SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of the report (Date of earliest event reported): July 20, 2017

CHURCH & DWIGHT CO., INC.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (609) 806-1200

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On July 20, 2017, Church & Dwight Co., Inc. (the “Company”) entered into an underwriting agreement (the “Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas 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, (a) $300,000,000 aggregate principal amount of the Company’s Floating Rate Senior Notes due 2019 (the “Floating Rate Notes”), (b) $300,000,000 aggregate principal amount of the Company’s 2.450% Senior Notes due 2022 (the “2022 Notes”), (c) $425,000,000 aggregate principal amount of the Company’s 3.150% Senior Notes due 2027 (the “2027 Notes”) and (d) $400,000,000 aggregate principal amount of the Company’s 3.950% Senior Notes due 2047 (the “2047 Notes” and, together with the Floating Rate Notes, the 2022 Notes and the 2027 Notes, the “Notes”). The Notes are being issued to fund the previously announced acquisition of Water Pik, Inc. and related fees and expenses, to repay the Company’s $200 million term loan facility, and to repay a portion of the Company’s commercial paper borrowings.

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. 333-200721), and the Notes will be offered pursuant to the prospectus supplement dated July 20, 2017 and related prospectus dated December 4, 2014. The closing is expected to occur on July 25, 2017.

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 underwriter harmless against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the underwriter 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.

(c) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index