424B3 1 clx_424b3_2026.htm 424B3 424B3

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-295479

Subject to Completion, dated May 6, 2026

PRELIMINARY PROSPECTUS SUPPLEMENT

(to Prospectus filed on May 1, 2026)

$ % Senior Notes due 20

We are offering $ aggregate principal amount of % senior notes due 20 (the “20 notes”), $ aggregate principal amount of % senior notes due 20 (the “20 notes”) and $ aggregate principal amount of % senior notes due 20 (the “20 notes”, and, collectively with the 20 notes and the 20 notes, the “notes”). Interest on the notes will be paid semi-annually in arrears on and of each year, beginning on , 2026. The 20 notes will mature on May , 20 , the 20 notes will mature on May , 20 and the 20 notes will mature on May , 20 .

We may redeem the notes in whole or in part at any time at the applicable redemption price set forth under “Description of Notes—Optional Redemption” in this prospectus supplement.

If a Change of Control Triggering Event occurs, as defined in this prospectus supplement, we may be required to offer to repurchase the notes from holders at a purchase price of 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of purchase as described under “Description of Notes—Change of Control Triggering Event.”

The notes offered hereby will be our senior unsecured obligations and will rank equally and ratably in right of payment with all of our existing and future senior unsecured indebtedness and senior to any future subordinated unsecured indebtedness. The notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The notes are a new issue of securities for which there currently is no established trading market. We do not intend to list the notes on any securities exchange.

Investing in the notes involves risks. See “Risk Factors” beginning on page S-7 of this prospectus supplement to read about important factors you should consider before buying the notes. You should also consider the risk factors described in the documents incorporated by reference into this prospectus supplement and the accompanying prospectus before buying the notes.

Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense.


	Price to Public(1)		Underwriting Discount(2)		Proceeds to Clorox (before expenses)
Per 20 note		%		%		%
20 notes total	$		$		$
Per 20 note		%		%		%
20 notes total	$		$		$
Per 20 note		%		%		%
20 notes total	$		$		$
Total	$		$		$

(1)

Plus accrued interest, if any, from May , 2026, if settlement occurs after such date.

(2)

The underwriters will also be reimbursed for certain expenses incurred in this offering. See “Underwriting (Conflicts of Interest)” on page S-20 for more details.

The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust Company and its participants, including Clearstream Banking S.A. and Euroclear Bank, SA/NV, as operator of the Euroclear System, against payment therefor in immediately available funds, on or about May , 2026, which is the business day following the date of this prospectus supplement (this settlement cycle is referred to as “T+ ”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the first business day preceding settlement will be required, by virtue of the fact that the notes initially will settle in T+ , to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors. See “Underwriting (Conflicts of Interest)”.

Joint Book-Running Managers


Citigroup	J.P. Morgan	Wells Fargo Securities

Prospectus Supplement dated May , 2026


		Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
FORWARD-LOOKING STATEMENTS		S-2
PROSPECTUS SUPPLEMENT SUMMARY		S-4
RISK FACTORS		S-7
USE OF PROCEEDS		S-9
CAPITALIZATION		S-10
DESCRIPTION OF NOTES		S-11
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS		S-18
UNDERWRITING (CONFLICTS OF INTEREST)		S-20
LEGAL MATTERS		S-24
EXPERTS		S-24
INCORPORATION OF DOCUMENTS BY REFERENCE		S-24


		Page
ABOUT THIS PROSPECTUS		1
CAUTIONARY STATEMENT		1
THE COMPANY		2
RISK FACTORS		3
USE OF PROCEEDS		4
DESCRIPTION OF DEBT SECURITIES		5
PLAN OF DISTRIBUTION		14
LEGAL MATTERS		16
EXPERTS		16
INCORPORATION OF DOCUMENTS BY REFERENCE		16
WHERE YOU CAN FIND MORE INFORMATION		17


Issuer	The Clorox Company.

Notes Offered	$ aggregate principal amount of % Senior Notes due 20 .

	$ aggregate principal amount of % Senior Notes due 20 .

	$ aggregate principal amount of % Senior Notes due 20 .

Maturity Date	20 notes: , 20 , unless earlier repurchased or redeemed.

	20 notes: , 20 , unless earlier repurchased or redeemed.

	20 notes: , 20 , unless earlier repurchased or redeemed.

Interest Payment Dates	and of each year, beginning on , 2026. Interest will accrue from , 2026.

Ranking	The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior unsecured indebtedness and senior to any future subordinated unsecured indebtedness. The notes will be effectively subordinated to any of our existing and future secured indebtedness to the extent of the assets securing such indebtedness and will be structurally subordinated to any indebtedness and other liabilities of our subsidiaries.

Optional Redemption	Prior to , 20 in the case of the 20 notes, prior to , 20 in the case of the 20 notes, or prior to , 20 in the case of the 20 notes (in each case, as applicable, the “Par Call Date”), we may redeem the applicable series of notes at our option, in whole or in part, at any time at the make-whole redemption price, as described in “Description of Notes—Optional Redemption.” On or after the Par Call Date, we may redeem all or any portion of the applicable series of notes at our option at any time at a redemption price equal to 100% of the principal amount of the series of notes being redeemed plus accrued and unpaid interest to, but excluding, the date of redemption. See “Description of Notes—Optional Redemption.”

Certain Covenants	The indenture governing the notes contains covenants that, among other things, limit our ability and the ability of certain of our subsidiaries to create liens and enter into sale-leaseback transactions and limit our ability to merge or consolidate with or into another person or to sell, lease or convey all or substantially all of our assets.

Mandatory Offer to Repurchase	If a Change of Control Triggering Event occurs, as defined in this prospectus supplement, we must offer to repurchase the notes at a price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of purchase. See “Description of Notes—Change of Control Triggering Event.”

Governing Law	The notes and the indenture are governed by the laws of the State of New York.

Use of Proceeds	We intend to use the net proceeds of this offering for the repayment of the outstanding indebtedness under our delayed draw term credit agreement in an aggregate principal amount of $1,250,000,000 (“Delayed Draw Term Facility”) and to pay down certain of our outstanding commercial paper borrowings, and to use the remainder of the net proceeds, if any, for general corporate purposes. See “Use of Proceeds” in this prospectus supplement.


Conflicts of Interest	As described under “Use of Proceeds,” we intend to use the net proceeds of this offering for the repayment of the outstanding indebtedness under our Delayed Draw Term Facility and to pay down certain of our outstanding commercial paper borrowings. As such, certain of the underwriters and their affiliates, who are lenders under our Delayed Draw Term Facility or may own our commercial paper, may receive at least 5% of the net proceeds of this offering, after deducting underwriting discounts and estimated offering expenses payable by us. Because 5% or more of the net proceeds of this offering may be paid to any underwriter and its affiliates, which is considered a “conflict of interest” under Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5121, this offering will be made in accordance with the applicable requirements of FINRA Rule 5121 regarding the underwriting of securities of a company with a member that has a conflict of interest within the meaning of those rules. Pursuant to FINRA Rule 5121(a)(1)(C), the appointment of a qualified independent underwriter is not necessary in connection with this offering because the notes offered pursuant to this prospectus supplement are investment grade rated under the requirements of paragraph (f)(8) of FINRA Rule 5121. In accordance with FINRA Rule 5121(c), no sales of the notes will be made to any discretionary account over which any underwriter with a conflict of interest exercises discretion without the prior specific approval of the account holder. See “Underwriting (Conflicts of Interest).”

Additional Issuances	We may “reopen” each series of notes and issue an unlimited principal amount of additional notes in the future, as described in “Description of Notes—Additional Issuances” on page S-17.

Risk Factors	See “Risk Factors” on page S-7 and the other information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion of certain factors you should carefully consider before deciding to invest in the notes.

Trustee, Registrar and Paying Agent	U.S. Bank Trust Company, National Association.

Listing	The notes are a new issue of securities for which there currently is no established trading market. We do not intend to list the notes on any securities exchange. The underwriters have advised us that they presently intend to make a market in the notes of each series, but they are not obligated to do so and may discontinue any market-making at any time without notice to, or the consent of, holders of the notes. An active trading market for the notes may not develop or continue, which would adversely affect the market price and liquidity for the notes.


	As of March 31, 2026 (unaudited)
Dollars in millions	Historical		As Adjusted to Reflect the Offering(2)
Cash and cash equivalents	$	1,187	$
Short-term debt and current portion of long-term debt:
Notes and loans payable	$	1,591	$
Total short-term debt and current portion of long-term debt	$	1,591	$
Long-term debt(1):
3.10% Senior Notes due October 2027		399
3.90% Senior Notes due May 2028		499
4.40% Senior Notes due May 2029		497
1.80% Senior Notes due May 2030		496
4.60% Senior Notes due May 2032		595
% Senior Notes due offered hereby		—
% Senior Notes due offered hereby		—
% Senior Notes due offered hereby		—
Total long-term debt	$	2,487	$
Stockholders’ equity		92
Total capitalization	$	2,579	$


Underwriter	Principal Amount of 20 Notes	Principal Amount of 20 Notes	Principal Amount of 20 Notes
Citigroup Global Markets Inc.	$	$	$
J.P. Morgan Securities LLC
Wells Fargo Securities, LLC
Total	$	$	$


	Per Note		Total
% Senior Notes due		%	$
% Senior Notes due		%	$
% Senior Notes due		%	$

ABOUT THIS PROSPECTUS

CAUTIONARY STATEMENT

THE COMPANY

RISK FACTORS

USE OF PROCEEDS

DESCRIPTION OF DEBT SECURITIES

General Terms of the Debt Securities

Denominations, Registration and Transfer

Payment and Paying Agents

Global Securities

Certain Covenants

Consolidation, Merger and Sale of Assets

Events of Default

Modification or Waiver

Satisfaction and Discharge

Defeasance

Governing Law

Concerning the Trustee

PLAN OF DISTRIBUTION

General

Underwriting Compensation

Indemnification

Related Transactions

Delayed Delivery Contracts

Price Stabilization and Short Positions

LEGAL MATTERS

EXPERTS

INCORPORATION OF DOCUMENTS BY REFERENCE

WHERE YOU CAN FIND MORE INFORMATION

SEC Form 424B3 filed by Clorox Company