Prestige Consumer Healthcare Inc. (PBH) Business

ITEM 1. BUSINESS

Overview

Unless otherwise indicated by the context, all references in this Annual Report on Form 10-K to “we,” “us,” “our,” the “Company” or “Prestige” refer to Prestige Consumer Healthcare Inc. and our subsidiaries. Prior to August 17, 2018, the Company's name was Prestige Brands Holdings, Inc.  Reference to a year (e.g., “2026”) refers to our fiscal year ended March 31 of that year.

We formed as a Delaware corporation in 1996 and are engaged in the development, manufacturing, marketing, sales and distribution of well-recognized, brand name, over-the-counter (“OTC”) health and personal care products to mass merchandisers, drug/drug wholesale, food, dollar, convenience and club stores and e-commerce channels in North America (the United States and Canada) and in Australia and certain other international markets.  We use the strength of our brands, our established retail distribution network, a low-cost operating model and our experienced management team to our competitive advantage.  Our ultimate success is dependent on several factors, including our ability to:

•Develop and execute effective sales, advertising and marketing programs to maintain or grow our market share versus competitors over time;

•Establish and maintain our internal and third-party manufacturing and distribution relationships to fulfill customer demands;

•Develop innovative new products;

•Continue to grow our presence in the United States and international markets through acquisitions and organic growth; and

•Allocate capital effectively.

We have grown our product portfolio both organically and through acquisitions. We develop our existing brands by investing in new product lines, brand extensions and strong advertising support. Acquisitions of consumer health and personal care brands have also been an important part of our growth strategy. We pursue this growth following an acquisition through spending on advertising and marketing support, new sales and marketing strategies, improved packaging and formulations and innovative development of brand extensions.

We conduct our operations in two reportable segments: North American OTC Healthcare and International OTC Healthcare.

Our business, business model, competitive strengths and growth strategy face various risks that are described in Part I, Item 1A. "Risk Factors" of this Annual Report on Form 10-K.

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The following summarizes the percent of our net revenues by segment during each of the past three fiscal years:

For additional information concerning our business segments, please refer to Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 19 to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

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Major Brands and Market Position

Our major brands, set forth in the table below, have strong levels of consumer awareness and retail distribution across all major channels.  These brands accounted for approximately 83.5%, 83.0% and 83.3% of our total revenues for 2026, 2025, and 2024, respectively.

(1)We have prepared the information included in this Annual Report on Form 10-K with regard to the market position for our brands based in part on data generated by Information Resources, Inc. (“IRI”), for the 52-week period ended March 22, 2026. International information was derived from several sources. Fess and Hydralyte data are for the Australian market.

(2)“Market segment” is defined by us and is either a standard IRI category or a segment within a standard IRI category and is based on our product offerings and the categories in which we compete.

(3)Some brands in the North American OTC Healthcare segment are also sold in the International OTC Healthcare segment.

Our products are sold through multiple channels, including mass merchandisers, drug/drug wholesale, food, dollar, convenience and club stores and e-commerce channels, which reduces our exposure to any single distribution channel.

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Market Position

During 2026, approximately 63.7% of our total revenues were from major brands with a number one market position, compared with approximately 61.5% and 58.6% of total revenues during 2025 and 2024, respectively.  In 2026, these brands included BC and Goody's, Chloraseptic, Compound W, Debrox, Dramamine, Fess, Fleet, Gaviscon, Hydralyte, Monistat, Nix and Summer's Eve.

Competitive Strengths and Growth Strategy

We believe that our product portfolio is positioned for long-term growth based on the following factors:

Diversified Portfolio of Well-Recognized and Established Consumer Brands

We own and market a diverse portfolio of well-recognized consumer brands, some of which were established over 100 years ago.  Our diverse portfolio of products provides us with multiple sources of growth and minimizes our reliance on any one product or category. We provide significant marketing support to our portfolio, which is designed to enhance our sales growth and our long-term profitability across our major brands and other significant brands.

Strong Competitor in Attractive Categories

We compete in product categories that address recurring consumer needs.  We believe we are well positioned in these categories due to the long history and consumer awareness of our brands, our strong market positions and our low-cost operating model. The markets in which we sell our products, however, are highly competitive and include numerous national and global manufacturers, distributors, marketers and retailers.

Proven Ability to Develop and Introduce New Products

We focus our marketing and product development efforts on the identification of under-served consumer needs, the design of products that directly address those needs and the ability to extend our highly recognizable brand names to other products. One of our strategies is to broaden the categories in which we participate and increase our market share within those categories through ongoing product innovation. As an example of this philosophy, in 2026, we launched a number of new products, including Fleet Mini Enema, Compound W Skin Tag treatment, and multiple Hydralyte Effervescent and Sachet flavor extensions. In 2025, we launched Summer’s Eve Whole Body Deodorant Creams in three fragrances, Goody’s Plus – Headache Pain + Mental Alertness and Dramamine Advanced Herbals For Kids. While there is always a risk that sales of our existing products may be reduced by our new product introductions, our goal is to grow the overall sales of our brands.

Investments in Advertising and Marketing

We invest in advertising and marketing to drive the growth of our brands.  Our marketing strategy is focused primarily on consumer-oriented initiatives that target consumers via mass media, digital marketing, in-store programming and coupons. While the absolute level of marketing expenditures differs by brand and category, we have often increased the amount of investment in our brands after acquiring them.

Increasing Distribution Across Multiple Channels

Our broad distribution base attempts to ensure that our products are well positioned across all available channels and that we are able to participate in changing consumer retail trends.  In an effort to ensure continued sales growth, we continue to focus on expanding our strategy of direct sales while reducing our reliance on brokers for our customers.

Pursuing Strategic Acquisitions

Acquisitions are a part of our overall strategy for growing revenue. We have a history of growth through acquisitions. In recent years, we have completed several acquisitions and strategic asset purchases, and we recently entered into a definitive agreement to acquire a portfolio of over-the-counter brands from Foundation Consumer Brands, LLC and its subsidiaries, including the Breathe Right® and Dimetapp® brands, among others. We anticipate this transaction will close in the first half of fiscal 2027. In 2026, we completed the acquisition of Pillar5 Pharma Inc. ("Pillar5"), a leading sterile ophthalmic manufacturer and one of our current Clear Eyes suppliers, and in 2025 we acquired additional rights to Hydralyte intellectual property in all remaining jurisdictions with the exception of the United States. While we believe that there will continue to be a pipeline of acquisition candidates for us to investigate, the strategic fit, availability of capital and relative cost are of the utmost importance in our decision to pursue such opportunities. We believe our business model allows us to integrate acquisitions in an efficient manner, while also providing opportunities to realize significant cost savings.

Growing Our International Business

International sales beyond the borders of North America represented 16.1%, 15.6% and 14.8% of total revenues in 2026, 2025, and 2024, respectively. We have designed and developed both products and packaging for specific international markets and expect that our international revenues as a proportion of our total revenues will continue to grow over the long-term.

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We seek to expand the number of brands sold through our existing international distribution network and continue to identify additional distribution partners for further expansion of our brands into other international markets.

Efficient Operating Model

To gain operating efficiencies, we oversee the production planning and quality control aspects of the manufacturing, warehousing and distribution of our products, while we primarily outsource the operating elements of these functions to well-established third-party providers.  This approach allows us to benefit from their core competencies and maintain a highly variable cost structure with low overhead, limited working capital requirements and minimal investment in capital expenditures.

Management Team with Proven Ability to Acquire, Integrate and Grow Brands

Our business has grown through acquisition and expansion of the many brands we have purchased as a result of the efforts of our experienced management team. Our management team has significant experience in consumer product marketing, sales, legal and regulatory compliance, product development and customer service.  We rely on experienced personnel to bear the substantial responsibility of brand management and to effectuate our growth strategy.

Marketing and Sales

Our marketing objective is to increase sales and market share by developing innovative new products and line extensions and executing creative and cost-effective advertising and marketing programs. Our marketing strategy is further deployed through the acquisition and renovation of established consumer brands that possess what we believe to be significant brand value and unrealized potential and through growth of categories with existing brands where we have leading market positions. Our brand-building process involves the evaluation of the existing brand name, the development and introduction of innovative new products and the execution of marketing support programs.  Brand priorities vary from year-to-year.  Recognizing that financial resources are limited, we allocate our resources to focus on our strategic brands with the most impactful, consumer-relevant initiatives that we believe have the greatest opportunities for growth and financial success.

Customers

Our senior management team and dedicated sales force strive to maintain long-standing relationships with our top customers.  We also contract with third-party sales management enterprises that interface directly with many of our remaining customers and report directly to members of our sales management team.  In an effort to ensure continued sales growth, we continue to focus on expanding our reliance on direct sales while reducing our reliance on brokers.

We enjoy broad distribution across each of the major retail channels, including mass merchandisers, drug/drug wholesale, food, dollar, convenience, and club stores and e-commerce channels.  The following table sets forth the percentage of gross revenues for our U.S. customers across our six major distribution channels during each of the past three years ended March 31:

(1)Includes estimates for some of our wholesale customers that service more than one distribution channel

(2)Includes e-commerce retailers such as Amazon

Due to the diversity of our product lines, we believe that each of these channels is important to our business, and we continue to seek opportunities for growth in each channel.

We believe that our emphasis on strong customer relationships, speed and flexibility and leading sales technology capabilities, combined with consistent marketing support programs and ongoing product innovation, will continue to maximize our competitiveness in the increasingly complex retail environment.

During 2026, 2025 and 2024, Walmart accounted for approximately 20%, 19% and 20%, respectively, of our gross revenues. During 2026, 2025 and 2024, Amazon accounted for approximately 15%, 14%, and 11%, respectively, of our gross revenues.

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We expect that for future periods a significant portion of our net sales will continue to be derived from a small number of customers, including Walmart and Amazon.

Outsourcing and Manufacturing

In order to maximize our competitiveness and efficiently allocate our resources, third-party manufacturers fulfill most of our manufacturing needs.  We have found that contract manufacturing often maximizes our flexibility and responsiveness to industry and consumer trends while minimizing the need for capital expenditures.  We select contract manufacturers based on their core competencies and our perception of the best overall value, including factors such as (i) depth of services, (ii) professionalism and integrity of the management team, (iii) manufacturing agility, quality and capacity, (iv) regulatory compliance and (v) competitive pricing. We require each of our suppliers, most of whom are based in the United States and Canada, to comply with our Supplier Code of Conduct, which sets forth the basic and minimal expectations that all suppliers must meet in order to do business with us. We also conduct thorough reviews of each potential manufacturer’s facilities, quality standards, capacity and financial stability.  We generally purchase only finished products from our manufacturers.

Our primary contract manufacturers provide comprehensive services from product development through the manufacturing of finished goods.  This approach results in minimal capital expenditures and maximizes our cash flow, which allows us to reinvest to support our marketing initiatives, fund brand acquisitions and repay outstanding indebtedness.

At March 31, 2026, we had relationships with 95 third-party manufacturers.  Of those, we had long-term contracts with 18 manufacturers that produced items that accounted for approximately 60% of gross sales for 2026, compared to 16 manufacturers with long-term contracts that accounted for approximately 58% of gross sales in 2025.  One of our suppliers, a privately owned pharmaceutical manufacturer with whom we have a long-term supply agreement, produced products that accounted for more than 10% of our gross revenues during 2026, 2025 and 2024. This manufacturer accounted for approximately 21% of our gross revenues in each of 2026 and 2025 and 20% of our gross revenues in 2024, while we accounted for a significant portion of their gross revenues over that time period. No other single third-party supplier produces products that account for 10% or more of our gross revenues. Our long-term supply and manufacturing agreements explicitly outline the manufacturers’ obligations and product specifications with respect to the brand or brands being produced, including allocation of product liability risk. Pursuant to the terms of these agreements, the purchase price of products is subject to change due to fluctuations in input costs such as raw material, energy costs, packaging components and labor costs.

Some of our other products are manufactured on a purchase order basis, which is generally based on batch sizes and results in no long-term obligations or commitments. As a result, these manufacturers could cease manufacturing our products at any time and for any reason or initiate arbitrary and costly price increases. Although we are continually in the process of negotiating long-term contracts with certain key manufacturers, we may not be able to reach a timely agreement. To the extent we rely on purchase orders, rather than supply and manufacturing agreements, to govern our commercial relationships with suppliers, we typically rely on implied warranties with respect to the products manufactured, and we do not have specifically negotiated allocation of risk with these third-party manufacturers. With regard to our products both manufactured under long-term agreements and purchase orders, in periods of high inflation we have experienced and may continue to experience frequent increases in prices of products due to fluctuations in input costs such as raw material, energy costs, packaging components and labor costs.

In addition to relying on contract manufacturers, we operate three manufacturing facilities in the United States, Canada and Australia, which collectively manufacture products representing approximately 21% of our gross revenues.

We believe that most of the raw materials and packaging components used to produce our products at our manufacturing facilities and at our third-party manufacturing facilities are generally available through multiple sources acquired on both a contract and purchase order basis but are also subject to inflationary pressure, production delays and shortages from time to time.

Warehousing and Distribution

We manage product distribution in the continental United States through one facility, which is owned and operated by a third-party provider, since fiscal 2020. This facility provides warehouse services including storage, handling and shipping, as well as transportation services, with respect to our full line of products, including (i) complete management services, (ii) carrier claims administration, (iii) proof of delivery, (iv) procurement, (v) report generation and (vi) freight payment services.

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Competition

The business of selling brand name consumer products in the OTC health and personal care market is highly competitive.  This market includes numerous national and global manufacturers, distributors, marketers and retailers that actively compete for consumers’ business both in the United States and abroad.  In addition, like most companies that market products in this category, we are experiencing continued competition from “private label” products introduced by major retail chains.  While we believe that our branded products provide superior quality and benefits, we are unable to predict the extent to which consumers will purchase “private label” products as an alternative to branded products, although we expect that this could increase during an economic downturn or periods of high inflation.

Our branded competitors include, among others, AbbVie Inc., Alcon, Bausch + Lomb, Bayer AG, Combe, Compass Diversified, Haleon plc, Kenvue, Mondelez International, Reckitt Benckiser Group plc, Opella, Scholl's Wellness Company, Sunstar Group, The Procter & Gamble Company and Unilever.

We compete on the basis of numerous factors, including brand recognition, product quality, performance, value to customers, price and product availability at the retail and e-commerce level.  Advertising, marketing, merchandising and packaging, the timing of new product introductions and line extensions also have a significant impact on customers’ buying decisions and, as a result, on our sales.  The structure and quality of our sales force, as well as sell-through of our products, affect in-store and online positioning, wall display space and inventory levels for retail sale.  Our markets are also highly sensitive to the introduction of new products, which may rapidly capture a significant share of the market.

Many of the competitors noted above are larger and have substantially greater research and development and financial resources than we do, and may therefore have the ability to spend more aggressively and consistently on research and development, advertising and marketing, and may be able to respond more effectively to changing business and economic conditions. See “Competitive Strengths and Growth Strategy” above for additional information regarding our competitive strengths and Part I, Item 1A. “Risk Factors” below for additional information regarding competition in our industry.

Regulation

Product Regulation

The formulation, manufacturing, packaging, labeling, distribution, importation, sale and storage of our products are subject to extensive regulation by various U.S. federal agencies (including the U.S. Food and Drug Administration ("FDA"), the Federal Trade Commission ("FTC"), the Consumer Product Safety Commission (“CPSC”) and the Environmental Protection Agency (“EPA”)) and various agencies of the states, localities and foreign countries in which our products are manufactured, marketed, distributed and sold. Our Regulatory and Quality team is guided by a senior member of management and staffed by individuals with appropriate quality and regulatory experience. Our Regulatory, Quality and Operations teams work closely with our third-party manufacturers and our own manufacturing operations on quality-related matters. We monitor our own manufacturing operations and our third-party manufacturers' compliance with FDA and relevant foreign regulations and perform periodic audits to assess compliance. This internal audit process is designed to assess our manufacturing processes and products against applicable regulatory and quality requirements.

If the FDA or a foreign governmental authority chooses to inspect a particular third-party manufacturing facility, our agreements generally require the third‑party manufacturer to notify us and provide updates regarding the inspection, as permitted. If we or our manufacturers fail to comply with applicable regulations, we could receive inspectional observations or become subject to enforcement actions, which could lead to significant claims or penalties or require us to recall or discontinue the sale and/or manufacturing of the non-compliant products.

Most of our U.S. OTC drug products are regulated pursuant to the FDA’s monograph framework, initially established in 1972. The monograph system establishes conditions, such as active ingredients, uses or indications, doses, routes of administration, labeling and testing, under which certain broad categories of U.S. OTC drug products are generally recognized as safe and effective for their intended use. The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, signed into law on March 27, 2020, included the Over‑the‑Counter Monograph Safety, Innovation, and Reform Act, which revised the OTC monograph framework and provided the FDA with new authorities to update monographs. Products that comply with monograph requirements do not require pre-market approval from the FDA. OTC drug products fall under the requirements of the Federal Food Drug and Cosmetic Act ("FDC Act"), as amended by the CARES Act, which includes the Over-the-Counter Monograph Safety, Innovation, and Reform Act. These new authorities authorize FDA to add, remove or change monographs, and therefore, OTC monograph requirements continue to be subject to further FDA rulemaking, administrative orders and guidance.

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Certain of our U.S. OTC drug products require the submission and approval of a New Drug Application (“NDA”) or Abbreviated New Drug Application (“ANDA”). These specific OTC drug products cannot be marketed until FDA approves the NDA or ANDA, and, after approval, are manufactured and labeled in accordance with an FDA-approved submission. These products are subject to FDA post‑marketing reporting, manufacturing, and labeling requirements in accordance with applicable regulations.

Certain of our U.S. OTC Healthcare products are medical devices regulated by the FDA through one of three classes of medical devices: Class I devices are low risk devices, Class II devices are intermediate risk devices and Class III are high risk devices. The class of the device determines, among other things, the type of pre-market submission/application required by FDA to market the device, and this system may involve pre-market clearance or approval. During the review process, the FDA evaluates the safety and effectiveness of the device, as well as the sufficiency of the label indications, directions, cautions and warnings for the medical device in question, as applicable.

Certain of our products are considered cosmetics regulated by the FDA through the FDC Act and the Fair Packaging and Labeling Act. The FDA does not require pre-market clearance for cosmetics, but manufacturers are responsible for ensuring that such products are not adulterated or misbranded. Furthermore, Congress passed the Modernization of Cosmetics Regulation Act of 2022 (“MoCRA”), which expands FDA authority to regulate cosmetics. MoCRA provides new FDA authorities related to records access, mandatory recalls, adverse event reporting, facility registration, product listing and safety substantiation of products.

In accordance with the FDC Act and FDA regulations, we and our third‑party manufacturers of U.S. products must comply with the FDA’s current Good Manufacturing Practices (“cGMPs”). The FDA may periodically inspect our facilities and those of our third‑party manufacturers to assess compliance with cGMP requirements. Even where we are not performing manufacturing activities in our own facilities, cGMP requirements include oversight responsibilities with respect to contract manufacturers.

Our dietary supplement products are governed by the Dietary Supplement Health and Education Act of 1994 ("DSHEA"), which defines and regulates dietary supplements. Under DSHEA, the FDA published a final rule that requires persons who manufacture, package, label or hold a dietary supplement to establish and follow cGMPs.

Certain of our products are regulated by the Consumer Product Safety Commission (“CPSC”) under the Federal Hazardous Substances Act (“FHSA”), the Poison Prevention Packaging Act of 1970 (“PPPA”) and the Consumer Product Safety Improvement Act of 2008 (“CPSIA”). In addition, certain products subject to the PPPA may only be legally marketed if they are packaged in child‑resistant packaging or bear specific labeling for use in households where there are no children. The CPSIA requires us to make available certificates of compliance for products subject to applicable CPSC regulations.

Certain of our products are regulated as pesticides under the Federal Insecticide, Fungicide, and Rodenticide Act (“FIFRA”). Generally, substances intended for preventing, destroying, repelling or mitigating pests are considered pesticides under FIFRA. Products regulated under FIFRA are generally required to be registered with the U.S. Environmental Protection Agency (“EPA”) and to comply with applicable labeling and disclosure requirements. In addition, the contract manufacturers from which we source these products are required to maintain EPA registrations. EPA‑registered products are also subject to applicable state and local regulations in the jurisdictions where they are sold. One of our products qualifies as a minimum risk pesticide that is exempt from federal EPA registration but is subject to state and District of Columbia registration requirements.

Our Australian, Canadian and other international businesses are also subject to product regulations by local regulatory authorities in the various countries where these businesses operate, including regulations regarding manufacturing, labeling, marketing, distribution, sale and storage. In Australia, the Therapeutic Goods Administration ("TGA") regulates OTC medicines to ensure their safety, quality, and efficacy. OTC medicines are evaluated before they are sold to the public, and they must be registered on the Australian Register of Therapeutic Goods ("ARTG") before being sold.

Environmental, Health and Safety Regulations

Our operations are subject to U.S. federal, state and local and foreign laws, rules and regulations relating to environmental concerns, including air emissions, wastewater discharges, solid and hazardous waste management activities and the safety of our employees. We endeavor to take actions necessary to comply with such regulations, including periodic environmental and health and safety audits of our facilities. The audits, conducted by independent firms with expertise in environmental, health and safety compliance, include site visits as well as a review of documentary information, to determine compliance with such U.S. federal, state and local and foreign laws, rules and regulations. We seek to ensure responsible sourcing of our products and to improve our suppliers’ environmental, labor, health and safety and ethical practices through our Supplier Code of Conduct. We seek to minimize our resource footprint at our locations with a focus on managing waste, water and energy consumption.

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Other Regulations

We are also subject to a variety of other regulations in the U.S. and various foreign markets, including regulations pertaining to import/export, antitrust and pharmacovigilance issues. To the extent we decide to commence or expand operations in additional countries, we may be required to obtain an approval, license or certification from the country’s ministry of health or comparable agency. We must also comply with product labeling and packaging regulations that may vary from country to country. In addition, we are subject to FTC and state regulations, as well as foreign regulations, relating to our product claims and advertising.

Impact of Regulations

Compliance with these various regulations has an impact on capital expenditures, earnings and our competitive position. Government regulations in both our U.S. and international markets can delay or prevent the introduction of some of our products. Our failure to comply with these regulations can also result in recalls or a product being removed from sale in a particular market, either temporarily or permanently. The adoption of new regulations or changes in the interpretation of existing governmental regulation has and in the future could also require reformulation of certain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, expanded adverse event reporting or other new requirements. Those changes have and will continue to require capital investments in facilities and equipment to meet the requirements and require us to incur additional compliance costs, as well as additional product development, material and production costs. If we fail to comply with these regulations, we could be subject to enforcement actions and the imposition of penalties.

Intellectual Property

We own a number of trademark registrations and applications in the United States, Canada and other foreign countries.  The following are some of the most significant registered trademarks we own in the United States and/or Canada:  BC, Boudreaux's Butt Paste, Chloraseptic, Clear Eyes, Compound W, Debrox, DenTek, Dramamine, Fleet, Gaviscon, Goody's, Luden's, Monistat, Nix, Summer's Eve and TheraTears.

Our trademarks and tradenames are how we convey that the products we sell are “brand name” products.  Our ownership of these trademarks and tradenames is very important to our business, as it allows us to compete based on the value and goodwill associated with these marks.  Additionally, we own or license patents on innovative and proprietary technology.  The patents evidence the unique nature of our products, provide us with exclusivity and afford us protection from the encroachment of others.  None of the patents that we own or license, however, is material to us on a consolidated basis. Enforcing our rights, or the rights of any of our licensors, represented by these trademarks, tradenames and patents is critical to our business and may require significant expense.  If we are not able to effectively enforce our rights, others may be able to dilute our trademarks, tradenames and patents and diminish the value associated with our brands and technologies.

While our trademarks and tradenames generally have indefinite lives if well maintained, our patents have defined lives expiring between 2026 and 2044. We do not own all of the intellectual property rights applicable to our products.  In those cases where our third-party manufacturers own patents that protect our products, we are dependent on them as a source of supply for our products. In addition, we rely on our suppliers for their enforcement of their intellectual property rights against infringing products.

Seasonality

Our business is generally not seasonal due to our well-diversified portfolio of brands. Advertising and marketing spending to support brands can be high during a specific season, such as summer selling for Compound W and the early winter to influence sales of Chloraseptic, Little Remedies and Luden’s. Given our agility in advertising and marketing support and product diversity, the quarterly timing of this advertising and marketing support and impact to earnings is difficult to predict.

Economic Environment

There has been economic uncertainty in the United States and globally due to several factors, including evolving fiscal policy, global supply chain constraints, changes in interest rates, a high inflationary environment, geopolitical events, including conflicts in the Middle East, and evolving U.S. and international trade restrictions and tariffs. We expect economic conditions will continue to be highly volatile and uncertain, put pressure on prices and supply, and could affect demand for our products. We have continued to see changes in the purchasing patterns of our consumers, including a shift in many markets to purchasing our products online, and have and may continue to see changes in retailer purchasing patterns due to these consumer patterns and the volatile economic environment.

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The volatile environment has impacted the supply of labor and raw materials and exacerbated rising input costs. We have and may continue to experience shortages, delays and backorders for certain ingredients and products, difficulty scheduling shipping for our products, as well as price increases from many of our suppliers for both shipping and product costs. We and our manufacturers are currently having, and have had in the past, difficulty meeting demand, which is and has caused shortages of some of our products, particularly eye care products. These shortages have negatively impacted our results of operations, and we expect further shortages will continue to have a negative impact on our sales. If conditions cause further disruption in the global supply chain, the availability of labor and materials or otherwise further increase costs, it may materially affect our operations and those of third parties on which we rely, including causing material disruptions in the supply and distribution of our products. The extent to which these conditions impact our results of operations and liquidity will depend on future developments, which are highly uncertain and cannot be predicted, including global supply chain constraints, inflation, tariffs, global conflicts and trade actions/disputes. These effects could have a material adverse impact on our business, liquidity, capital resources and results of operations and those of the third parties on which we rely.

Human Capital Management

Our Culture and Values

Our mission is to deliver high-quality consumer health and personal care products that improve and enrich the lives of our consumers. Our culture is grounded in the principles of Leadership, Trust, Change and Execution. Trust is foundational to how we operate - trust in the safety, quality, and performance of our products; trust in the integrity of our manufacturing, marketing and business practices; and trust in the character and capabilities of our employees.

We believe our long‑term success depends on fostering a workplace where employees are empowered to take ownership, demonstrate leadership, and contribute meaningfully to our business and the communities we serve. Employees who embody these principles are encouraged to lead initiatives and projects that positively impact our organization, stakeholders, and society.

We are committed to maintaining a respectful, inclusive, and professional work environment. We value the diverse backgrounds, perspectives, skills, and experiences of our workforce and strive to create a culture where all employees feel valued, supported, and inspired to achieve their full potential. Our employment practices are designed to promote equal employment opportunity, merit‑based advancement, and fair treatment, without regard to race, age, gender, gender identity, sexual orientation, or other legally protected characteristics. We regularly review our hiring, development, and workplace practices to support these objectives.

Talent Attraction and Workforce Practices

We seek to attract, retain, and develop a high‑quality workforce aligned with our business strategy and values. With employees across the United States and internationally, we focus on recruiting qualified individuals with the skills, experience, and leadership capabilities needed to support our current operations and future growth. Our recruiting and advancement practices are intended to support internal mobility, leadership development, and succession planning across all levels of the organization. We invest in workforce planning and talent management practices designed to ensure continuity of leadership and critical capabilities. These efforts include identifying key roles, developing internal talent pipelines, and aligning workforce capabilities with evolving business needs.

Ethics, Compliance, and Employee Relations

We maintain a comprehensive Code of Conduct and Ethics that applies to all employees and is designed to promote ethical behavior, integrity, and accountability throughout the organization. We are committed to maintaining a workplace free from intimidation, harassment, discrimination, and violence.

Employees are encouraged to raise concerns or report potential violations of our Code of Conduct and Ethics, other company policies, or applicable laws. We provide multiple reporting channels, including a third‑party reporting mechanism that allows for anonymity and confidentiality, where permitted by law. Reported concerns are reviewed and investigated in accordance with established procedures. Retaliation against an individual who raises a concern in good faith or participates in an investigation is strictly prohibited. Management believes that maintaining open communication, fair employment practices, and consistent application of policies supports positive employee relations and contributes to employee engagement and retention.

Our Employees

As of March 31, 2026, we had approximately 890 global employees. Approximately 57% of our workforce operates in the United States, 30% in Canada, 12% in Australia and Asia and 1% in Europe. Approximately 54% of our employees are salaried and 46% are paid hourly wages. We employ only a few part-time employees. Our workforce is 52% female and 48% male. None of our employees are a party to a collective bargaining agreement. Management believes that our relations with employees are good.

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Learning, Development, and Performance Management

We believe that continuous learning and professional development are essential to both individual growth and organizational success and we encourage all employees to achieve their full potential by providing access to development opportunities, including on the job learning, mentorship, career development programs and Company-provided learning tools.

Our performance management process is designed to align individual objectives with business priorities while supporting employee development. Employees participate in regular performance reviews that assess results, behaviors, and competencies, and identify opportunities for skill development and career progression. Through these processes, we seek to promote accountability, support engagement, and encourage continuous improvement across the organization.

Health, Safety, and Well Being

The health, safety, and well‑being of our employees are priorities for our organization. We are committed to providing a safe work environment and to complying with applicable occupational health and safety laws and regulations in the jurisdictions where we operate. We implement safety programs and training, particularly at our manufacturing and production facilities, to promote safety awareness, prevent workplace injuries, and reinforce a culture of safety and shared responsibility. We monitor workplace safety performance and seek to comply with reporting requirements established by the Occupational Safety and Health Administration (OSHA) in the United States, as well as applicable safety and health standards in all other countries in which we have employees, including Australia, the United Kingdom, Canada, and Singapore.

Community Engagement and Corporate Responsibility

We seek to operate as a responsible corporate citizen and to conduct our business in a manner that reflects our values. We encourage employees to engage with and support their local communities and provide flexibility for office locations to develop community engagement and volunteer initiatives that align with local needs.

Examples of these efforts include employee volunteer activities and community service events organized at various locations, including our corporate headquarters. We believe these initiatives strengthen our connection to the communities in which we operate and reinforce employee engagement and pride in our organization.

Additional information regarding our human capital development and sustainability initiatives are available on our website at

https://www.prestigebrands.com/about-us/corporate-responsibility.

Available Information

Our Internet address is www.prestigebrands.com.  We make available free of charge on or through our Internet website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, as well as the Proxy Statement for our annual stockholders’ meetings, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”).  Information on our Internet website does not constitute a part of this Annual Report on Form 10-K and is not incorporated herein by reference, including through any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have adopted a Code of Conduct and Ethics, Code of Ethics for Senior Financial Employees, Policy and Procedures for Complaints Regarding Accounting, Internal Controls and Auditing Matters, Corporate Governance Guidelines and Charters for our Audit, Compensation and Nominating and Corporate Governance Committees, as well as a Related Persons Transaction Policy, Stock Ownership Guidelines and a Clawback Policy.  We will provide to any person without charge, upon request, a copy of the foregoing materials.  Any requests for these documents from us should be made in writing to:

Prestige Consumer Healthcare Inc.

660 White Plains Road

Tarrytown, New York 10591

Attention: Corporate Secretary

We also make copies of the following policies available on our Internet site at https://ir.prestigebrands.com/corporate-governance/documents:

•Corporate Governance Guidelines

•Supplier Code of Conduct

•Related Persons Transaction Policy

•Code of Conduct and Ethics

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•Code of Ethics for Senior Financial Employees

•Clawback Policy

•Insider Trading Policy

We intend to disclose future amendments to these documents, policies and guidelines and any waivers of these documents, policies and guidelines, on our Internet website and/or through the filing of a Current Report on Form 8-K with the SEC, to the extent required under the Exchange Act.