Significant Accounting Policies, 10-K 0001193125-26-048139 vs Item 8, Note 1 – Significant Accounting Policies, 10-K 0000950170-25-019801
Legal Proceedings 47 words changed in this paragraph; it is 73% similar to last year's version.
In connection with the December 24, 2021 TheraBreath Acquisition, acquisition of the THERABREATH® brand (the "TheraBreath Acquisition"), the Company deferred payment of a $14.0 portion of the purchase price related to certain indemnity obligations provided by the seller. The deferred amount is payable in installments between two and four years from the closing, with the first installment payment of $2.0 paid in January 2024, an additional $2.0 paid in January 2025, and the remaining $10.0, to the extent not used or withheld in satisfaction of such indemnity obligations, to be $5.9 paid in the first quarter and fourth quarter of 2025. The Company paid a final amount of $5.0 in January 2026.
Source: Item 3, via Note 16 – Commitments, Contingencies and Guarantees, 10-K 0001193125-26-048139 vs Item 3, via Note 15 – Commitments, Contingencies and Guarantees, 10-K 0000950170-25-019801
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of CHD's Risk Factors and MD&A, 10-K 2026-02-12 against 10-K 2025-02-13. Each links to the text at sec.gov.
AddedRisk Factors
Adverse economic conditions continue to impact a portion of our businesses and potential recessionary economic conditions may impact consumer demand for certain of our products and put downward pressure on product prices, and we will continue to evaluate our business portfolio.
AddedRisk Factors
•Investments in our facilities and operations, including investments in new facilities, equipment, technologies and digital transformation, may result in periods of decreased production or increased costs and such investments may not achieve the intended financial benefits.
AddedRisk Factors
We incur significant costs on an ongoing basis to upgrade and maintain various facilities, equipment, or technologies, including data management, improved equipment, and artificial intelligence to upgrade our operations and increase productivity. Additionally, we have in the past, and may in the future, incur increased costs or periods of decreased production relating to upgrading facilities, equipment and technologies, transferring production among our facilities, utilizing third-party contract manufacturers, closing existing facilities, expanding existing facilities, and opening new facilities. If the cost of our investments is higher than anticipated, the investments are not sufficient to meet our business needs, we are unable to fully utilize new or upgraded facilities, or we are unable to complete our improvement and expansion projects in a timely manner or in accordance with our specifications, we may be delayed in realizing the intended benefits or our financial performance could be negatively affected.
AddedRisk Factors
As of January 1, 2026, comprehensive privacy laws are in effect in 20 states, complicating our privacy compliance obligations through the introduction of increasingly disparate requirements across the various U.S. jurisdictions in which we operate. Additionally, certain other states have enacted specific health data privacy laws and other states are considering similar legislation. This imposes significant compliance costs and exposes us to substantial risks, particularly with respect to health data and other sensitive data. While Congress is considering legislation that may preempt some or all of such U.S. state privacy laws, such legislation may also provide a more expansive private right of action for privacy claims than exists under current state laws.
AddedRisk Factors
We are currently subject to numerous and evolving federal, state, local and foreign laws and regulations that protect the privacy and security of personal information, such as the California Consumer Privacy Act ( the "CCPA") as amended, other comprehensive US state privacy laws, the California Online Privacy Protection Act, the Personal information Protection and Electronic Documents Act, the Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act, the Telephone Consumer Protection Act of 1991, the Health Insurance Portability and Accountability Act of 1996 (HIPAA), and Section 5 of the Federal Trade Commission Act. Moreover, our use or sharing of certain data may subject us to the Video Privacy Protection Act (“VPPA“), and the California Invasion of Privacy Act (“CIPA”). Private plaintiffs and class action lawyers are increasingly bringing claims alleging violations of VPPA and CIPA, and courts have made inconsistent decisions regarding such claims. Such claims could thus lead to significant statutory damages or pressure to settle.
AddedRisk Factors
The CCPA contains significant obligations and requirements that have resulted in a greater compliance burden with respect to our operations and data usage of California residents, which will continue to increase our costs. The CCPA covers businesses that obtain or access personal information of California consumers, grants consumers enhanced privacy rights and control over their personal information and imposes significant requirements on covered companies with respect to consumer data privacy rights. The CCPA provides consumers with the right to opt out of the sale and “sharing” of their personal information. In November 2020, California voters adopted the CPRA that amends the CCPA, including creating a new agency to implement and enforce the law and enhancing and strengthening regulatory requirements and individual protections under the CCPA. As of January 2026, 19 other states have enacted, and more are considering, similar privacy, data protection and information security laws, which may subject us to additional requirements and restrictions that could have an impact on our business, further complicating our privacy compliance obligations through the introduction of increasingly disparate requirements across the various U.S. jurisdictions in which we operate. Additionally, several states have enacted health-specific privacy laws or strengthened protections of health- and location-related data, and other states are considering similar legislation. Our website ecommerce and customer relations businesses that store, process or transmit payment cardholder data are subject to be Payment Card Industry (PCI) compliance requirements as mandated by the credit card companies (Visa, Mastercard, and American Express) and the Payment Card Institute Data Security Standard (PCI-DSS). Moreover, the increasing use of ad-blocking technologies, browser and device privacy settings, and consumer opt-out choices may reduce advertising effectiveness and negatively impact our revenue.
AddedRisk Factors
In addition to state-specific data breach notification laws (which exist in all US states and territories), evolving federal cybersecurity laws may require us to provide notifications about cybersecurity incidents in limited timeframes and before investigations are complete. Our businesses’ failure to comply with these laws and regulations could expose us to breach of contract claims, substantial fines, penalties and other liabilities and expenses, costs for remediation and harm to our reputation.
Show the other 16
AddedRisk Factors
notably to information, access, rectification, erasure of the personal data and the right to object to the processing. Despite Brexit, the UK also has data protection laws equivalent to the GDPR. Uncertainty about compliance with these data protection laws remains, with the possibility that data protection authorities located in different EU Member States may interpret GDPR differently, or requirements of national laws may vary between the EU Member States, or guidance on GDPR and compliance practices may be often updated or otherwise revised. Any of these events will increase the complexity and costs of processing personal data in the European Economic Area, UK or Switzerland or concerning individuals located in these jurisdictions.
AddedRisk Factors
It is also important to note that many countries are following the EU in producing a broad omnibus law in relation to privacy protection and enhanced cybersecurity requirements. In Asia, privacy and cybersecurity requirements are becoming more prescriptive and may include localization, mandatory breach notification obligations, security baseline requirements and cross-border transfer constraints. As a result of the various privacy, cybersecurity, and data protection regimes that apply to our operations globally, we may need to adapt our technologies or practices, incur material compliance and operational costs, restrict certain features or data uses in some jurisdictions, implement region-specific solutions, renegotiate vendor and customer terms, and/or change our business operations.
AddedRisk Factors
We rely extensively on information technology systems, some of which are managed by third-party service providers, to conduct our business. These systems include, but are not limited to, programs and processes relating to internal communications and communications
AddedRisk Factors
regulations, increased enforcement activity, and changes in interpretation of laws, could increase our cost of compliance and operation, limit our ability to grow our business or otherwise harm our business.
AddedMD&A
We have experienced increased commodity cost volatility and economic uncertainty primarily due to changes in U.S. trade policies including ongoing reviews and modifications to tariffs and other U.S. trade measures. We continue to evaluate these evolving developments and have taken actions to mitigate their impact on our business, including taking strategic actions for certain business lines (see Strategic Business Decisions below), shifting production and relocating manufacturing operations, finding alternative sources of supply, most notably ceasing the import of substantially all Waterpik flossers and other products from China into the U.S., potentially increasing prices, adjusting inventories, lobbying and seeking exemptions with respect to tariffs. While the tariffs remain fluid, we are focused on managing these challenges. We believe our existing tariff cost exposure will be mitigated through the above-mentioned actions, future additional supply chain efforts and surgical pricing.
AddedMD&A
On May 1, 2025, we announced that we would exit the Flawless, Spinbrush and Waterpik showerhead businesses. We exited these businesses by the end of 2025. These businesses generated approximately $118.0 of annual Net Sales in 2025. We recorded a pre-tax charge of $45.6 (post-tax of $34.5) in 2025 as a direct result of these actions, of which $25.0 was recorded in Cost of sales and $20.6 was recorded in SG&A. The charge was primarily recorded in the second quarter to the Consumer Domestic segment and was comprised of non-cash charges related to impairments of intangible and fixed assets, as well as charges related to inventory valuation. A reduction to the second quarter charge was recorded in the fourth quarter related to final costs to exit the Spinbrush business.
AddedMD&A
On December 9, 2025, the Company announced a definitive agreement to sell the VitaFusion and L’il Critters brands to Piping Rock Health Products, Inc. This agreement includes the VitaFusion and L’il Critters brands, relevant trademarks and licenses, and the Company's former manufacturing and distribution facilities in Vancouver and Ridgefield, Washington. The transaction closed on December 31, 2025.
AddedMD&A
The VMS brands represented less than 5% of our 2025 net sales. As a result of this transaction, we incurred a one-time, pre-tax charge of $58.5 (post-tax of $45.6) in the fourth quarter of 2025 which is included in in Other income (expense), net in the Consolidated Statements of Income.
AddedMD&A
The decision to reposition our portfolio with these business exits enables us to devote greater focus to our portfolio’s faster growing value and premium product lines.
AddedMD&A
In May 2025, the Company entered into an accelerated share repurchase ("ASR") contract with a commercial bank to purchase Common Stock. The Company paid $300.0 to the bank, inclusive of fees, and received 2.8 million shares in May 2025 and 0.3 million shares in August 2025 at an average total share price of $95.71. The Company purchased all 3.1 million shares under the evergreen share repurchase program and used cash on hand to fund the purchase price.
AddedMD&A
In August and September 2025, the Company executed open market purchases of 3.2 million shares for $300.0, inclusive of fees, of which $170.0 was purchased under the evergreen share repurchase program and $130.0 was purchased under the 2021 Share Repurchase Program (as defined below). The shares were purchased at an average share price of $92.81 and the Company used cash on hand to fund the open market purchases.
AddedMD&A
In November and December 2025, the Company executed open market purchases of 3.6 million shares for $300.0, inclusive of fees, of which all 3.6 million shares were purchased under the 2021 Share Repurchase Program. The shares were purchased at an average share price of $83.59 and the Company used cash on hand to fund the open market purchases.
AddedMD&A
On July 4, 2025, President Trump signed into law the legislation formally titled "An Act to Provide for Reconciliation Pursuant to Title II of H. Con. Res. 14” and commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The legislation includes several provisions that may impact the timing and magnitude of certain tax deductions. Key provisions include the permanent extension of several key elements of the 2017 Tax Cuts and Jobs Act, including 100% bonus depreciation and an immediate tax deduction for domestic research costs. The tax provisions in OBBBA did not have a material impact on our financial position and results of operations, and had a minimal benefit to operating cash flows.
AddedMD&A
On July 16, 2025, we completed the acquisition of Touchland Holding Corp ("Touchland"), the developer of TOUCHLAND® hand sanitizer products (the "Touchland Acquisition"). We paid $656.0, net of cash acquired, at closing and entered an agreement to pay an additional amount based on 2025 net sales thresholds which will result in a cash payment of $159.0 to be paid in the first half of 2026. In addition, the Company granted rights to Touchland’s founder to receive shares of our Common Stock valued at $50.0, with 50% of such shares vesting at each of the first and second year anniversaries of the closing. The value of Common Stock received by Touchland's founder will be recognized as a compensation expense ratably over the two-year vesting period if the individual continues to be employed by the Company. Payment of a $5.0 portion of the purchase price was deferred related to certain indemnification obligations provided by Touchland’s equityholders, which amount, to the extent not used in satisfaction of such indemnity obligations, is payable three years from the closing. The Touchland Acquisition was financed with cash on hand and is managed in the Consumer Domestic and Consumer International segments. Touchland’s annual net sales for the year ended December 31, 2024 were approximately $115.0 million.
AddedMD&A
•Operating margin increased 410 basis points to 17.4% in 2025 from 13.3% in 2024.
AddedMD&A
o2025 results include non-cash charges associated with exiting the Flawless, Spinbrush, and Waterpik showerheads businesses of $45.6. In connection with the Touchland Acquisition, the Company recorded earnout costs of $19.0 and restricted stock amortization expense of $11.5 within SG&A expenses. We recorded an additional $5.8 of restricted stock amortization associated with the Hero Acquisition and system integration costs of $8.2 in SG&A Expenses.