ITEM 1.01. Entry Into a Material Definitive Agreement.

On October 31, 2022, Church & Dwight Co., Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., MUFG Securities Americas Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC as representatives of the several underwriters listed therein (collectively, the "Underwriters"), under which the Company agreed to sell and the Underwriters agreed to purchase, subject to and upon the terms and conditions set forth therein, $500,000,000 aggregate principal amount of the Company's 5.600% Senior Notes due 2032 (the "Notes").

The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended (the "Securities Act") pursuant to the Company's effective shelf registration statement on Form S-3 (Registration No. 333-254699), and the Notes will be offered pursuant to the prospectus supplement dated October 31, 2022 and related prospectus dated March 25, 2021. The closing is expected to occur on November 2, 2022.

The Underwriting Agreement includes customary representations, warranties and agreements by the Company and customary conditions to closing and termination provisions. Additionally, the Company has agreed to indemnify, defend and hold the Underwriters harmless against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the Underwriters may be required to make in respect of such liabilities. This description of the Underwriting Agreement is a summary only and is qualified in its entirety by the full and complete terms of the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.


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ITEM 9.01. Financial Statements and Exhibits.




(c) Exhibits.

Exhibit                                  Description

1.1           Underwriting Agreement, dated October 31, 2022, among Church &
            Dwight Co., Inc. and BofA Securities, Inc., MUFG Securities Americas
            Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC as
            representatives of the Underwriters named in Schedule A thereto.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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