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ENERGIZER HOLDINGS, INC. (ENR)

CIK: 0001632790. SIC: 3690 Miscellaneous Electrical Machinery, Equipment & Supplies. Latest 10-K as of: 2025-11-18.

SIC breadcrumb: Manufacturing > Electronic And Other Electrical Equipment And Components, Except Computer Equipment > SIC 3690 Miscellaneous Electrical Machinery, Equipment & Supplies

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1632790. Latest filing source: 0001632790-25-000091.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue2,952,700,000USD20252025-11-18
Net income239,000,000USD20252025-11-18
Assets4,556,700,000USD20252025-11-18

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-11-18. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001632790.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Metric2016201720182019202020212022202320242025
Revenue1,755,700,0001,797,700,0002,494,500,0002,744,800,0003,021,500,0003,050,100,0002,959,700,0002,887,000,0002,952,700,000
Net income127,700,000201,500,00093,500,00051,100,000-93,300,000160,900,000-231,500,000140,500,00038,100,000239,000,000
Gross profit712,400,000811,300,000830,900,0001,003,800,0001,081,900,0001,161,400,0001,119,500,0001,124,000,0001,104,300,0001,232,700,000
Diluted EPS2.043.221.520.58-1.582.11-3.371.940.523.32
Assets1,731,500,0001,823,600,0003,178,800,0005,449,600,0005,728,300,0005,007,500,0004,572,100,0004,509,600,0004,342,400,0004,556,700,000
Liabilities1,761,500,0001,738,500,0003,154,300,0004,905,800,0005,419,200,0004,651,800,0004,441,500,0004,298,900,0004,206,600,0004,386,800,000
Stockholders' equity-30,000,00085,100,00024,500,000543,800,000309,100,000355,700,000130,600,000210,700,000135,800,000169,900,000
Cash and cash equivalents287,300,000378,000,000522,100,000258,500,000459,800,000238,900,000205,300,000223,300,000216,900,000236,200,000
Net margin11.48%5.20%2.05%-3.40%5.33%-7.59%4.75%1.32%8.09%

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001632790.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2017-Q32017-06-300.40reported discrete quarter
2018-Q12017-12-310.98reported discrete quarter
2018-Q22018-03-310.13reported discrete quarter
2018-Q32018-06-300.39reported discrete quarter
2019-Q12018-12-311.16reported discrete quarter
2019-Q22019-03-31-1.14reported discrete quarter
2019-Q32019-06-300.04reported discrete quarter
2020-Q12019-12-310.60reported discrete quarter
2020-Q22020-03-31-1.75reported discrete quarter
2020-Q32021-06-300.24reported discrete quarter
2022-Q22022-03-310.27reported discrete quarter
2022-Q32022-06-300.73reported discrete quarter
2023-Q32023-06-30699,400,00031,800,000reported discrete quarter
2023-Q42023-09-30811,100,00019,700,000derived Q4 = FY annual - nine-month YTD
2024-Q12023-12-31716,600,0001,900,000reported discrete quarter
2024-Q22024-03-31663,300,00032,400,000reported discrete quarter
2024-Q32024-06-30701,400,000-43,800,000reported discrete quarter
2024-Q42024-09-30805,700,00047,600,000derived Q4 = FY annual - nine-month YTD
2025-Q12024-12-31731,700,00022,300,000reported discrete quarter
2025-Q22025-03-31662,900,00028,300,000reported discrete quarter
2025-Q32025-06-30725,300,000153,500,000reported discrete quarter
2025-Q42025-09-30832,800,00034,900,000derived Q4 = FY annual - nine-month YTD
2026-Q12025-12-31778,900,000-3,400,000reported discrete quarter
2026-Q22026-03-31643,300,00010,100,000reported discrete quarter

Quarterly Charts

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001632790-26-000056.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-05. Report date: 2026-03-31.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion is meant to provide investors with information management believes is helpful in reviewing Energizer’s historical-basis results of operations, operating segment results, and liquidity and capital resources. Statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) that are not historical may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You should read the following MD&A in conjunction with the Consolidated (Condensed) Financial Statements (unaudited) and corresponding notes included herein.

All amounts discussed are in millions of U.S. dollars, unless otherwise indicated.

Forward-Looking Statements

This document contains both historical and forward-looking statements. Forward-looking statements are not based on historical facts but instead reflect our expectations, estimates or projections concerning future results or events, including, without limitation, the future sales, gross margins, costs, earnings, cash flows, tax rates and performance of the Company. These statements generally can be identified by the use of forward-looking words or phrases such as "believe," "expect," "expectation," "anticipate," "may," "could," "will," "intend," "belief," "estimate," "plan," "target," "predict," "likely," "should," "forecast," "outlook," or other similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results to differ materially from those indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this document are only made as of the date of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation:

•Global economic and financial market conditions beyond our control might materially and negatively impact us.

•Competition in our product categories might hinder our ability to execute our business strategy, achieve profitability, or maintain relationships with existing customers.

•Changes in the retail environment and consumer preferences could adversely affect our business, financial condition and results of operations.

•Loss or impairment of the reputation of our Company or our leading brands or failure of our marketing plans could have an adverse effect on our business.

•Loss of any of our principal customers could significantly decrease our sales and profitability.

•Our ability to meet our growth targets depends on successful product, marketing and operations innovation and successful responses to competitive innovation and changing consumer habits.

•We are subject to risks related to our international operations, including tariffs and currency fluctuations, which could adversely affect our results of operations.

•We must successfully manage the demand, supply, and operational challenges brought on by any disease outbreak, including epidemics, pandemics, or similar widespread public health concerns.

•If we fail to protect our intellectual property rights, competitors may manufacture and market similar products, which could adversely affect our market share and results of operations.

•Changes in production costs, including raw material prices and transportation costs, from tariffs, inflation or otherwise, have adversely affected, and in the future could erode, our profit margins and negatively impact operating results.

•Our reliance on certain significant suppliers subjects us to numerous risks, including possible interruptions in supply, which could adversely affect our business.

•Our business is vulnerable to the availability of raw materials, as well as our ability to forecast customer demand and manage production capacity.

•The manufacturing facilities, supply channels or other business operations of the Company and our suppliers may be subject to disruption from events beyond our control.

•Our future results may be affected by our operational execution, including our ability to achieve cost savings as a result of any current or future restructuring efforts.

•If our goodwill and indefinite-lived intangible assets become impaired, we will be required to record impairment charges, which may be significant.

•Sales of certain of our products are seasonal and adverse weather conditions during our peak selling seasons for certain auto care products could have a material adverse effect.

•We may use artificial intelligence in our business, which could result in reputational harm, competitive harm, and legal liability, and adversely affect our operations.

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•A failure of a key information technology system could adversely impact our ability to conduct business.

•We rely significantly on information technology and any inadequacy, interruption, theft or loss of data, malicious attack, integration failure, failure to maintain the security, confidentiality or privacy of sensitive data residing on our systems or other security failure of that technology could harm our ability to effectively operate our business and damage the reputation of our brands.

•We may not be able to attract, retain and develop key employees, as well as effectively manage human capital resources.

•We have significant debt obligations that could adversely affect our business.

•Our credit ratings are important to our cost of capital.

•We may experience losses or be subject to increased funding and expenses related to our pension plans.

•The estimates and assumptions on which our financial projections are based may prove to be inaccurate, which may cause our actual results to materially differ from our projections, which may adversely affect our future profitability, cash flows and stock price.

•If we pursue strategic acquisitions, divestitures or joint ventures, we might experience operating difficulties, dilution, and other consequences that may harm our business, financial condition, and operating results, and we may not be able to successfully consummate favorable transactions or successfully integrate acquired businesses.

•Our business involves the potential for product liability claims, labeling claims, commercial claims and other legal claims against us, which could affect our results of operations and financial condition and result in product recalls or withdrawals.

•Our business is subject to increasing government regulations in both the U.S. and abroad that could impose material costs.

•Section 45X of the Internal Revenue Code contains production tax credits for certain battery components. Our ability to benefit from Section 45X production tax credits is not guaranteed and is dependent upon the federal government's ongoing implementation, guidance, regulations, or rulemakings.

•Increased focus by governmental and non-governmental organizations, customers, consumers and shareholders on sustainability issues, including those related to climate change, may have an adverse effect on our business, financial condition and results of operations and damage our reputation.

•We are subject to environmental laws and regulations that may expose us to significant liabilities and have a material adverse effect on our results of operations and financial condition.

•We are subject to uncertainties regarding the International Emergency Economic Powers Act ("IEEPA") tariff refunds, including the timing of these refunds.

In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of any such forward-looking statements. The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Additional risks and uncertainties include those discussed herein and detailed from time to time in our other publicly filed documents, including those described under the heading “Risk Factors” in our Form 10-K filed with the Securities and Exchange Commission on November 18, 2025, Part II, Item 1A. "Risk Factors", and our subsequent filings with the SEC.

Non-GAAP Financial Measures

The Company reports its financial results in accordance with accounting principles generally accepted in the U.S. ("GAAP"). However, management believes that certain non-GAAP financial measures provide users with additional meaningful comparisons to the corresponding historical or future period, and are used for management incentive compensation. These non-GAAP financial measures exclude items that are not reflective of the Company's on-going operating performance, such as restructuring and related costs, network transition costs, acquisition and integration costs, the loss on extinguishment/modification of debt and the non-cash settlement loss on the U.K. pension plan termination. In addition, these measures help investors to analyze year-over-year comparability when excluding currency fluctuations as well as other Company initiatives that are not on-going. We believe these non-GAAP financial measures are an enhancement to assist investors in understanding our business and in performing analysis consistent with financial models developed by research analysts. Investors should consider non-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures used by other companies due to possible differences in methods and in the items being adjusted.

We provide the following non-GAAP measures and calculations, as well as the corresponding reconciliation to the closest GAAP measure:

Segment Profit. This amount represents the operations of our two reportable segments including allocations for shared support functions. General corporate and other expenses, Intangible amortization expense, Interest expense, Loss on extinguishment/modification of debt, Other items, net, restructuring and related costs, network transition costs and the charges related to acquisition and integration costs have all been excluded from segment profit.

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Adjusted Net Earnings and Adjusted Diluted Net Earnings Per Common Share (EPS). These measures exclude the impact of the costs related to restructuring activities, network transition costs, acquisition and integration, the Loss on extinguishment/modification of debt and the settlement loss on the U.K. pension plan termination.

Non-GAAP Tax Rate. This is the tax rate when excluding the pre-tax impact of restructuring activities, network transition activities, acquisition and integration, the loss on extinguishment/modification of debt and the settlement loss on the U.K. pension plan termination, as well as the related tax impact for these items, calculated utilizing the statutory rate for the jurisdictions where the impact was incurred.

Organic. This is the non-GAAP financial measurement of the change in Net sales or Segment profit that excludes or otherwise adjusts for the Acquisition impact, the Change in Highly inflationary markets and impact of currency from the changes in foreign currency exchange rates as defined below:

Acquisition Impact. The Company completed the Advanced Power Solutions (APS) acquisition on May 2, 2025. These adjustments include the impact of the operations associated with the acquired branded battery business. The Company tra

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2025-11-18. Report date: 2025-09-30.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion is a summary of the key factors management considers necessary in reviewing the Company's results of operations, operating segment results, and liquidity and capital resources. Statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) that are not historical may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

You should read the following MD&A in conjunction with the audited Consolidated Financial Statements and corresponding notes included elsewhere in this Annual Report. This MD&A contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties, and other factors that could cause actual results to differ materially from those projected or implied in the forward-looking statements. Please see Part I. Item 1A “Risk Factors” above and “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements.

All amounts discussed are in millions of U.S. dollars, unless otherwise indicated.

Forward-Looking Statements

This document contains both historical and forward-looking statements. Forward-looking statements are not based on historical facts but instead reflect our expectations, estimates or projections concerning future results or events, including, without limitation, the future sales, gross margins, costs, earnings, cash flows, tax rates and performance of the Company. These statements generally can be identified by the use of forward-looking words or phrases such as "believe," "expect," "expectation," "anticipate," "may," "could," "intend," "belief," "estimate," "plan," "target," "predict," "likely," "should," "forecast," "outlook," or other similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results to differ materially from those indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this document are only made as of the date of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements including, but not limited to, those discussed in Part I, Item 1A, “Risk Factors," as updated from time to time in the Company’s SEC filings.

Non-GAAP Financial Measures

The Company reports its financial results in accordance with accounting principles generally accepted in the U.S. ("GAAP"). However, management believes that certain non-GAAP financial measures provide users with additional meaningful comparisons to the corresponding historical or future period, and are used for management incentive compensation. These non-GAAP financial measures exclude items that are not reflective of the Company's on-going operating performance, such as restructuring and related costs, network transition costs, acquisition and integration costs, fiscal 2023 ("FY23") and fiscal 2024 ("FY24") production credits, a litigation matter, an impairment on intangible assets, the loss/(gain) on extinguishment/modification of debt, the December 2023 Argentina Economic Reform and the settlement loss on U.S. pension annuity buyout. In addition, these measures help investors to analyze year-over-year comparability when excluding currency fluctuations as well as other Company initiatives that are not on-going. We believe these non-GAAP financial measures are an enhancement to assist investors in understanding our business and in performing analysis consistent with financial models developed by research analysts. Investors should consider non-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures used by other companies due to possible differences in method and in the items being adjusted.

We provide the following non-GAAP measures and calculations, as well as the corresponding reconciliation to the closest GAAP measure:

Segment Profit. This amount represents the operations of our two reportable segments including allocations for shared support functions. General corporate and other expenses, Intangible amortization expense, an impairment on intangible assets, Interest expense, Loss/(gain) on extinguishment/modification of debt, Other items, net, restructuring and related costs,

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network transition costs, FY23 & FY24 production credits, a litigation matter and the charges related to acquisition and integration costs have all been excluded from segment profit.

Adjusted net earnings and Adjusted Diluted net earnings per common share ("EPS"). These measures exclude the impact of the costs related to restructuring activities, network transition costs, acquisition and integration, an impairment on intangible assets, FY23 & FY24 production credits, a litigation matter, the Loss/(gain) on extinguishment/modification of debt, the December 2023 Argentina Economic Reform and the settlement loss on U.S. pension annuity buyout.

Non-GAAP Tax Rate. This is the tax rate when excluding the pre-tax impact of restructuring activities, network transition activities, acquisition and integration, an impairment on intangible assets, FY23 & FY24 production credits, a litigation matter, the loss/(gain) on extinguishment/modification of debt. the December 2023 Argentina Economic Reform, and the settlement loss on U.S. pension annuity buyout, as well as the related tax impact for these items, calculated utilizing the statutory rate for the jurisdictions where the impact was incurred.

Organic. This is the non-GAAP financial measurement of the change in Net sales or segment profit that excludes or otherwise adjusts for the Acquisition impact, Change in highly inflationary markets and Impact of currency from the changes in foreign currency exchange rates as defined below:

Acquisition Impact. The Company completed the Advanced Power Solutions NV ("APS NV") acquisition on May 2, 2025 ("APS NV Acquisition"). These adjustments include the impact of the operations associated with the acquired branded battery business. The Company will be working to transition from these branded business to legacy brands by December 31, 2025. This does not include the impact of acquisition and integration costs associated with this acquisition.

Change in Highly Inflationary Markets. The Company is presenting separately all changes in sales and segment profit from our Egypt and Argentina affiliates due to the designation of the economies as highly inflationary as of October 1, 2024 and July 1, 2018, respectively.

Impact of currency. The Company evaluates the operating performance of our Company on a currency     neutral basis. The Impact of Currency is the change in foreign currency exchange rates year-over-year on reported results, which is calculated by comparing the value of current year foreign operations at the current period USD exchange rate versus the value of current year foreign operations at the prior period USD exchange rate. The impact of currency also includes gains/(losses) of currency hedging programs, and it excludes highly-inflationary markets.

Adjusted Gross Profit, Adjusted Gross Margin, adjusted Selling, General & Administrative ("SG&A") as a percent of sales and adjusted Other items, net. Detail for Adjusted Gross margin, Adjusted SG&A as a percent of sales, and Adjusted Other items, net are also supplemental non-GAAP measures. These measures exclude the impact of costs related to restructuring activities, network transition activities, FY23 & FY24 production credits, a litigation matter, acquisition and integration, the December 2023 Argentina Economic Reform and the settlement loss on U.S. pension annuity buyout.

Production Tax Credits under the Inflationary Reduction Act

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA includes multiple incentives to promote clean energy and energy storage manufacturing among other provisions. The tax credits are available from calendar year 2023 to 2032 subject to phase out beginning in calendar year 2030. In December 2024, the United States Treasury issued final regulations related to the Section 45X Advanced Manufacturing Production Credit ("production credit"), which provided updated definitions and additional guidance and examples on production credits. The production credit is a refundable tax credit for battery cells and modules manufactured in the United States, as well as a credit for electrode active material and other components produced for batteries.

Following the final regulations on Section 45X that became effective in December 2024, the Company began reviewing the potential applicability to our batteries and various components produced in the United States for application of the production credits. The Company achieved reasonable assurance over our ability to claim the production credits during fiscal 2025 and recognized an estimated $120.9 reduction to Cost of products sold ("COGS") on the Consolidated Statement of Earnings and Comprehensive Income for the tax credit on production and sales retroactive to January 1, 2023. The credit recognized included an estimated $41.6 for the credit related to fiscal 2025 production and an additional $79.3 credit for fiscal 2023 and 2024 production since the effective date of the IRA, January 1, 2023 ("FY23 & FY24 production credit").

The Company expects future year credits to be approximately $40 to $45 annually based on current regulations prior to the phase out period. Amounts recognized in the Consolidated Financial Statements are based on Management's judgment and

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best estimate utilizing the most current guidance. The Company will continue to evaluate the effects of the IRA to the extent more guidance is issued and the relevant implications to our Consolidated Financial Statements. Actual results could differ from management’s current estimate.

December 2023 Argentina Economic Reform

In November 2023, a new president was elected in Argentina who is implementing significant economic reform. Upon his inauguration in December 2023, the government devalued the Argentine Peso ("ARS") approximately 50% over night. As a result, Argentina's operating costs rose quicker than the Company was able to implement price increases to offset the rising costs. The Company anticipates this could continue, resulting in a continued decline to operating profit. The Company had net sales of $33.9, $38.0, and $45.8 for fiscal years 2025, 2024 and 2023, respectively. The Company had operating profit of $8.9, $10.7 and $16.0 in fiscal 2025, 2024 and 2023, respectively.

The December 2023 currency devaluation and economic reform resulted in $22.0 of currency and related losses recognized in Other items, net during the twelve months ended September 30, 2025. This includes exchange losses of $14.7 from the December remeasurement of the Company's Argentina monetary assets and liabilities and $6.3 of transactional currency exchange losses on the ARS in December which are discussed further in Item 7A Quantitative and Qualitative Disclosures About Market Risk. The Company also recorded a loss of $1.0 on the purchase and sale of bonds issued by the Argentina Central Bank ("BCRA"), named BOPREALs, which were issued to provide a USD denominated instrument for import companies to pay import debts existing before December 12, 2023, and regulate the flow of reserves from BCRA.

It is difficult to determine what continuing impact the new president and his economic reform or the use of highly inflationary accounting for Argentina may have on our consolidated financial statements as such impact is dependent upon movements in the applicable exchange rates between the local currency and the U.S. dollar and the amount of monetary assets and liabilities included in our affiliates' balance sheet, as well as any additional reforms that may be issued by the new Argentine Administration.

Acquisitions

On October 27, 2023, the Company acquired certain battery manufacturing assets in Belgium from Advanced Power Solutions Belgium NV ("APS Belgium") to provide a battery manufacturing location in Europe ("Belgium Acquisition").

On May 8, 2024, the Company acquired all the outstanding shares of Centralsul Ltda. ("Centralsul"), an auto appearance and fragrance manufacturer and distributor based in Southern Brazil ("Centralsul Acquisition"), which is expected to increase the Company's Auto Care presence in the region.

On May 2, 2025, the Company acquired all the shares of APS NV. The acquisition provides the Company with additional production capacity in Europe as well as an expanded customer base. The acquisition resulted in $63.6 of Net sales and $2.2 of Segment profit for the Batteries and Lights segment.

In fiscal 2025, the Company recorded $5.7 in SG&A of legal fees and other costs associated with these acquisitions and $0.5 in Cost of goods sold. Included in the SG&A was expense for a purchase price earnout adjustment associated with the Centralsul Acquisition of $1.1.

In fiscal 2024, the Company recorded $7.2 of acquisition and integration costs. Costs of good sold recorded were $3.1. The majority of this was recorded in the first fiscal quarter as the Company was awaiting the receipt of the raw materials procured on the Company's behalf by APS Belgium as part of the Belgium Acquisition. These costs were offset by $1.0, recorded in Other items, net, from producing inventory for APS Belgium under a transaction services agreement ("TSA") entered into at the closing of the transaction, which has since ended. The Company also recorded $5.1 of legal and diligence fees in SG&A related to acquisition and integration activities.

Macroeconomic Environment

We continue to operate in an inflationary environment where macro-economic pressures and geopolitical instability are expected to continue into fiscal 2026. While we did not experience significant disruptions in our operations in fiscal 2025, the risks of future negative impacts due to transportation, logistical or supply constraints and higher commodity costs for certain raw materials remain present, and the Company could continue to experience corresponding incremental costs and gross margin pressures, as well as currency headwinds throughout the year. Macro-economic pressures and geopolitical instability could also result in softening consumer demand, which could negatively impact the Company's forecasted financial results and operations.

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We are continuing to assess our incremental tariff cost exposure in light of continuing changes to global tariff policies and the full extent of our mitigation strategies to offset the financial and operational impact of tariffs, as well as the associated timing to implement such strategies. We expect a challenging start to the next fiscal year given softening consumer sentiment and macro headwinds and the transitional impact from tariffs. As a result of these challenges and to help offset the impact of tariffs, the Company is extending Project Momentum into fiscal 2026 to help neutralize the impact of the tariffs.

Project Momentum Restructuring and Related Costs

In November 2022, the Board of Directors approved a profit recovery program, Project Momentum, which included an enterprise-wide restructuring focused on recovering operating margins, optimizing our manufacturing, distribution and global supply chain networks, and enhancing our organizational efficiency across the Company. In July 2023, the Company's Board of Directors approved an expansion of this program to include an additional year, which allowed for additional optimization of our battery manufacturing, distribution and global supply chain networks, further review of our global real estate footprint and the implementation of IT systems that allowed us to streamline our organization and fully execute the program. Following the Belgium Acquisition in the first quarter of fiscal 2024, the Company expanded the Project Momentum program and increased the savings and cost expectations, partially due to the impact the expanded manufacturing capacity had on the Company's battery network.

As of September 30, 2025, the Company successfully realized approximately $206 of savings from Project Momentum, with approximately $64 realized in fiscal year 2025. The savings were primarily within COGS and SG&A on the Consolidated Statements of Earnings and Comprehensive Income.

The total pre-tax expense related to Project Momentum restructuring and other related costs for the twelve months ended September 30, 2025, 2024 and 2023 were $68.7, $91.7, and $59.7 respectively. The expenses primarily consisted of severance and other benefit related costs, accelerated depreciation, asset write-offs, consulting costs, IT enablement, a non-cash impairment of capitalized software, decommissioning, relocation, and other exit related costs. The costs were reflected in COGS, SG&A, and Other items, net on the Consolidated Statements of Earnings and Comprehensive Income. Total pre-tax charges related to Project Momentum since inception were $221.0. Refer to Note 5 Restructuring for additional discussion on the Company's restructuring costs.

Although the Company's Project Momentum restructuring costs are recorded outside of segment profit, if allocated to our reportable segments, the restructuring costs noted above for fiscal 2025 would have been included in our Batteries & Lights and Auto Care segments in the amount of $60.2 and $8.5, respectively. The Company's Project Momentum restructuring costs for fiscal year 2024 would have been included in our Batteries & Lights and Auto Care segments in the amount of $87.0 and $4.7, respectively. The Momentum restructuring costs for fiscal year 2023 would have been incurred within our Batteries & Lights and Auto Care segments in the amount of $52.7 and $7.0, respectively.

As a part of the planned Project Momentum decommissioning of certain facilities and relocation of multiple production and packaging lines, the Company incurred incremental costs related to network transition activities necessary to maintain business continuity. During the twelve months ended September 30, 2025 and 2024, the Company incurred incremental costs of $19.7 and $11.7, respectively, primarily related to freight and third-party packaging support to ensure product availability for key customers during the movement and subsequent prove-in of the relocated lines. These costs were incurred within COGS on the Consolidated Statement of Earnings and Comprehensive Income. The network transition activities as part of Project Momentum are substantially complete and no further costs are expected in fiscal 2026.

Project Momentum - Tariff Mitigation & Operational Efficiency Program

During the fourth quarter of fiscal 2025, the Company decided to extend the Project Momentum program to a fourth year to help offset the impact of tariffs and the challenging macroeconomic environment. This will be achieved specifically through network and sourcing changes to mitigate tariffs, a redesign of the European manufacturing network to best utilize the acquired APS NV manufacturing facility, the redesign of and investment in our US based manufacturing footprint to increase operational efficiency and production, as well as overall SG&A cost reduction initiatives.

The total estimated restructuring and related pre-tax costs associated with the fourth year of the program is expected to be between $35.0 and $40.0 with additional restructuring related costs of $25.0 to $30.0 related to US manufacturing efficiency initiatives and capital expenditures of $25.0 to $35.0. The estimated savings expected to be achieved through the fourth year of the program are $15.0 to $20.0, along with tariff mitigation and cost avoidance of $25.0 to $35.0. Costs and savings are expected to be fully realized by September 30, 2026.

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During the quarter ended September 30, 2025, the Company incurred $5.2 of pre-tax restructuring related costs associated with the initiatives to optimize the Company's cost structure and operating efficiency in the US as we exit less productive lines while still expanding our US manufacturing production. These costs are recorded in COGS and included within the Project Momentum restructuring costs disclosed above. Refer to Note 5 for further details.

Overview

General

Energizer, through its operating subsidiaries, is one of the world’s largest manufacturers, marketers and distributors of household batteries, specialty batteries and lighting products, and a leading designer and marketer of automotive appearance, performance, refrigerant, and freshener products. Energizer manufactures, markets and/or licenses one of the most extensive product portfolios of household batteries, specialty batteries, auto care products and portable lights.

Energizer is the beneficiary of over 100 years of expertise in the battery and portable lighting products industries. Its brand names, Energizer, Eveready and Rayovac, have worldwide recognition for innovation, quality and dependability, and are marketed and sold around the world. Energizer has a long history of innovation within our categories. Since our commercialization of the first dry-cell battery in 1893 and the first flashlight in 1899, we have been committed to developing and marketing new products to meet evolving consumer needs and consistently advancing battery technology as the universe of devices powered by batteries has evolved. Over the past 100+ years we have developed or brought to market:

•the first flashlight;

•the first dry cell alkaline battery;

•the first mercury-free alkaline battery; and

•Energizer Ultimate Lithium®, the world’s longest-lasting AA and AAA battery for high-tech devices.

Energizer offers batteries using many technologies including lithium, alkaline, carbon zinc, nickel metal hydride, zinc air, and silver oxide. These products are sold globally under the Energizer, Eveready and Rayovac brands, including hearing aid batteries, and the Varta brand in Latin America and Asia Pacific. These products include primary, rechargeable, specialty and hearing aid batteries and are offered in the performance, premium and price segments.

In addition, we offer auto care products in the appearance, fragrance, performance and air conditioning recharge product categories. The appearance and fragrance categories include protectants, wipes, tire and wheel care products, glass cleaners, leather care products, air fresheners and washes designed to clean, shine, refresh and protect interior and exterior automobile surfaces under the brand names Armor All®, Nu Finish®, Refresh Your Car!®, LEXOL®, Eagle One®, NEVR-DULL®, California Scents®, Driven®, Bahama & Co®, Carnu®, Grand Prix®, Kit®, Tempo® and Centralsul®.

The performance product category includes STP branded fuel and oil additives, functional fluids and other performance chemical products that benefit from a rich heritage in the car enthusiast and racing scenes, characterized by a commitment to technology, performance and motor sports partnerships for over 60 years. The brand equity of STP also provides for attractive licensing opportunities that augment our presence in our core performance categories.

The air conditioning recharge product category includes do-it-yourself automotive air conditioning recharge products led by the A/C PRO brand name, along with other refrigerant and recharge kits, sealants and accessories.

In addition, we offer an extensive line of lighting products designed to meet a variety of consumer needs. We distribute and market lighting products including handheld, headlights, lanterns, and area lights. In addition to the Energizer, Eveready and Rayovac brands, we market our flashlights under the Hard Case, Dolphin, and WeatherReady® sub-brands. In addition to batteries and portable lights, Energizer licenses the Energizer, Eveready and Rayovac brands to companies developing consumer solutions in solar, automotive batteries, portable power for critical devices (like smart phones), generators, power tools, household light bulbs and other lighting products.

Through our global supply chain, global manufacturing footprint and seasoned commercial organization, we seek to meet diverse customer demands within each of the markets we serve. Energizer distributes its portfolio of batteries, auto care and lighting products through a global sales force and global distributor model. We sell our products in multiple retail and business-to-business channels, including: mass merchandisers, club, electronics, food, home improvement, dollar store, auto, drug, hardware, e-commerce, convenience, sporting goods, hobby/craft, office, industrial, medical and catalog.

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We use the Energizer name and logo as our trademark as well as those of our subsidiaries. Product names appearing throughout are trademarks of Energizer. This MD&A also may refer to brand names, trademarks, service marks and trade names of other companies and organizations, and these brand names, trademarks, service marks and trade names are the property of their respective owners.

Operations for Energizer are managed via two major reportable product groupings: Batteries & Lights and Auto Care.

Financial Results

Net earnings for the fiscal year ended September 30, 2025 were $239.0, or $3.32 per diluted common share, compared to net earnings of $38.1, or $0.52 per diluted common share, for the fiscal year ended September 30, 2024, and net earnings of $140.5, or $1.94 per diluted common share, for the fiscal year ended September 30, 2023.

Net earnings and diluted net earnings per common share for the time periods presented were impacted by certain items related to Project Momentum restructuring and related costs, network transition costs, acquisition and integration costs, FY23 & FY24 production credits, impairment of intangible assets, a litigation matter, the Loss/(gain) on extinguishment/modification of debt, the December 2023 Argentina Economic Reform and the settlement loss on U.S. pension annuity buy out as described in the tables below. The impact of these items is provided below as a reconciliation of Net earnings and Diluted net earnings per common share to Adjusted Net earnings and Adjusted Diluted net earnings per common share, which are non-GAAP measures. See disclosure under Non-GAAP Financial Measures above.

35

For the Twelve Months Ended September 30,

2025

2024

2023

Net earnings

239.0 

38.1 

140.5 

Pre-tax adjustments

Restructuring and related costs (1)

68.7 

91.7 

59.7 

Network transition costs (2)

19.7 

11.7 

— 

Acquisition and integration (3)

6.2 

7.2 

— 

FY23 & FY24 production credits (4)

(78.0)

— 

— 

Impairment of intangible assets

5.9 

110.6 

— 

Litigation matter (5)

(1.7)

13.7 

— 

Loss/(gain) on extinguishment/modification of debt

12.1 

2.4 

(1.5)

December 2023 Argentina Economic Reform (6)

— 

22.0 

— 

Settlement loss on U.S. pension annuity buy out (7)

— 

— 

50.2 

   Total adjustments, pre-tax

$

32.9 

$

259.3 

$

108.4 

   Total adjustments, after tax (8)

$

14.1 

$

203.2 

$

83.5 

Adjusted net earnings

$

253.1 

$

241.3 

$

224.0 

For the Twelve Months Ended September 30,

2025

2024

2023

Diluted net earnings per common share

$

3.32 

$

0.52 

$

1.94 

Adjustments

Restructuring and related costs

0.80 

0.97 

0.64 

Network transition costs

0.22 

0.12 

— 

Acquisition and integration

0.08 

0.08 

— 

FY23 & FY24 production credits

(1.08)

— 

— 

Impairment of intangible assets

0.07 

1.16 

— 

Litigation matter

(0.02)

0.14 

— 

Loss/(gain) on extinguishment/modification of debt

0.13 

0.03 

(0.02)

December 2023 Argentina Economic Reform

— 

0.30 

— 

Settlement loss on U.S. pension annuity buy out

— 

— 

0.53 

Adjusted diluted net earnings per diluted share

$

3.52 

$

3.32 

$

3.09 

Weighted average shares of common stock - Diluted

72.0 

72.7 

72.4 

Currency, excluding highly inflationary markets, had an adverse impact to fiscal 2025 compared to fiscal 2024. Earnings before income tax was negatively impacted by $6.0, or $0.07 per share, compared to the prior year.

Currency, excluding highly inflationary markets, had an adverse impact to fiscal 2024 compared to fiscal 2023. Earnings before income tax was negatively impacted by $2.5, or $0.03 per share, compared to the prior year.

36

(1) Restructuring and related costs were included in the following lines in the Consolidated Statement of Earnings and Comprehensive Income:

Twelve Months Ended September 30,

2025

2024

2023

COGS - Restructuring costs

$

28.6 

$

62.9 

$

29.9 

COGS - US operating efficiency project

5.2 

— 

— 

SG&A - Restructuring costs

17.2 

19.9 

26.7 

SG&A - IT Enablement

15.7 

14.5 

3.3 

Other items, net

2.0 

(5.6)

(0.2)

Total Project Momentum restructuring and related costs

$

68.7 

$

91.7 

$

59.7 

(2) This represents incremental network transition costs, primarily related to freight and third-party packaging support, to maintain business continuity and service our customers as the Company decommissions certain facilities and relocates production and packaging lines as part of Project Momentum. These costs were recorded in COGS on the Consolidated Statement of Earnings and Comprehensive Income.

(3) Acquisition and integration costs were included in the following lines in the Consolidated Statement of Earnings and Comprehensive Income:

Twelve Months Ended September 30,

2025

2024

2023

COGS

$

0.5 

$

3.1 

$

— 

SG&A

5.7 

5.1 

— 

Other items, net

— 

(1.0)

— 

Total acquisition and integration costs

$

6.2 

$

7.2 

$

— 

(4) This represents the production credits retroactive to the start of the credit period and prior to the current year. These credits were recorded in COGS on the Consolidated Statement of Earnings and Comprehensive Income.

(5) In 2021, Varta Microbattery GmbH filed a lawsuit against the Company alleging breach of a supply agreement related to zinc-air hearing aid batteries. In September 2024, a Swiss court issued a $13.7 judgment against the Company. On October 3, 2024, the Company appealed the judgment with the Federal Supreme Court of Switzerland. This matter concluded in July 2025.

(6) During December 2023, a new president was inaugurated in Argentina bringing significant economic reform to the country including devaluing the Argentine Peso by 50% in the month of December 2023. As a result of this reform and devaluation, the Company recorded $22.0 of currency exchange and related losses in Other items, net on the Consolidated Statement of Earnings and Comprehensive Income for the twelve months ended September 30, 2024.

(7) The Settlement loss is due to the execution of a partial retiree annuity buy out on the U.S. pension plan in fiscal 2023. This charge is included in Other items, net in the Consolidated Statement of Earnings and Comprehensive Income.

(8) The effective tax rate for the Adjusted - Non-GAAP Net earnings and Diluted net earnings per common share was 20.2%, 22.9% and 21.2% for the years ended September 30, 2025, 2024 and 2023, respectively, as calculated utilizing the statutory rate for the jurisdictions where the costs were incurred.

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Operating Results 

 For the Years Ended September 30,

Net Sales

2025

 % Chg

2024

 % Chg

Net sales - prior year

$

2,887.0 

$

2,959.7 

Organic

19.8 

0.7 

%

(66.2)

(2.2)

%

Acquisition impact

63.6 

2.2 

%

— 

— 

%

Change in highly inflationary markets

(5.3)

(0.2)

%

(7.8)

(0.3)

%

Impact of currency

(12.4)

(0.4)

%

1.3 

— 

%

    Net sales - current year

$

2,952.7 

2.3 

%

$

2,887.0 

(2.5)

%

Net sales for the year ended September 30, 2025 were $2,952.7, an increase of 2.3% from the prior year. Organic net sales increased 0.7% primarily due to:

•Volumes grew 1.5% driven by new and expanded distribution and growth in e-commerce, as well as new innovation in Auto Care, partially offset by lower back-half category volumes as softer consumer demand impacted both segments.

•Offsetting the volume growth were pricing declines of 0.8% driven by planned strategic pricing and promotional investments partially offset by innovation and tariff pricing.

Net sales for the year ended September 30, 2024 were $2,887.0, a decrease of 2.5%. Organic net sales decreased 2.2% primarily due to:

•The Batteries & Lights segment experienced volume declines of approximately 0.7% primarily due to the timing of holiday orders compared to the prior year, which benefited the fourth quarter of 2023, partially offset by distribution gains and improved category trends; and

•Pricing declines of 2.2%, primarily within the Batteries & Lights segment, driven by planned strategic pricing and promotional investments in the period.

•Offsetting these declines was increased Auto Care segment volumes of 0.7% largely driven by distribution gains in the period.

For further discussion regarding net sales in each of our reportable product segments, including a summary of reported versus organic changes, please see the section titled “Segment Results” provided below.

Gross Profit

Gross profit was $1,232.7 in fiscal 2025 versus $1,104.3 in fiscal 2024. Excluding the current and prior year Project Momentum restructuring costs of $33.8 and $62.9, respectively, and the current and prior year Network transition costs of $19.7 and $11.7, respectively, and the impact of the FY23 & FY24 production credits recorded in the current year of $78.0 and the current year Acquisition and integration costs of $0.5, adjusted gross profit dollars were $1,208.7 in fiscal 2025 versus $1,182.0 in fiscal 2024. The increase in adjusted gross profit dollars was largely driven by Project Momentum, which delivered savings of approximately $50, as well as the benefit of the FY25 production tax credit of $41.6. These benefits were offset by increased product costs from production inefficiencies associated with rebalancing our network and increased warehousing, distribution and tariff costs, as well as the lower margin profile of the APS NV business and the planned strategic pricing and promotional investments noted above.

Gross profit was $1,104.3 in fiscal 2024 versus $1,124.0 in fiscal 2023. Excluding the current and prior year Project Momentum restructuring costs of $62.9 and $29.9, respectively, and the current year Network transition costs of $11.7, Acquisition and integration costs of $3.1, adjusted gross profit dollars were $1,182.0 in fiscal 2024 versus $1,153.9 in fiscal 2023. The increase in gross profit dollars was largely driven by Project Momentum, which delivered savings of approximately $59, as well as lower input costs, including improved commodities pricing and lower ocean freight. These benefits were partially offset by the planned strategic pricing and promotional investments noted above.

Gross margin as a percent of Net sales for fiscal 2025 was 41.7% versus 38.3% in the prior year. Excluding the current and prior year Project Momentum restructuring and related costs and network transition costs, and the current year integration

38

costs and impact of recording the FY23 & FY24 production credits, adjusted gross margin was 40.9% for the fiscal year, consistent with prior year. Gross margin as a percent of Net sales for fiscal 2024 was 38.3% versus 38.0% in fiscal 2023. Excluding the Project Momentum restructuring costs from both fiscal years and the fiscal 2024 network transition costs and integration costs, adjusted gross margin was 40.9% for the fiscal year, up 190 basis points from fiscal 2023.

For the Years Ended September 30,

2025

2024

Reported

Adjusted

Reported

Adjusted

Gross Margin - Prior Year

38.3 

%

40.9 

%

38.0 

%

39.0 

%

FY25 production credits

1.4 

%

1.4 

%

— 

%

— 

%

Project Momentum initiatives

1.7 

%

1.7 

%

1.9 

%

1.9 

%

Pricing

(0.5)

%

(0.5)

%

(1.5)

%

(1.5)

%

Product cost impacts

(1.4)

%

(1.4)

%

1.8 

%

1.8 

%

Tariffs

(0.5)

%

(0.5)

%

— 

%

— 

%

Acquisition impact

(0.4)

%

(0.4)

%

— 

%

— 

%

Year-over-year impact of restructuring and related costs, network transition costs, FY23 & FY24 production credits and integration costs, net

3.4 

%

— 

%

(1.6)

%

— 

%

Currency impact, including highly inflationary markets

(0.3)

%

(0.3)

%

(0.3)

%

(0.3)

%

Gross Margin - Current Year

41.7 

%

40.9 

%

38.3 

%

40.9 

%

Selling, General and Administrative (SG&A)

SG&A expenses were $532.4 in fiscal 2025, or 18.0% of net sales, as compared to $526.3, or 18.2% of net sales for fiscal 2024, and $489.4, or 16.5% of net sales for fiscal 2023. Included in SG&A were Project Momentum restructuring and related costs of $32.9, $34.4 and $30.0 in fiscal 2025, 2024 and 2023, respectively, acquisition and integration costs of $5.7 and $5.1 in fiscal 2025 and 2024, respectively, and a litigation matter credit of $1.7 and charge of $13.7 in fiscal 2025 and 2024, respectively.

Excluding Project Momentum restructuring and related costs, the litigation matter and acquisition and integration costs, SG&A in fiscal 2025 was $495.5 or 16.8%, compared to fiscal 2024 of $473.1 or 16.4%. The year-over-year increase was primarily driven by increased SG&A from the APS NV business of $11.8, increased investment in digital transformation and increased legal and recycling fees. This increase was partially offset by Project Momentum savings of approximately $14 in the period.

Excluding Project Momentum restructuring and related costs, the litigation matter and acquisition and integration costs, SG&A in fiscal 2024 was $473.1 or 16.4%, compared to fiscal 2023 of $459.4 or 15.5%. The year-over-year increase was primarily driven by an increase in labor and benefit costs, higher travel expense, increased depreciation expense related to our digital transformation initiatives and increased legal, factoring and environmental fees. This increase was partially offset by Project Momentum savings of approximately $29 in the period.

Advertising and Sales Promotion (A&P)

A&P was $151.7 in fiscal 2025, an increase of $8.0 as compared to fiscal 2024 expense of $143.7. A&P was $142.3 in fiscal 2023. A&P as a percent of net sales was 5.1%, 5.0% and 4.8% in fiscal years 2025, 2024 and 2023, respectively.

Research and Development (R&D)

R&D expense was $32.6 in fiscal 2025, $31.6 in fiscal 2024, $32.9 in fiscal 2023. As a percent of net sales, R&D expense was consistent as a percentage of sales at 1.1% all three years.

Amortization Expense

Amortization expense was relatively consistent at $58.7, $58.2 and $59.4 in fiscal 2025, 2024 and 2023, respectively.

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Impairment of intangible assets

Impairment of intangible assets was $5.9 in fiscal 2025. This included a non-cash impairment on certain proprietary formulas the Company plans to no longer utilize.

Impairment of intangible assets was $110.6 in fiscal 2024. This included a non-cash impairment on the Rayovac trade name of $85.2 and on the Varta trade name of $25.4. The non-cash impairments were driven by missed branded sales forecasts.

No impairment of intangible assets was recorded in fiscal 2023.

Interest expense

Interest expense for fiscal 2025 was $154.3, as compared to fiscal 2024 expense of $155.7 and $168.7 in fiscal 2023. The lower interest expense in fiscal 2025 was due to a lower average outstanding debt balance in the current year due to the Company's initiatives to pay down debt and lower interest rates. The decreased interest expense in fiscal 2024 compared to fiscal 2023 was due to a lower average outstanding debt balance partially offset by higher interest rates.

Loss/(gain) on extinguishment/modification of debt

The Loss on the extinguishment/modification of debt was $12.1 for fiscal year 2025 and relates to amending and restating the Term Loan as well as the redemption of the $300.0 Senior Notes due in 2027 during the fiscal year. The Loss on the extinguishment/modification of debt was $2.4 for fiscal year 2024 and relates to the Company's early repayment of $188.0 outstanding on the term loan as well as the term loan repricing during the fiscal year. The Gain on the extinguishment/modification of debt was $1.5 for fiscal year 2023 and related to the Company's retirement of $25.0 of outstanding Senior Notes at a discount and the early repayment of $188.0 outstanding on the term loan.

Other Items, Net

Other items, net was expense of $0.9, $22.0 and $57.1 in fiscal 2025, 2024 and 2023, respectively, and is summarized below:

For the Years Ended September 30,

2025

2024

2023

Other items, net

Interest income

$

(3.2)

$

(10.7)

$

(8.9)

Foreign currency exchange loss (1)

1.8 

32.1 

17.3 

Loss on sale of available-for-sale securities

— 

1.0 

— 

Pension cost other than service costs

0.1 

4.0 

2.7 

Settlement loss on U.S. pension annuity buy out

— 

— 

50.2 

Gain on sale of assets

— 

(4.4)

— 

        Transition services income

— 

(1.0)

— 

Other

2.2 

1.0 

(4.2)

Total Other items, net

$

0.9 

$

22.0 

$

57.1 

(1) Foreign currency exchange loss in fiscal 2025 includes the currency impact from the December 2023 Argentina economic reform. During December 2023, a new president was inaugurated in Argentina bringing significant economic reform to the country including devaluing the Argentine Peso by 50% in the month of December. As a result of this reform and devaluation, the Company recorded $21.0 of exchange losses for the fiscal 2024 in Other items, net on the Consolidated Statement of Earnings and Comprehensive Income.

Income Taxes

For fiscal 2025, the effective tax rate was 15.9%. Excluding the impact of our non-GAAP adjustments, the year to date adjusted effective tax rate was 20.2% as compared to 22.9% in the prior year. The lower current year rate is driven by the non-taxable production credits recorded in the current year.

40

For fiscal 2024, the effective tax rate was 29.2%. Excluding the impact of our non-GAAP adjustments, the year to date adjusted effective tax rate was 22.9% as compared to 21.2% in the prior year. The higher current year rate is driven by the higher foreign rate differential compared to the prior year.

For fiscal 2023, the effective tax rate was 20.0%. Excluding the impact of our non-GAAP adjustments, the year to date adjusted effective tax rate was 21.2% as compared to 19.5% in the prior year. The increase in the rate versus prior year is primarily due to the release of reserves from statute limitations and settlements with tax authorities in the prior year.

Energizer’s effective tax rate is highly sensitive to the mix of countries from which earnings or losses are derived. Declines in earnings in lower tax rate countries, earnings increases in higher tax rate countries, repatriation of foreign earnings or foreign operating losses in the future could increase future tax rates. In addition, the enactment of legislation implementing changes in the U.S. on the taxation of international business activities or the adoption of other U.S. tax reform could impact our effective tax rate in the future.

Segment Results

Operations for Energizer are managed via two product segments: Batteries & Lights and Auto Care. Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses (including share-based compensation costs), amortization of intangibles, impairment of intangible assets, acquisition and integration activities, restructuring and related costs, network transition costs, FY23 & FY24 production credits, acquisition earn out, a litigation matter, the December 2023 Argentina Economic Reform, the settlement loss on U.S. pension annuity buy out and other items determined to be corporate in nature. Financial items, such as interest income and expense, and loss/(gain) on extinguishment/modification of debt are managed on a global basis at the corporate level. The exclusion of these costs from segment results reflects management's view on how it evaluates segment performance. The Company also excludes amortization of intangibles and impairment of intangible assets from segments as these are non-cash items related to the original purchase of the intangibles and are not utilized to evaluate current segment performance.

Energizer’s operating model includes a combination of standalone and shared business functions between the product segments, varying by country and region of the world. Shared functions include the sales and marketing functions, as well as human resources, IT and finance shared service costs. Energizer applies a fully allocated cost basis, in which shared business functions are allocated between segments. Such allocations are estimates, and do not represent the costs of such services if performed on a standalone basis.

41

Segment Net Sales

 For the Years Ended September 30,

2025

 % Chg

2024

 % Chg

Batteries & Lights

Net sales - prior year

$

2,259.5 

$

2,344.9 

Organic

23.4 

1.0 

%

(80.1)

(3.4)

%

Acquisition impact

63.6 

2.8 

%

— 

— 

%

Change in highly inflationary operations

(5.6)

(0.2)

%

(7.2)

(0.3)

%

Impact of currency

(8.2)

(0.4)

%

1.9 

0.1 

%

   Net sales - current year

$

2,332.7 

3.2 

%

$

2,259.5 

(3.6)

%

Auto Care

Net sales - prior year

$

627.5 

$

614.8 

Organic

(3.6)

(0.6)

%

13.9 

2.3 

%

Change in highly inflationary operations

0.3 

— 

%

(0.6)

(0.1)

%

Impact of currency

(4.2)

(0.6)

%

(0.6)

(0.1)

%

   Net sales - current year

$

620.0 

(1.2)

%

$

627.5 

2.1 

%

Total Net Sales

Net sales - prior year

$

2,887.0 

$

2,959.7 

Organic

19.8 

0.7 

%

(66.2)

(2.2)

%

Acquisition impact

63.6 

2.2 

%

— 

— 

%

Change in highly inflationary operations

(5.3)

(0.2)

%

(7.8)

(0.3)

%

Impact of currency

(12.4)

(0.4)

%

1.3 

— 

%

   Net sales - current year

$

2,952.7 

2.3 

%

$

2,887.0 

(2.5)

%

Total Net sales for the twelve months ended September 30, 2025 increased 2.3%, due to organic Net sales improvement of $19.8, or 0.7% and acquisition impact of $63.6, or 2.2%. These impacts were partially offset by a $5.3 decrease from our highly inflationary markets and unfavorable impact of currency of $12.4. Segment sales results for the twelve months ended September 30, 2025 are as follows:

•Batteries & Lights Net sales improved 3.2% versus the prior fiscal year, which included acquisition impact of $63.6, or 2.8%, from the APS NV acquisition, and organic net sales increase of 1.0%. The organic increase was driven by increased volumes driven by distribution gains, higher US storm related activity of approximately $13 in the beginning of the fiscal year and digital economy growth, partially offset by lower back-half category volumes due to softer consumer demand (approximately 1.5%). The volume improvement was partially offset by pricing declines driven by planned strategic pricing and promotional investments earlier in the year which was partially offset by tariff pricing in the back half of the year (approximately 0.5%).

•Auto Care Net sales declined 1.2% versus the prior fiscal year, partially driven by organic net sales decline of 0.6%. The decrease was due to pricing declines from planned strategic pricing and promotional investments partially offset by innovation and tariff pricing (approximately 1.8%). The pricing declines were partially offset by higher volumes driven by distribution gains, international market expansion and digital economy growth, partially offset by lower back-half category volumes due to softer consumer demand (approximately 1.2%).

Total Net sales for the twelve months ended September 30, 2024 decreased 2.5%, due to organic Net sales decline of $66.2, or 2.2%, and a $7.8 decrease from our Argentina operations, which were deemed to be highly inflationary. These declines were partially offset by favorable impact of currency of $1.3. Segment sales results for the twelve months ended September 30, 2024 are as follows:

•Batteries & Lights Net sales declined 3.6% versus the prior fiscal year, which included organic net sales decline of 3.4%. The organic decrease was driven by volume declines due to earlier holiday orders compared to the prior year, which benefited the fourth quarter of fiscal 2023, partially offset by distribution gains and improved category trends (approximately 0.9%) and pricing declines driven by planned strategic pricing and promotional investments in the period (approximately 2.5%).

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•Auto Care Net sales increased 2.1% versus the prior fiscal year, which was driven by organic net sales improvement of 2.3%. The increase was driven by increased distribution globally (approximately 2.3%) and increased volumes from timing of refrigerant sales (approximately 0.8%), partially offset by pricing declines driven by planned strategic pricing and promotional investments in the period (approximately 0.8%).

Segment Profit

 For the Years Ended September 30,

2025

 % Chg

2024

 % Chg

Batteries & Lights

Segment Profit - prior year

$

554.8 

$

551.5 

Organic

(6.0)

(1.1)

%

14.0 

2.5 

%

Impact acquisition

2.2 

0.4 

%

— 

— 

%

Change in highly inflationary operations

(3.2)

(0.6)

%

(5.2)

(0.9)

%

Impact of currency

(5.6)

(1.0)

%

(5.5)

(1.0)

%

   Segment Profit - current year

$

542.2 

(2.3)

%

$

554.8 

0.6 

%

Auto Care

Segment Profit - prior year

$

94.1 

$

75.0 

Organic

16.7 

17.7 

%

19.4 

25.9 

%

Change in highly inflationary operations

0.2 

0.2 

%

(0.2)

(0.3)

%

Impact of currency

(5.4)

(5.7)

%

(0.1)

(0.1)

%

   Segment Profit - current year

$

105.6 

12.2 

%

$

94.1 

25.5 

%

Total Segment Profit

Segment Profit - prior year

$

648.9 

$

626.5 

Organic

10.7 

1.6 

%

33.4 

5.3 

%

Acquisition impact

2.2 

0.3 

%

— 

— 

%

Change in highly inflationary operations

(3.0)

(0.5)

%

(5.4)

(0.9)

%

Impact of currency

(11.0)

(1.6)

%

(5.6)

(0.8)

%

   Segment Profit - current year

$

647.8 

(0.2)

%

$

648.9 

3.6 

%

Refer to Note 9, Segments, in the Consolidated Financial Statements for a reconciliation from segment profit to Earnings before income taxes.

Total segment profit in fiscal 2025 was $647.8, a decline of 0.2% versus the prior fiscal year. The decline was driven by unfavorable movement in foreign currency of $11.0, or 1.6%, and a decline of $3.0, or 0.5%, in our highly inflationary operations. This was partially offset by organic segment profit increase of 1.6% and acquisition impact from the APS NV acquisition of 0.3%. Segment operating profit results for the twelve months ended September 30, 2025 are as follows:

•Batteries & Lights segment profit was $542.2, a decrease of 2.3% versus the prior fiscal year driven by organic profit decline of $6.0, or 1.1%, unfavorable currencies of $5.6, or 1.0%, and a decline of $3.2, or 0.6%, in highly inflationary markets, partially offset by the positive impact from the APS NV acquisition of $2.2, or 0.4%. The organic decline was due to higher A&P and SG&A spending in the current year. This was partially offset by the improved gross profit dollars from Project Momentum savings and the production credits in the current year.

•Auto Care segment profit was $105.6, an increase of $11.5, or 12.2%, versus the prior fiscal year. Organic segment profit increased $16.7, or 17.7%. The growth was driven by improved gross margin due to Project Momentum savings. This was partially offset by higher SG&A and A&P spending, which supported the launch of the Podium Series, as compared to prior year.

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Total segment profit in fiscal 2024 was $648.9, an increase of 3.6% versus the prior fiscal year. The increase was driven by organic segment profit increase of 5.3%. This was partially offset by unfavorable movement in foreign currency of $5.6, or 0.8% and a decline of $5.4, or 0.9%, in Argentina operations. Segment operating profit results for the twelve months ended September 30, 2024 are as follows:

•Batteries & Lights segment profit was $554.8, an increase of 0.6% versus the prior fiscal year driven by organic profit increase of $14.0, or 2.5%, which was partially offset by unfavorable currencies of $5.5, or 1.0%, and a decline of $5.2, or 0.9%, in Argentina operations. The organic growth was due to the improved gross margin from Project Momentum savings and reduced A&P and R&D spending compared to the prior year. This was partially offset by the organic Net sales decline discussed above as well as higher SG&A spending in the current year.

•Auto Care segment profit was $94.1, an increase of $19.1, or 25.5%, versus the prior fiscal year. Organic segment profit increased $19.4, or 25.9%. The growth was driven by higher organic Net sales discussed above and improved gross margin due to Project Momentum savings, as well as reduced R&D spending. This was partially offset by higher SG&A and A&P spending compared to prior year.

GENERAL CORPORATE

For the Years Ended September 30,

2025

2024

2023

General corporate and other expenses

$

118.9 

$

115.3 

$

107.2 

   % of net sales

4.0 

%

4.0 

%

3.6 

%

For fiscal 2025, general corporate expenses were $118.9, an increase of $3.6 compared to fiscal 2024 expense of $115.3. The increase was primarily driven by increased legal fees as well as increased stock compensation in the current year. For fiscal 2024, general corporate expenses were $115.3, an increase of $8.1 compared to fiscal 2023 expense of $107.2. The increase was primarily driven by increased factoring and legal fees, higher mark to market expenses on our deferred compensation plans as well as increased stock compensation in fiscal 2024.

Liquidity and Capital Resources

Energizer’s primary future cash needs are centered on operating activities, working capital and strategic investments. We believe that our future cash from operations, together with our access to capital markets, will provide adequate resources to fund our short-term and long-term operating and financing needs. Our access to, and the availability of, financing on acceptable terms in the future will be affected by many factors, including, but not limited to: (i) our financial condition and prospects, (ii) for debt, our credit rating, (iii) the liquidity of the overall capital markets and (iv) the current state of the economy. There can be no assurances that we will continue to have access to capital markets on terms acceptable to us. See “Risk Factors” for further discussion.

Cash is managed centrally with net earnings reinvested locally and working capital requirements met from existing liquid funds. At September 30, 2025, Energizer had $236.2 of cash and cash equivalents, approximately 82% of which was outside of the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct our business and the cost effectiveness with which those funds can be accessed. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences or be subject to regulatory capital requirements, however, those balances are generally available without legal restrictions to fund ordinary business operations.

In March 2025, the Company entered into an amended and restated agreement which extended the term of its $760.0 Senior Secured Term Loan (Term Loan) to 2032 and its $500.0 Revolving Credit Facility (Revolving Facility) to 2030. In September 2025, the Company completed a bond offering for $400.0 Senior Notes due in 2033 at 6.00% and completed an add-on of $100.0 to the Term Loan. The proceeds were utilized to redeem the $300.0 6.50% Senior Notes due in 2027 and repay the indebtedness outstanding under the Revolving Facility. The transactions were leverage neutral and extended the maturity on the Company's outstanding debt.

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As of September 30, 2025, the Company had $857.9 outstanding on the Term Loan. The borrowings under the Term Loan require quarterly principal payments of 0.25% of the original principal balance. Borrowings under the Revolving Facility bear interest at a rate per annum equal to, at the option of the Company, SOFR or the Base Rate (as defined) plus the applicable margin. The Term Loan bears interest at a rate per annum equal to SOFR plus the applicable margin.

As of September 30, 2025, the Company had no borrowings outstanding under the Revolving Facility and $7.6 of outstanding letters of credit. Taking into account outstanding letters of credit, $492.4 remained available as of September 30, 2025.

Subsequent to year-end, the Company received a tax refund of $50.7, which included the fiscal 2024 production credit refund. The Company utilized these funds, as well as other funds, to pay down approximately $80.0 of outstanding Term Loan debt.

Debt Covenants

The agreements governing the Company's debt contain certain customary representations and warranties, affirmative, negative and financial covenants, and provisions relating to events of default. If the Company fails to comply with these covenants or with other requirements of these agreements, the lenders may have the right to accelerate the maturity of the debt. Acceleration under one of these facilities would trigger cross defaults to other borrowings. As of September 30, 2025, the Company was in compliance with the provisions and covenants associated with its debt agreements, and expects to remain in compliance for at least the next 12 months.

Operating Activities

Cash flow from operating activities is the primary funding source for operating needs and capital investments. Cash flow from operating activities was $147.1 in fiscal 2025, $429.6 in fiscal 2024, and $395.2 in fiscal 2023.

Cash flow from operating activities was $147.1 in fiscal 2025 as compared to $429.6 in the prior fiscal year. This decrease of $282.5 was primarily driven by decreased cash flow from working capital changes year over year of approximately $262.1. The working capital change of approximately $262.1 was primarily a result of the following:

•Approximately $39 of the cash flow decrease from working capital was due to collections of accounts receivable in the current year compared to the prior year.

•Approximately $127 of the cash flow decrease from working capital was due to changes in accounts payable and accrued liabilities driven by timing of payments year over year.

•Approximately $85 year-over-year change in inventory. The Company's increased investment in inventory was driven by various tariff mitigation initiatives and increased inventory due to the plastic free packaging transition.

Cash flow from operating activities was $429.6 in fiscal 2024 as compared to $395.2 in the prior fiscal year. This increase of $34.4 was primarily driven by increased cash flow from working capital changes year over year of approximately $58.8 as the Company has continued to return to more normalized working capital levels. The working capital change of approximately $58.8 was primarily a result of the following:

•Approximately $152 of the cash flow increase from working capital was due to collections of accounts receivable in the current year compared to the prior year. As part of the Company's digital transformation, new automated tools were put in place to enable an enhanced and quicker collection process compared to prior year. In addition, the Company had higher outstanding factored receivables at September 30, 2024 compared to September 30, 2023.

•Approximately $44 of the cash flow increase from working capital was due to changes in accounts payable and accrued liabilities driven by timing of payments year over year.

•Offsetting the increase was approximately $136 year-over-year change in inventory. The current year's inventory has stayed relatively flat during fiscal 2024, whereas fiscal 2023 had reduced investments in inventory as our inventory returned to more normalized levels in fiscal 2023.

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Investing Activities

Net cash used by investing activities was $98.2 in fiscal 2025 and $114.0 in fiscal 2024, and $56.1 in fiscal 2023, and consisted of the following:

•Capital expenditures were $83.9, $97.9, and $56.8 in fiscal years 2025, 2024, and 2023, respectively. Higher capital spending during fiscal 2025 and 2024 was primarily related to the Company's transition to plastic free packaging, digital transformation IT projects and Project Momentum restructuring spend.

•Proceeds from asset sales were $7.3, and $0.7 in fiscal 2024, and 2023, respectively. Fiscal 2024 proceeds were from selling a facility in the Dominican Republic and a facility in Wisconsin.

•Acquisitions, net of cash acquired and working capital payments, were an outflow of $14.3 and $22.4 in fiscal 2025 and 2024, respectively. The fiscal 2025 outflow was from the purchase of APS NV and the 2024 outflow was from the purchase of battery manufacturing assets in Belgium and the purchase of Centralsul.

•Purchase of available-for-sale securities was $5.2 in fiscal 2024, related to the purchase of bonds issued by the Argentina Central bank, named BOPREALs.

•Proceeds from sale of available-for-sale securities were $4.2 in fiscal 2024, related to the sale of BOPREALs.

Investing cash outflows of approximately $75 to $85 are anticipated in fiscal 2026 for capital expenditures. This includes normal capital replacement, product development and cost reduction investments, as well as approximately $25 to $35 of investment from Project Momentum Tariff and Operational Efficiency initiatives.

Financing Activities

Net cash used by financing activities was $29.1 in fiscal 2025 and $300.3 in fiscal 2024 and $309.4 in fiscal 2023.

For fiscal 2025, cash flow used by financing activities consists of the following:

•Cash proceeds from issuance of debt with maturities greater than 90 days of $698.0 from refinancing and extending the Term Loan and completing the $400.0 Senior Notes. The Term Loan proceeds were evaluated on a lender-by-lender basis on the Consolidated Statement of Cash Flows;

•Payments on debt with maturities greater than 90 days of $523.5, primarily related to the Term Loan refinancing payments of $192.2, the principal payments of $28.0 made earlier in the year and the redemption of the $300.0 Senior Notes. The Term Loan payments were evaluated on a lender-by-lender basis on the Consolidated Statement of Cash Flows;

•Net decrease in debt with original maturities of 90 days or less of $0.1, primarily related to repayment of international borrowings;

•Debt issuance costs of $13.6 related to the Term Loan and Revolving Facility refinancing and the $400.0 Senior Note offering;

•Premiums paid on extinguishment of debt of $4.9 related to the redemption premium on the $300 Senior Note;

•Payment of acquisition indemnification hold back related to the Centralsul acquisition of $0.5;

•Dividends paid on common stock of $87.1 during fiscal 2025 (see below);

•Common stock repurchases of $89.7 at an average price of $22.42 per share (see below); and

•Taxes paid for withheld share-based payments of $7.7.

For fiscal 2024, cash flow used by financing activities consists of the following:

46

•Payments on debt with maturities greater than 90 days of $200.8, primarily related to the term loan principal payments of $200.0;

•Net decrease in debt with original maturities of 90 days or less of $6.2, primarily related to repayment of international borrowings;

•Debt issuance costs of $0.9 related to the Term Loan reprice;

•Dividends paid on common stock of $87.4 during fiscal 2024; and

•Taxes paid for withheld share-based payments of $5.0.

For fiscal 2023, cash flow used by financing activities consists of the following:

•Payments on debt with maturities greater than 90 days of $222.1, primarily related to the early retirement of Senior notes of $21.6 and the term loan principal payments of $200.0;

•Net increase in debt with original maturities of 90 days or less of $1.2, primarily related to international borrowings;

•Dividends paid on common stock of $86.3 during fiscal 2023; and

•Taxes paid for withheld share-based payments of $2.2.

Dividends

Total dividends declared to common shareholders were $87.6, and $87.1 was paid in fiscal 2025.

Subsequent to the fiscal year end, on November 10, 2025, the Board of Directors declared a dividend for the first quarter of fiscal 2026 of $0.30 per share of common stock, payable on December 10, 2025, to all shareholders of record as of the close of business on November 25, 2025.

The timing, declaration, amount and payment of future dividends to shareholders will fall within the discretion of our Board of Directors. The Board’s decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, covenants associated with certain of our debt service obligations, industry practice, legal requirements, regulatory constraints and other factors that our Board of Directors deems relevant.

Share Repurchases

In November 2024, the Company's Board of Directors put in place an authorization for the Company to acquire up to 7.5 million shares of its common stock. During fiscal 2025, the Company repurchased 4 million shares for $89.7 at an average price of $22.42 per share, exclusive of $0.9 of excise tax. The Company had 3.5 million shares remaining under this authorization at September 30, 2025.

The authorization of future share repurchases falls within the discretion of our Board of Directors. The Board’s authorization and management's subsequent decision to repurchase shares will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, covenants associated with certain of our debt service obligations, industry practice, legal requirements, regulatory constraints and other factors that are deemed relevant. Future share repurchases, if any, would be made on the open market and the timing and the amount of any purchases will be determined by the Company based on its evaluation of the market conditions, capital allocation objectives, legal and regulatory requirements and other factors. Share repurchases may be effected through open market purchases or privately negotiated transactions, including repurchase plans that satisfy the conditions of Rule 10b5-1 of the Securities Exchange Act of 1934.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act which, among other changes, created a new corporate alternative minimum tax based on adjusted financial statement income and imposed a 1% excise tax on corporate stock repurchases. The effective date of these provisions was January 1, 2023. Any excise tax incurred on corporate stock repurchases will generally be recognized as part of the cost basis of the treasury stock acquired and not reported as part of income tax expense.

47

Contractual Obligations and Commitments

The Company believes it has sufficient liquidity to fund its operations and meet its short-term and long-term obligations. The Company's material future obligations include the contractual and purchase commitments described below.

The Company has a contractual commitment to repay its long-term debt of $3,395.6 based on the defined terms of our debt agreements. Within the next twelve months, the Company is obligated to pay $8.6 of this total debt. Our interest commitments based on the current debt balance and SOFR rate on drawn debt at September 30, 2025 is $873.8 with $148.6 expected within the next twelve months. The Company has entered into an interest rate swap agreement that fixed the variable benchmark component (SOFR) on $600.0 of variable rate debt. Refer to Note 13 Debt for further details.

The Company has an obligation to pay a mandatory transition tax of $7.1 due in the second fiscal quarter of fiscal 2026.

Additionally, Energizer has material future purchase commitments for goods and services which are legally binding and that specify all significant terms including price and/or quantity. Total future commitments for these obligations over the next 5 years is $2.1. The full amount is due within the next twelve months. Refer to Note 18 Other Commitments and Contingencies for further details.

Energizer is also party to various service and supply contracts that generally extend approximately one to three months. These arrangements are primarily individual, short-term purchase orders for routine goods and services at market prices, which are part of our normal operations and are reflected in historical operating cash flow trends. These contracts can generally be canceled at our option at any time. We do not believe such arrangements will adversely affect our liquidity position.

Finally, Energizer has operating and financing leases for real estate, equipment, and other assets that include future minimum payments with initial terms of one year or more. Total future operating and finance lease payments at September 30, 2025 are $145.6 and $89.0, respectively. Within the next twelve months, operating and finance lease payments are expected to be $19.7 and $4.6, respectively. Refer to Note 10 Leases for further details.

Other Matters

Environmental Matters

The operations of Energizer are subject to various federal, state, foreign and local laws and regulations intended to protect the public health and the environment. These regulations relate primarily to worker safety, air and water quality, underground fuel storage tanks and waste handling and disposal. Under the Comprehensive Environmental Response, Compensation and Liability Act, Energizer has been identified as a “potentially responsible party” (PRP) and may be required to share in the cost of cleanup with respect to certain federal “Superfund” sites. It may also be required to share in the cost of cleanup with respect to state-designated sites or other sites outside of the U.S.

Accrued environmental costs at September 30, 2025 were $10.1, of which approximately $1.4 is expected to be spent during fiscal 2026. It is difficult to quantify with certainty the cost of environmental matters, particularly remediation and future capital expenditures for environmental control equipment. Current environmental spending estimates could be modified as a result of changes in our plans or our understanding of underlying facts, changes in legal requirements or the enforcement or interpretation of existing requirements.

Legal Proceedings

In 2023, three purported class action lawsuits were filed against the Company and Wal-Mart Inc. in the Northern District of California alleging that the defendants conspired to inflate the prices of certain Energizer battery and lighting products (the “Products”) charged by the Company to other retailers and to prevent other retailers from charging consumers prices below Wal-Mart’s pricing, in violation of antitrust and consumer protection laws. The matters were filed on behalf of putative classes of entities that purchased the Products directly from Energizer, persons who purchased the Products directly from a Wal-Mart brick-and-mortar store, and persons who indirectly purchased the Products (other than for resale). All three lawsuits have been consolidated. The plaintiffs seek, among other things, monetary damages, costs and disbursements, reasonable attorneys’ fees, as well as injunctive relief. The Company has not recorded any accruals in its consolidated financial statements as the likelihood of a loss from these cases is not probable nor estimable at this time. The Company believes that it has substantial defenses against the claims and intends to vigorously defend against them.

48

In November 2021, Varta Microbattery GmbH filed a lawsuit against the Company alleging breach of a supply agreement related to zinc-air hearing aid batteries. On September 3, 2024, the Commercial Court of the Canton of Zurich issued a $13.7 judgment against the Company. On October 3, 2024, the Company appealed the judgment with the Federal Supreme Court of Switzerland. This matter concluded in July 2025. The Company has recorded the amount of the judgment within SG&A on the Consolidated Statement of Earnings and Comprehensive Income.

In addition to the above matters, the Company and its affiliates are subject to a number of legal proceedings in various jurisdictions arising out of its operations. Many of these legal matters are in preliminary stages and involve complex issues of law and fact, and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. We are a party to legal proceedings and claims that arise during the ordinary course of business. We review our legal proceedings and claims, regulatory reviews and inspections on an ongoing basis and follow appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, the Company believes that its liability, if any, arising from such pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, is not reasonably likely to be material to the Company's financial position, results of operations, or cash flows, taking into account established accruals for estimated liabilities.

Critical Accounting Policies and Estimates

The methods, estimates, and judgments Energizer uses in applying its most critical accounting policies have a significant impact on the results the Company reports in its Consolidated Financial Statements. Specific areas, among others, requiring the application of management’s estimates and judgment include assumptions pertaining to accruals for consumer and trade-promotion programs, pension benefit costs, acquisition, intangible assets and goodwill, uncertain tax positions, the reinvestment of undistributed foreign earnings and tax valuation allowances. On an ongoing basis, Energizer evaluates its estimates, but actual results could differ materially from those estimates.

The Company's critical accounting policies have been reviewed with the Audit Committee of the Board of Directors. A summary of Energizer’s significant accounting policies is contained in Note 2, Summary of Significant Accounting Policies, of the Notes to the Consolidated Financial Statements. This listing is not intended to be a comprehensive list of all of Energizer’s accounting policies.

•Revenue Recognition - The Company measures revenue as the amount of consideration for which it expects to be entitled in exchange for transferring goods. Net sales reflect the transaction prices for agreements, which include units shipped at selling list prices reduced by variable consideration as determined by the terms of each individual agreement. Discounts are offered to customers for early payment and an estimate of the discount is recorded as a reduction of net sales in the same period as the sale. Our standard sales terms generally include payments within 30 to 60 days and are final with returns or exchanges not permitted unless a special exception is made. Our Auto Care channel terms are longer, in some cases up to 365 days, in which case we use our trade receivables factoring program for more timely collection. Reserves are established based on historical data and recorded in cases where the right of return does exist for a particular sale. The Company does not offer warranties on products.

Energizer offers a variety of programs, primarily to its retail customers, designed to promote sales of its products. Such programs require periodic payments and allowances based on estimated results of specific programs and are recorded as a reduction to net sales. Methodologies for determining these provisions are dependent on specific customer pricing and promotional practices, which range from contractually fixed percentage price reductions to reimbursement based on actual occurrence or performance. Where applicable, future reimbursements are estimated based on a combination of historical patterns and future expectations regarding specific in-market product performance. Energizer accrues, at the time of sale, the estimated total payments and allowances associated with each transaction. Customers redeem trade promotions in the form of payments from the accrued trade allowances or invoice credits against trade receivables. Additionally, Energizer offers programs directly to consumers to promote the sale of its products. Energizer continually assesses the adequacy of accruals for customer and consumer promotional program costs not yet paid. To the extent total program payments differ from estimates, adjustments may be necessary. Historically, these adjustments have not been material.

The Company’s agreements with customers do not have significant financing components or non-cash consideration and the Company does not have unbilled revenue or significant amounts of prepayments from customers. Revenue is

49

recorded net of the taxes we collect on behalf of governmental authorities which are generally included in the price to the customer. Shipping and handling activities are accounted for as contract fulfillment costs and recorded in COGS.

•Pension Plans - The determination of the Company’s obligation and expense for pension benefits is dependent on certain assumptions developed by the Company and used by actuaries in calculating such amounts. Assumptions include, among others, the discount rate, future salary increases and the expected long-term rate of return on plan assets. Actual results that differ from assumptions made, or impacts to the obligation that are due to changes to assumptions, are recognized on the balance sheet and subsequently amortized to earnings over future periods. Significant differences in actual experience or significant changes in macroeconomic conditions resulting in changes to assumptions may materially affect pension obligations. In determining the discount rate, the Company uses the yield on high-quality bonds in conjunction with the cash flows of its plans’ estimated payouts. For the U.S. plans, which were frozen January 1, 2014 and represent the Company’s most significant obligations, we consider the Mercer Above-Mean yield curve in determining the discount rates.

Of the assumptions listed above, changes in the expected long-term rate of return on plan assets and changes in the discount rate used in developing plan obligations will likely have the most significant impact on the Company’s annual earnings, prospectively. Based on plan assets at September 30, 2025, a 100 basis point decrease or increase in expected asset returns would increase or decrease the Company’s U.S. pre-tax pension expense by $2.3. In addition, poor asset performance may increase and accelerate the rate of required pension contributions in the future. Uncertainty related to economic markets and the availability of credit may produce changes in the yields on corporate bonds rated as high-quality. As a result, discount rates based on high-quality corporate bonds may increase or decrease leading to lower or higher, respectively, pension obligations. A 100 basis point decrease in the discount rate would increase U.S. pension obligations by $18.4 at September 30, 2025.

As allowed under GAAP, the Company’s U.S. qualified pension plan's impact on earnings is determined using Market Related Value, which recognizes market appreciation or depreciation in the portfolio over five years and therefore reduces the short-term impact of market fluctuations.

•Business Combinations - The Company allocates the cost of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The Company uses a variety of information sources to determine the value of acquired assets and liabilities including: third-party appraisers for the values and lives of property, identifiable intangibles and inventories; actuaries for defined benefit retirement plans; and legal counsel or other advisors to assess the obligations associated with legal, environmental or other claims. The excess value of the cost of an acquired business over the estimated fair value of the assets acquired and liabilities assumed is recognized as goodwill.

•Intangible Assets - Significant judgment is required in assigning the respective useful lives of intangible assets. Certain brand intangibles are expected to have indefinite lives based on their history and our plans to continue to support and build the acquired brands. Other intangible assets are expected to have determinable useful lives. Our assessment of intangible assets that have an indefinite life and those that have a determinable life is based on a number of factors including the competitive environment, market share, brand history, underlying product life cycles, operating plans and the macroeconomic environment. Our estimates of the useful lives of determinable-lived intangible assets are primarily based on the same factors. The carrying value of determinable-lived intangible assets are amortized to expense over the estimated useful life. The value of indefinite-lived intangible assets is not amortized, but is tested at least annually for impairment. The Company assesses the appropriateness of an indefinite life being assigned to certain intangible assets as a part of this annual impairment analysis. The useful life of a determinable-lived intangible asset would be reassessed if a triggering event was identified that indicated a potential change in the value or use of our determinable-lived assets. A change in the useful life of these assets could have a material impact on our financial statements.

During the fourth quarter of fiscal 2025, the Company identified an impairment of the definite-lived intangible assets of certain proprietary formulas the Company plans to no longer utilize. The analysis determined the carrying value of the asset group exceeded expected cash flows of the primary asset. As a result, the Company recorded an impairment of $5.9.

The Company has certain trade names with indefinite lives that are reviewed for impairment during the fourth quarter of each fiscal year following the annual forecasting process, or more frequently if facts and circumstances indicate the trade name may be impaired. The Company has the option to perform a qualitative assessment to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of

50

such an intangible asset is less than its carrying amount. However, the Company can elect not to perform the qualitative assessment, and is then required to perform a quantitative impairment test that involves a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

For fiscal 2025, a quantitative assessment was performed over the Rayovac trade names due to the prior year impairment, and a qualitative assessment was performed over the Energizer, Eveready and Armor All trade names. No impairments were identified.

For Rayovac, the fair value of the trade name exceeded its carrying value of $337.0 by approximately 17%. The quantitative estimate of fair value for the Rayovac trade name was determined using the multi-period excess earnings method, which requires significant assumptions, including estimates related to revenue growth rates, gross margin rates, forecasted production tax credits and discount rate. The projections for the Rayovac fair value model were generated using the brand's historical performance and long-term category projections, to determine forecasted cash flows and operating data. Specifically, revenue growth assumptions were based on historical trends and management’s expectations for future category trends. Gross margin rate assumptions were based on historical trends and management's cost cutting strategies. The gross margin rate utilized is consistent with rates achieved in fiscal 2025. The production tax credit assumptions were based on the fiscal 2025 level of production credits achieved. The discount rate used was based on a weighted-average cost of capital utilizing industry market data of similar companies.

During the third quarter of fiscal 2024, the Company determined a triggering event had occurred due to missed branded sales forecasts. As a result, the Company performed an interim impairment analysis. The result of the impairment analysis indicated the carrying values of the Rayovac and Varta trade names were greater than their fair values, resulting in indefinite-lived intangible asset non-cash impairments of $85.2 and $25.4 for the Rayovac and Varta trade names, respectively.

The quantitative estimated fair value of the Rayovac trade name was determined using the multi-period excess earnings method, which requires significant assumptions, including estimates related to revenue growth rates, gross margin rates, operating expenses (SG&A, R&D, and A&P) and discount rate. The projections for the Rayovac fair value model were generated using the brand's historical performance and long-term category projections, to determine forecasted cash flows and operating data. Specifically, revenue growth assumptions were based on historical trends and management’s expectations for future growth of the category. Gross margin rate assumptions were based on historical trends, management's cost cutting strategies, and a market place participant's production capabilities. Operating expenses were based on historical trends. The discount rate used in the trade name fair value estimate was 11.5% and was based on a weighted-average cost of capital utilizing industry market data of similar companies. The new carrying value for the Rayovac trade name is $337.0.

The quantitative estimated fair value of the Varta trade name was determined using the relief from royalty model, which requires significant assumptions, including estimated related revenue growth rates, royalty rates, and discount rate. The revenue projections for the Varta fair value model were based on the brand's historical performance and long-term category projections. Royalty rate assumptions were determined based on branded profit levels and research of external royalty rates by third-party experts. The discount rate used in the trade name fair value estimate was 11.0% and was based on a weighted-average cost of capital utilizing industry market data of similar companies. The new carrying value for the Varta trade name was $11.6. Following the impairment, the Varta trade name was converted to a definite lived intangible asset with a 15 year useful life. The conversion increased annual amortization by approximately $0.8.

These fair value measurements fell within Level 3 of the fair value hierarchy, see Note 17, Financial Instruments and Risk Management.

Changes in the assumptions used to estimate the fair value of the Company's indefinite-lived intangible assets could result in impairment charges in future periods, which could be material. Additionally, certain factors have the potential to create variances in the estimated fair values of our indefinite-lived intangible assets, which also could result in material impairment charges. These factors include (i) failure to achieve forecasted revenue growth rates, (ii) failure to achieve cost cutting and margin improvement initiatives the Company is implementing, (iii) failure to meet forecasted operating expenses, or (iv) increases in the discount rate. Specifically, a 50 basis point change in the discount rate used in the valuations would result in an additional impairment of $16.7 and $0.3 for the Rayovac and Varta trade names, respectively.

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In fiscal 2024, the Company also performed a qualitative assessment over the Energizer, Eveready and Armor All trade name and no impairments were identified.

In the fourth quarter of fiscal 2023, the Company completed the indefinite lived intangibles annual assessment. A quantitative assessment was performed over the Rayovac and Armor All trade names due to the prior year impairments, and a qualitative assessment was performed over the Energizer, Eveready and Varta trade names. No impairment were identified and the Armor All trade name fair value exceeded its carrying value by more than 20%.

For Rayovac, the fair value of the trade name exceeded its carrying value of $422.2 by approximately 5%. The quantitative estimate of fair value for the Rayovac trade name was determined using the multi-period excess earnings method, which requires significant assumptions, including estimates related to revenue growth rates, gross margin rates, operating expenses (SG&A, R&D, and A&P) and discount rate. The projections for the Rayovac fair value model were generated using the Company’s three-year strategic plan, the Company's annual budget plan for fiscal 2024, and long-term category projections, to determine forecasted cash flows and operating data. Specifically, the revenue growth assumption was based on historical trends and management’s expectations for future category trends. The gross margin rate assumption was based on historical trends, management's cost cutting strategies and a market place participant's production capabilities. The gross margin rate utilized was also consistent with rates achieved in fiscal 2023. Operating expenses are based on historical trends and management's annual budget plan for fiscal 2024, as well as long-term operating and advertising strategies. The discount rate used was based on a weighted-average cost of capital utilizing industry market data of similar companies. Changes in the assumptions used to estimate the fair value of the Rayovac tradename could result in impairment charges in future periods, which could be material. Specifically, a 50 basis point increase in the discount rate would have resulted in the carrying value of the Rayovac trade name exceeding the fair value by approximately 0.6%.

Changes in the assumptions used to estimate the fair value of the Company's indefinite-lived intangible assets could result in impairment charges in future periods, which could be material. Additionally, certain factors have the potential to create variances in the estimated fair values of our indefinite-lived intangible assets, which also could result in material impairment charges. These factors include (i) failure to achieve forecasted revenue growth rates, (ii) failure to achieve cost cutting and margin improvement initiatives the Company is implementing, (iii) failure to meet forecasted operating expenses, (iv) increases in the discount rate or (v) changes to production tax credit regulations impacting the Company's ability to claim these credits.

•Goodwill - The Company completes its annual goodwill impairment analysis in the fourth fiscal quarter each year over each of these reporting units. When performing a quantitative analysis the Company estimates the fair value of a reporting unit under the income approach utilizing a discounted cash flow model which incorporates significant estimates and assumptions, including future cash flows driven by revenue and gross margin projections and discount rates reflecting the risk inherent in future cash flows. The Company uses the three-year strategic plan, the annual budget plan for the following fiscal year, and long-term category projections, to determine forecasted cash flows and operating data for the discounted cash flow model. Specifically, revenue growth assumptions are based on historical trends and management’s expectations for future growth by category. Gross margin rate assumptions are based on historical trends and management's cost cutting strategies. The discount rates are based on a weighted-average cost of capital utilizing industry market data of similar companies.

In fiscal 2025, the Company completed a qualitative analysis on all four reporting units and no impairments were identified.

In fiscal 2024, the Company completed a qualitative analysis on all four reporting units and no impairments were identified.

In fiscal 2023, the Company completed a quantitative analysis on the Auto Care North America reporting unit and a qualitative analysis over the Batteries & Lights reporting units. No impairments were identified and the Auto Care North America reporting unit's fair value exceed its carrying value by more than 20%.

Determining the fair value of a reporting unit requires the use of significant judgment, estimates and assumptions. Changes in the assumptions used to estimate the fair value of our reporting units could result in impairment charges in future periods. Additionally, certain factors have the potential to create variances in the estimated fair values of our reporting units, which also could result in impairment charges. These factors include (i) failure to achieve forecasted revenue growth rates, (ii) failure to achieve cost cutting and margin improvement initiatives the Company is implementing, or (iii) increases in the discount rate. An increase in discount rates, a reduction in projected cash flows or a combination of the two could lead to a reduction in the estimated fair values, which may result in impairment charges that could materially impact our financial statements in any given year.

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While the Company believes that the estimates and assumptions underlying the valuation methodology are reasonable, these estimates and assumptions could have a significant impact on whether an impairment charge is recognized, and also on the magnitude of any such charge. The results of an impairment analysis are as of a point in time. There is no assurance that actual future earnings or cash flows of the reporting units will not decline significantly from these projections. The Company will monitor any changes to these assumptions and will evaluate goodwill as deemed warranted during future periods.

•Income Taxes - The Company's annual effective income tax rate is determined based on our income, statutory tax rates and the tax impacts of items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items be included in the tax return at different times than the items are reflected in the financial statements. Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences create deferred tax assets and liabilities.

The Company estimates income taxes and the effective income tax rate in each jurisdiction that it operates. This involves estimating taxable earnings, specific taxable and deductible items, the likelihood of generating sufficient future taxable income to utilize deferred tax assets, the portion of the income of foreign subsidiaries that is expected to be remitted to the U.S. and be taxable and possible exposures related to future tax audits. Deferred tax assets are evaluated on a subsidiary by subsidiary basis to ensure that the asset will be realized. Valuation allowances are established when the realization is not deemed to be more likely than not. Future performance is monitored, and when objectively measurable operating trends change, adjustments are made to the valuation allowances accordingly. To the extent the estimates described above change, adjustments to income taxes are made in the period in which the estimate is changed.

In determining whether a valuation allowance against the net deferred tax assets are warranted, the Company assesses all available positive and negative evidence such as prior earnings history, expected future earnings, carry-back and carry-forward periods and the feasibility of ongoing tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset. After the evaluation of all available positive and negative evidence, the conclusion was that it is more likely than not that the Company will generate enough future taxable income to realize the U.S. net deferred tax asset on its balance sheet as of September 30, 2025. The Company will continue to regularly assess the potential for realization of net deferred tax assets in future periods. Changes in future earnings projections, among other factors, may result in a valuation allowance against some or all of the net deferred tax assets, which may materially impact income tax expense in the period if it is determined that these factors have changed.

The Company operates in multiple jurisdictions with complex tax and regulatory environments, which are subject to differing interpretations by the taxpayer and the taxing authorities. At times, we may take positions that management believes are supportable, but are potentially subject to successful challenges by the appropriate taxing authority. The Company evaluates its tax positions and establishes liabilities in accordance with guidance governing accounting for uncertainty in income taxes. The Company reviews these tax uncertainties in light of the changing facts and circumstances, such as the progress of tax audits, and adjusts them accordingly. The Company's policy on accounting for tax on the global intangible low-taxed income is to treat the taxes due as a period expense when incurred.

In general, it is our practice and intention to permanently reinvest the earnings of our foreign subsidiaries and repatriate earnings only when the tax impact is zero or very minimal. No provision has been provided for taxes that would result upon repatriation of our foreign investments to the United States. We intend to reinvest these earnings indefinitely in our foreign subsidiaries to fund local operations, fund strategic growth objectives, and fund capital projects. See Note 6, Income Taxes, of the Notes to Consolidated Financial Statements for further discussion.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. This guidance requires disclosure of incremental segment information on an annual and interim basis. This amendment is effective for our fiscal year ending September 30, 2025 and our interim periods within the fiscal year ending September 30, 2026. The new guidance is to be applied retrospectively to all prior periods presented unless impracticable to do so. As the guidance requires only additional disclosure, there were no effects of this standard on our consolidated financial statements. The disclosures have been included within Note 9, Segments, of the Notes to Consolidated Financial Statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes: Improvements to Income Tax Disclosures. This guidance requires consistent categories and greater disaggregation of information in the rate reconciliation and disclosures of

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income taxes paid by jurisdiction. This amendment is effective for our fiscal year ending September 30, 2026. We are currently assessing the impact of this guidance on our disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements. The guidance is effective for our fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently assessing the impact of this guidance on our disclosures.