Spectrum Brands Holdings, Inc. (SPB)

CIK: 0000109177. 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=109177. Latest filing source: 0000109177-25-000043.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-11-18. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000109177.json. Derived margins, ratios, and free cash flow 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. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000109177.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.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0000109177-26-000021.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-29.

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

Introduction

The following is management’s discussion of the financial results, liquidity and other key items related to our performance and should be read in conjunction with the Condensed Consolidated Financial Statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q (the "Quarterly Report") and our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 filed with the SEC on November 18, 2025 (the "2025 Annual Report"). The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs and involve risks, uncertainties, and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed within "Forward-Looking Statements" included elsewhere in this Quarterly Report, and in Item 1A. Risk Factors and "Forward-Looking Statements" included within our 2025 Annual Report. Unless the context indicates otherwise, the terms the "Company," "we," "us," or "our" are used to refer to Spectrum Brands Holdings, Inc. and its subsidiaries collectively.

Non-GAAP Measurements

Our consolidated and segment results contain non-GAAP metrics such as organic net sales, adjusted EBITDA and adjusted EBITDA margin. While we believe organic net sales, adjusted EBITDA and adjusted EBITDA margin are useful supplemental information, such adjusted results are not intended to replace our financial results in accordance with generally accepted accounting principles in the United States (“GAAP”) and should be read in conjunction with those GAAP results.

Organic Net Sales. We define organic net sales as net sales excluding the effect of changes in foreign currency exchange rates and impact from acquisitions (where applicable). We believe this non-GAAP measure provides useful information to investors because it reflects regional and operating segment performance from our activities without the effect of changes in currency exchange rates and acquisitions. We use organic net sales as one measure to monitor and evaluate our regional and segment performance. Organic growth is calculated by comparing organic net sales to net sales in the prior year. The effect of changes in currency exchange rates is determined by translating the current period net sales using the currency exchange rates that were in effect during the prior comparative period. Net sales are attributed to the geographic regions based on the country of destination. We exclude net sales from acquired businesses in the current year for which there are no comparable sales in the prior period.

The following is a reconciliation of reported net sales to organic net sales for the three and six month period ended March 29, 2026 compared to net sales for the three and six month period ended March 30, 2025:

Three Month Periods Ended (in millions, except %)

March 29, 2026

Net Sales

Effect of Changes in Foreign Currency

Organic Net Sales

Net Sales

March 30, 2025

Variance

GPC

$

299.3 

$

(9.7)

$

289.6 

$

269.2 

$

20.4 

7.6 

%

H&G

169.5 

(0.1)

169.4 

152.3 

17.1 

11.2 

%

HPC

240.1 

(13.1)

227.0 

254.2 

(27.2)

(10.7)

%

Total

$

708.9 

$

(22.9)

$

686.0 

$

675.7 

10.3 

1.5 

%

Six Month Periods Ended (in millions, except %)

March 29, 2026

Net Sales

Effect of Changes in Foreign Currency

Organic Net Sales

Net Sales

March 30, 2025

Variance

GPC

$

580.9 

$

(16.1)

$

564.8 

$

529.2 

$

35.6 

6.7 

%

H&G

243.4 

(0.1)

243.3 

244.4 

(1.1)

(0.5)

%

HPC

561.6 

(25.2)

536.4 

602.3 

(65.9)

(10.9)

%

Total

$

1,385.9 

$

(41.4)

$

1,344.5 

$

1,375.9 

(31.4)

(2.3)

%

25

Table of Contents

Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA and adjusted EBITDA margin are non-GAAP metrics used by management, which we believe are useful to investors to measure the operational strength and performance of our business. These metrics provide investors additional information about our operating profitability excluding certain non-cash items, non-routine items we do not expect to continue at the same level in the future, as well as other items not core to our continuing operations. By providing these measures, together with a reconciliation of the most directly comparable GAAP measure, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. These metrics are also useful to investors in that securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities, and they are regularly used by management and our board of directors for internal purposes in evaluating our business performance, making budgeting decisions, and comparing our performance against other peer companies using similar measures since interest, taxes, depreciation, and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA is also used for determining compliance with the Company’s debt covenants.

EBITDA is calculated by excluding the Company’s income tax expense, interest expense, depreciation expense and amortization expense (from intangible assets) from net income. Adjusted EBITDA also excludes certain non-cash adjustments including share based compensation expense; impairment charges on property, plant and equipment, right of use lease assets, and goodwill and other intangible assets, as applicable; gain or loss from the early extinguishment of debt through the repurchase or early redemption of debt, as applicable; and purchase accounting adjustments recognized in income subsequent to an acquisition attributable to the step-up in value on assets acquired. Additionally, the Company will further recognize adjustments from adjusted EBITDA for other costs, gains and losses that are considered significant, non-recurring, or otherwise not supporting the continuing operations and revenue generating activity of the segment or Company, including but not limited to, exit and disposal activities, or incremental costs associated with strategic transactions, restructuring and optimization initiatives such as the acquisition or divestiture of a business, related integration or separation costs, or the development and implementation of strategies to optimize or restructure the Company and its operations. Adjusted EBITDA margin is adjusted EBITDA as a percentage of reported net sales.

The following is a reconciliation of Net Income From Continuing Operations to Adjusted EBITDA and Adjusted EBITDA margin for the three and six month periods ended March 29, 2026 and March 30, 2025, respectively.

Three Month Periods Ended

Six Month Periods Ended

(in millions, except %)

March 29, 2026

March 30, 2025

March 29, 2026

March 30, 2025

Net income from continuing operations

$

22.5 

$

1.8 

$

51.9 

$

26.4 

Income tax expense

14.3 

9.6 

5.4 

21.4 

Interest expense

7.3 

7.5 

14.1 

13.7 

Depreciation

13.9 

14.0 

29.5 

28.0 

Amortization

10.3 

10.5 

20.5 

21.0 

Share based compensation

6.0 

5.2 

10.3 

9.9 

Non-cash impairment charges

— 

15.7 

0.5 

15.7 

Exit and disposal costs

3.8 

3.5 

4.9 

4.0 

Global ERP transformation1

2.4 

2.3 

4.8 

4.8 

Litigation costs2

0.7 

0.8 

1.6 

1.6 

Other3

2.8 

0.4 

3.1 

2.6 

Adjusted EBITDA

$

84.0 

$

71.3 

$

146.6 

$

149.1 

Net sales

$

708.9 

$

675.7 

$

1,385.9 

$

1,375.9 

Net income from continuing operations margin

3.2 

%

0.3 

%

3.7 

%

1.9 

%

Adjusted EBITDA margin

11.8 

%

10.6 

%

10.6 

%

10.8 

%

________________________________________

1    Costs attributable to a multi-year transformation project to upgrade and implement our enterprise-wide operating systems to SAP S/4 HANA on a global basis, including project management and professional services for planning, design, and business process review that do not qualify as software configuration and implementation costs recognized as capital expenditures or deferred costs under applicable accounting principles. The Company had recently extended the project to include its HPC segment and anticipates costs to be incurred through further deployments through calendar year 2026.

2    Litigation costs are associated with the Company's cost to facilitate various ongoing litigation matters associated with the Tristar Business acquisition in Fiscal 2023, previously disclosed in our 2025 Annual Report. Such costs are anticipated to be incurred until such litigation matters have been resolved.

3    Other is attributable to other project costs associated with strategic separation initiatives and distribution center transitions, plus certain non-recurring key executive severance costs in the prior year.

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Table of Contents

Overview

For additional discussion and overview of the business, please refer to Item 1. Business and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2025 Annual Report.

Recent Developments

U.S. Tariffs and Global Macro-Economic Environment

The changes to U.S. trade policy including the introduction of incremental U.S. tariffs on imported goods in the prior year have had a significant impact to our operations, increasing costs for sourced products, materials and components, and thus raising cost of goods sold and pressuring profit margins. The changes to tariffs were introduced midway through our prior fiscal year, impacting our operating results primarily during the second half of the prior fiscal year. Our mitigation strategies included adjusting pricing and actively managing supply chain by engaging suppliers to support cost sharing or expanding supply chain diversification. The changing tariff policies impacted our segments to varying degrees, most significantly with HPC, as most all of its products supporting the U.S. business are imported from southeast Asia. HPC has actively pursued sourcing alternatives and has been moving production to diversify its supply chain and more effectively manage risk. Over 60% of net sales in HPC are driven through international markets and were not directly impacted by U.S. tariffs. Comparatively, our other segments were less affected. GPC has certain aquatic equipment and chews & treats products that were sourced primarily from China, but have a higher degree of sourcing diversity with major suppliers elsewhere, which has allowed it to move production more swiftly to alternative supply. GPC also manufactures aquatics nutrition products at its facility in Germany and imports them into the U.S., but such tariff-related costs have been predominantly mitigated through pricing adjustments and cost management. The H&G segment products are predominantly manufactured and sold within the U.S. with only certain material costs and a small portfolio of products, such as baits, traps and mops, that are internationally sourced and affected by U.S. tariffs, with such costs having been mitigated through pricing adjustments and vendor cost management.

We have continued our focus on operational efficiencies by optimizing production processes, reducing waste, and leveraging technology to enhance productivity, with the aim of offsetting cost increases and protecting margins. With the trade policy and tariff changes realized in the prior fiscal year, we believe our mitigation strategies have been successful in protecting our profitability and minimizing the impact in comparability of our operating performance. In February 2026, the U.S. Supreme Court overturned the tariffs imposed in the prior year under the International Emergency Economic Powers Act (" IEEPA"), reducing the im

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

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. 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 is management’s discussion of the financial results, liquidity and other key items related to our performance and should be read in conjunction with our Consolidated Financial Statements and related notes in this Annual Report. Unless the context indicates otherwise, the terms the “Company,” “we,” “our” or “us” are used to refer to SBH and its subsidiaries, collectively.

Non-GAAP Measurements

Our consolidated results contain non-GAAP metrics such as organic net sales, Adjusted EBITDA and Adjusted EBITDA margin. While we believe organic net sales and Adjusted EBITDA are useful supplemental information, such adjusted results are not intended to replace our financial results in accordance with Accounting Principles Generally Accepted in the U.S. (“GAAP”) and should be read in conjunction with those GAAP results.

Organic Net Sales. We define organic net sales as net sales excluding the effect of changes in foreign currency exchange rates and impact from acquisitions (where applicable). We believe this non-GAAP measure provides useful information to investors because it reflects regional and operating segment performance from our activities without the effect of changes in currency exchange rates and acquisitions. We use organic net sales as one measure to monitor and evaluate our regional and segment performance. Organic growth is calculated by comparing organic net sales to net sales in the prior year. The effect of changes in currency exchange rates is determined by translating the current period net sales using the currency exchange rates that were in effect during the prior comparative period. Net sales are attributed to the geographic regions based on the country of destination. We exclude net sales from acquired businesses in the current year for which there are no comparable sales in the prior period.

The following is a reconciliation of net sales to organic net sales of for the year ended September 30, 2025, compared to net sales for the year ended September 30, 2024.

2025

2024

Variance

Year Ended (in millions, except %)

Net Sales

Effect of Changes in Foreign Currency

Organic Net Sales

GPC

$

1,082.5 

$

(9.2)

$

1,073.3 

$

1,151.5 

$

(78.2)

(6.8

%)

H&G

572.8 

— 

572.8 

578.6 

(5.8)

(1.0

%)

HPC

1,153.7 

7.1 

1,160.8 

1,233.8 

(73.0)

(5.9

%)

Total

$

2,809.0 

$

(2.1)

$

2,806.9 

$

2,963.9 

(157.0)

(5.3 

%)

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Table of Contents

Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA and adjusted EBITDA margin are non-GAAP metrics used by management, which we believe are useful to investors to measure the operational strength and performance of our business. These metrics provide investors additional information about our operating profitability for certain non-cash items, non-routine items we do not expect to continue at the same level in the future, as well as other items not core to our continuing operations. By providing these measures, together with a reconciliation of the most directly comparable GAAP measure, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives, as securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities, and they are regularly used by management and our Board of Directors for internal purposes in evaluating our business performance, making budgeting decisions, and comparing our performance against other peer companies using similar measures. They facilitate comparisons between peer companies since interest, taxes, depreciation, and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA is also used for determining compliance with the Company’s debt covenants. See Note 9 – Debt in the Notes to the Consolidated Financial Statements for additional detail.

EBITDA is calculated by excluding the Company’s income tax expense, interest expense, depreciation expense and amortization expense (from intangible assets) from net income from continuing operations. Adjusted EBITDA also excludes certain non-cash adjustments including share based compensation (see Note 17 - Share Based Compensation in the Notes to the Consolidated Financial Statements for further detail); impairment charges on property, plant and equipment, right of use lease assets, and goodwill and other intangible assets, (See Note 7- Property, Plant and Equipment, Note 10 - Leases and Note 8 - Goodwill and Intangible Assets in the Notes to the Consolidated Financial Statements for further detail, as applicable); gain or loss from the early extinguishment of debt (See Note 9 - Debt in the Notes to the Consolidated Financial Statements for further detail, as applicable); and purchase accounting adjustments recognized in income subsequent to an acquisition attributable to the step-up in value on assets acquired. Additionally, the Company will further recognize adjustments from adjusted EBITDA for other costs, gains and losses that are considered significant, non-recurring, or otherwise not supporting the continuing operations and revenue generating activity of the segment or Company, including but not limited to, exit and disposal activities, or incremental costs associated with strategic transactions, restructuring and optimization initiatives such as the acquisition or divestiture of a business, related integration or separation costs, or the development and implementation of strategies to optimize or restructure the Company and its operations. Adjusted EBITDA margin is adjusted EBITDA as a percentage of reported net sales.

The following is a reconciliation of net income from continuing operations to Adjusted EBITDA and Adjusted EBITDA margin for the years ended September 30, 2025 and 2024.

(in millions, except %)

2025

2024

Net income from continuing operations

$

100.2 

$

99.3 

Income tax (benefit) expense

(13.0)

64.3 

Interest expense

30.0 

58.5 

Depreciation

56.4 

57.3 

Amortization

41.6 

44.5 

Share based compensation

20.5 

17.5 

Non-cash impairment charges

24.4 

50.3 

Non-cash purchase accounting adjustments

— 

1.2 

Gain from early extinguishment of debt

— 

(2.6)

Exit and disposal costs

8.8 

1.0 

HHI separation costs1

1.5 

3.9 

HPC separation initiatives1

0.9 

13.4 

Global ERP transformation1

9.2 

15.0 

HPC product recall2

— 

6.9 

Representation and warranty insurance proceeds3

— 

(65.0)

Litigation costs4

3.5 

2.9 

Other5

5.1 

3.4 

Adjusted EBITDA

$

289.1 

$

371.8 

Net sales

$

2,809.0 

$

2,963.9 

Net income from continuing operations margin

3.6 

%

3.4 

%

Adjusted EBITDA margin

10.3 

%

12.5 

%

________________________________________

1 Incremental costs associated with strategic transactions, restructuring and optimization initiatives, including, but not limited to, the acquisition or divestiture of a business, related integration or separation costs, or the development and implementation of strategies to optimize or restructure operations. Refer to Strategic Transactions, Restructuring and Optimization Initiatives discussion within the Business Overview section for further detail.

2 Incremental net costs from product recalls in the HPC segment. See Note 19 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further detail.

3 Gain from the receipt of insurance proceeds on representation and warranty policies associated with the Tristar Business acquisition. See Note 19 Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further detail.

4 Litigation costs primarily associated with the Tristar Business acquisition. See Note 19 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further detail.

5 Other is attributable to (1) other project costs associated with distribution center transitions; (2) key executive severance costs; and (3) loss from the sale and deconsolidation of a Romania joint venture subsidiary during the year ended September 30, 2025, and the liquidation and deconsolidation of a Russia operating subsidiary during the year ended September 30, 2024.

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Table of Contents

Business Overview

The following section provides a general description of our business as well as recent developments for the years ended September 30, 2025 and 2024, which we believe are important to understanding our results of operations, our financial condition, and anticipated future trends. Refer to Item 1 - Business and Note 1 - Description of Business in the Notes to the Consolidated Financial Statements for an overview of our business. For a discussion of our fiscal 2023 results, please refer to Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations for the Company’s Annual Report on Form 10-K for the year ended September 30, 2024, filed with the SEC on November 15, 2024.

Recent Developments

U.S. Tariffs and Global Macro-Economic Environment

The changes to U.S. trade policy with the introduction of incremental U.S. tariffs on imported goods, especially on Chinese imports, are expected to have a significant impact to our operations, increasing costs for sourced products, materials and components, and thus raising cost of goods sold and pressuring profit margins. To mitigate this, the Company has adjusted prices to pass on some costs to customers and is actively managing its supply chain and engaging suppliers to support cost sharing or expand supply chain diversification, which can further impact our ability to supply customers timely during periods of such transitions. With the incremental tariffs on Chinese imports announced in early April 2025, we had temporarily paused virtually all finished goods imports out of China. Following further amendments to the interim tariff rates in June 2025, we had subsequently reinstated our imports of finished goods without substantial risk to margin realization, but we have recognized some impact on near-term fulfillment and distribution as part of our operating results, which are considered short-term and non-recurring.

The changing tariff policies impact all segments to varying degrees, most significantly with the HPC segment as most all products supporting the U.S. business are imported from southeast Asia, with the majority coming from China. The HPC business has been actively pursuing sourcing alternatives and moving production to diversify its supply chain and more effectively manage risk. Over 60% of net sales in the HPC segment are driven through international markets and are not directly impacted by U.S. tariffs. During the year ended September 30, 2025, the HPC segment temporarily paused Chinese imports coming into the U.S., as such the U.S. business in the HPC segment was limited to its current and in-transit inventory, impacting operating results. As we have reinstated our supply chain to import product, the HPC business normalized its fulfillment and distribution by the end of the fiscal year.

The GPC business had certain aquatic equipment and chews & treats products that are sourced out of China, but has a higher degree of diversity within its product sourcing with major suppliers outside of China, which has allowed it to move production more swiftly to alternative supply. The GPC segment temporarily paused finished goods imports from China coming into the U.S., but were reinstated. GPC also manufactures aquatics nutrition products at its facility in EMEA and imports such products into the U.S., which are also subject to the enacted tariffs. The Company has predominantly mitigated the impact from tariffs primarily through pricing adjustments and cost management.

The H&G segment is predominantly manufactured and sold within the U.S. but will also be impacted by tariffs, to a lesser degree, with certain affected material costs and a small portfolio of products, such as baits, traps and mops, that are internationally sourced and are being evaluated for alternative sourcing strategies. Due to the limited impact on the H&G segment and seasonal supply for its products, the impact from tariffs will not substantially impact near term operating results, with anticipated impacts mitigated through pricing adjustments and vendor cost management.

We have intensified our focus on operational efficiencies by optimizing production processes, reducing waste, and leveraging technology to enhance productivity, aiming to offset cost increases and protect margins. With the most recent implemented tariff changes, there is an expected impact on operating results and we are closely monitoring impacts to our projections and forecasts. We have managed cash flow and secured our balance sheet to support the ongoing business through the evolving changes in U.S. trade policy and potential impacts to the global-macro economic environment. We are focused on supply chain diversification, operational efficiency, and strategic investments for sustaining growth and profitability amid trade uncertainties.

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Table of Contents

Strategic transactions, restructuring and optimization initiatives

We periodically evaluate and enter into strategic transactions that may result in the acquisition or divestiture of a business and develop or enter into restructuring and optimization initiatives to improve efficiencies and utilization to reduce costs, increase revenues and improve margins which impacts the comparability of the financial information of the consolidated group and or segments by incremental amounts attributable to such transactions and initiatives. Such changes and updates are inherently difficult and are made even more difficult by current global economic conditions. Our ability to achieve the anticipated cost savings and other benefits from such operating strategies may be affected by a number of other macro-economic factors, or inflation and increased interest rates, many of which are beyond our control. The following is a summary of incremental costs attributable to strategic transactions and business development costs that are considered as having a significant impact on the comparability of the financial results during the years ended September 30, 2025 and 2024, included as Selling, General & Administrative expense on the Consolidated Statements of Income:

(in millions)

2025

2024

HHI separation costs1

$

1.5 

$

3.9 

HPC separation initiatives2

0.9 

13.4 

Global ERP transformation3

9.2 

15.0 

Other project costs4

0.9 

0.4 

Total

$

12.5 

$

32.7 

Reported as:

Selling, general & administrative

12.5 

32.7 

________________________________________

1 Costs attributable to the HHI separation consisting of costs to facilitate separation and transition of systems and processes subject to transition services agreements (“TSAs”), which closed effective June 2025. No further costs are anticipated to be incurred. See Note 3 - Divestitures in the Notes to the Consolidated Financial Statements for further discussion.

2 Costs attributable to efforts to facilitate a strategic separation of the HPC segment either through a spin, merger or sale, consisting of legal and professional fees to facilitate transaction opportunities and diligence, consult on tax and compliance implications, legal entity restructurings, system and process segregation, carve-out financials and the confidential filing of a Form 10 registration statement in July 2024. The Company continues to assess potential strategic opportunities for a proposed HPC separation, as well as considerations within the macroeconomic environment that may affect the timing or ability to execute on such initiatives.

3 Costs attributable to a multi-year transformation project to upgrade and implement our enterprise-wide operating systems to SAP S/4 HANA on a global basis, including project management and professional services for planning, design, and business process review that do not qualify as software configuration and implementation costs recognized as capital expenditures or deferred costs under applicable accounting principles. The Company has recently extended the project to include its HPC segment and anticipates costs to be incurred through further deployments through September 30, 2026.

4 Other project costs are attributable to distribution center transitions.

Exit and Disposal Activity

The Company periodically recognizes exit and disposal costs primarily consisting of severance and contract termination costs that may be attributable to a reorganization or restructuring of the Company, cost savings initiatives, or in consideration of a recent strategic transaction. Such actions result in the recognition of costs to the Company that are considered incremental and not reflective of the continuing operating costs of the business and may impact the comparability of the consolidated company and its segments. See Note 4 - Exit and Disposal Activities in the Notes to the Consolidated Financial Statements for further discussion.

Refinancing Activity

The following financing activity has a significant impact on the comparability of financial results on the consolidated financial statements. See Note 9 - Debt in the Notes to the Consolidated Financial Statements for additional detail regarding debt and refinancing activity.

•On May 23, 2024, the Company completed its offering of $350.0 million principal amount of 3.375% Exchangeable Senior Notes due June 1, 2029 (the “Exchangeable Notes”), recognizing $11.8 million of fees and expenses which were capitalized as debt issuance costs and will be amortized over the term of the Exchangeable Notes.

•Concurrent with the issuance of the Exchangeable Notes during the year ended September 30, 2024, the Company completed a tender offer on the aggregate outstanding principal balance of the 4.00% Senior Notes due 2026 (the “2026 Notes”), the 5.00% Senior Notes due 2029, the 5.50% Senior Notes due 2030, and the 3.875% Senior Notes due 2031 (the “2031 Notes”) (collectively, the “Tendered Notes”) and redeemed the remaining outstanding principal balance of the 2026 Notes, resulting in the reduction of the principal debt balance of $1,174.4 million and recognition of a loss on early extinguishment of $2.2 million.

•During the year ended September 30, 2024, the Company repurchased outstanding bonds in the open market at a discount resulting in the recognition of a gain on extinguishment of 4.7 million.

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Consolidated Results of Operations

The following section provides an analysis of our operations for the years ended September 30, 2025 and 2024. For a discussion of our fiscal 2023 results, please refer to Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations for the Company’s Annual Report on Form 10-K for the year ended September 30, 2024 filed with the SEC on November 15, 2024.

The following is summarized consolidated results of operations for the years ended September 30, 2025 and 2024, respectively:

(in millions, except %)

2025

2024

Variance

Net sales

$

2,809.0 

$

2,963.9 

$

(154.9)

(5.2)

%

Gross profit

1,031.9 

1,109.3 

(77.4)

(7.0)

%

Selling, general & administrative

882.6 

953.4 

(70.8)

(7.4)

%

Impairment of intangible assets

16.6 

45.2 

(28.6)

(63.3)

%

Impairment of property, plant and equipment and operating leases

7.8 

5.1 

2.7 

52.9 

%

Representation and warranty insurance proceeds

— 

(65.0)

65.0 

n/m

Interest expense

30.0 

58.5 

(28.5)

(48.7)

%

Interest income

(4.2)

(57.5)

53.3 

(92.7)

%

Gain from early extinguishment of debt

— 

(2.6)

2.6 

n/m

Other non-operating expense, net

11.9 

8.6 

3.3 

38.4 

%

Income tax (benefit) expense

(13.0)

64.3 

(77.3)

n/m

Net income from continuing operations

100.2 

99.3 

0.9 

0.9 

%

Income from discontinued operations, net of tax

0.2 

25.5 

(25.3)

(99.2)

%

Net income

100.4 

124.8 

(24.4)

(19.6)

%

n/m = not meaningful

Net Sales. The following is a summary of net sales by segment for the years ended September 30, 2025 and 2024 and the principal components of changes in net sales for the respective periods:

(in millions, except %)

2025

2024

Variance

GPC

$

1,082.5 

$

1,151.5 

$

(69.0)

(6.0)

%

H&G

572.8 

578.6 

(5.8)

(1.0)

%

HPC

1,153.7 

1,233.8 

(80.1)

(6.5)

%

Net Sales

$

2,809.0 

$

2,963.9 

(154.9)

(5.2)

%

Year Ended (in millions, except %)

GPC

H&G

HPC

Total

Amount

Percent

Amount

Percent

Amount

Percent

Amount

Percent

Volume

$

(77.7)

(6.7)

%

$

(12.7)

(2.2)

%

$

(83.3)

(6.8)

%

$

(173.7)

(5.9)

%

Price

(0.5)

— 

%

6.9 

1.2 

%

10.3 

0.8 

%

16.7 

0.6 

%

Foreign Currency

9.2 

0.8 

%

— 

— 

%

(7.1)

(0.6)

%

2.1 

0.1 

%

Total

$

(69.0)

(6.0)

%

$

(5.8)

(1.0)

%

$

(80.1)

(6.5)

%

$

(154.9)

(5.2)

%

Organic

$

(78.2)

(6.8)

%

$

(5.8)

(1.0)

%

$

(73.0)

(5.9)

%

$

(157.0)

(5.3)

%

Refer to the Segment Financial Data section below for further discussion on net sales.

Gross Profit. The following is a summary of the gross profit and gross profit margin for the years ended September 30, 2025 and 2024, respectively, and the principal factors contributing to the change between periods.

(in millions, except %)

2025

2024

Variance

Gross Profit

$

1,031.9 

$

1,109.3 

$

(77.4)

(7.0)

%

Gross Profit Margin

36.7 

%

37.4 

%

(70)

bps

(in millions, except margin)

Gross Profit

Margin

Price

$

16.7 

30 

bps

Mix

(26.1)

(90)

bps

Volume

(61.9)

10 

bps

Cost changes

(19.2)

(60)

bps

Product recalls

6.0 

20 

bps

Foreign exchange rates

7.1 

20 

bps

Total

$

(77.4)

(70)

bps

Gross profit and gross profit margin decreased primarily due to lower sales volumes, with a margin decrease attributable to inflationary costs and incremental tariffs in the second half of the fiscal year, unfavorable mix, offset by pricing adjustments, mostly in response to tariffs, with favorable foreign currency and prior year product recall costs.

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Table of Contents

Selling, General & Administrative. The following summarizes the selling, general & administrative costs for the years ended September 30, 2025 and 2024, respectively, including amounts as a percentage of net sales for each respective period.

Year Ended (in millions, except %)

2025

% of Net Sales

2024

% of Net Sales

Variance

Sales, marketing & advertising

$

323.6 

11.5 

%

$

346.6 

11.7 

%

$

(23.0)

(6.6)

%

Distribution

248.6 

8.9 

%

266.9 

9.0 

%

(18.3)

(6.9)

%

General & administrative

266.0 

9.5 

%

278.1 

9.4 

%

(12.1)

(4.4)

%

Research & development

23.2 

0.8 

%

28.1 

0.9 

%

(4.9)

(17.4)

%

Strategic transaction, restructuring and optimization

21.2 

0.8 

%

33.7 

1.1 

%

(12.5)

(37.1)

%

Total selling, general & administrative

$

882.6 

31.4 

%

$

953.4 

32.2 

%

(70.8)

(7.4)

%

Sales, marketing & advertising decreased due to lower volumes and cost savings initiatives offset by higher costs on marketing and advertising initiatives in the first half of the fiscal year. Distribution costs decreased due to lower volumes plus cost reduction and optimization in our distribution operations and supply chain. General & administrative costs decreased due to lower overhead costs from cost improvement initiatives, partially offset by the expiration of transition service agreements associated with the HHI separation. See Note 3 - Divestitures in the Notes to the Consolidated Financial Statements. Research & development costs decreased due to cost savings initiatives. Strategic transaction, restructuring and optimization costs, including exit & disposal costs, decreased due to lower costs towards HPC separation initiatives and the expiration of transition service agreements associated with the HHI separation, offset by higher exit and disposal costs. See Note 4 - Exit and Disposal Activities in the Notes to the Consolidated Financial Statements for further discussion.

Impairment of Intangible Assets. During the year ended September 30, 2025, the Company recognized impairment charges primarily associated with its PowerXL® tradename in response to a triggering event. During the year ended September 30, 2024, the Company recognized impairment charges primarily associated with its Rejuvenate® and OmegaSea® tradenames in response to a triggering event. See Note 8 - Goodwill and Intangible Assets in the Notes to the Consolidated Financial Statements for further discussion.

Impairment of Property Plant and Equipment and Operating Leases. During the year ended September 30, 2025, the Company recognized an impairment charge on a finance lease for its offices in Middleton, WI. During the year ended September 30, 2024, the Company recognized an impairment charge on an operating lease asset for a HPC distribution center. See Note 10 - Leases in the Notes to the Consolidated Financial Statements for further discussion.

Representation and Warranty Insurance Proceeds. During the year ended September 30, 2024, the Company recognized a gain of $65.0 million from its representation and warranty insurance policy associated with the Tristar Business acquisition. See Note 19 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further discussion. There was no comparable activity during the year ended September 30, 2025.

Interest Expense. Interest expense decreased due to reduced debt borrowings during the year following previously discussed refinancing activity late in the prior year.

Interest Income. Interest income decreased due to lower balances in term deposits following the use of funds towards previously discussed refinancing activity in the prior year.

Gain From Early Extinguishment of Debt. During the year ended September 30, 2024, the Company recognized a net gain from extinguishment of debt associated with previously discussed refinancing activity. There was no comparable activity during the year ended September 30, 2025.

Other Non-Operating Expense, Net. Other non-operating expense, net increased primarily due to the changes in foreign currency transaction gains and losses.

Income Taxes. The effective tax rate was (14.9)% for the year ended September 30, 2025, compared to 39.3% for the year ended September 30, 2024. Our annual effective tax rate is significantly impacted by income earned outside the U.S. that is subject to U.S. tax including the U.S. tax on global intangible low taxed income, certain nondeductible expenses, state income taxes, and foreign rates that differ from the U.S. federal statutory rate as well as one time impacts from changes in valuation allowances and other deferred tax assets and liabilities. See Note 15– Income Taxes in the Notes to the Consolidated Financial Statements.

Income From Discontinued Operations. Income from discontinued operations primarily reflect changes to indemnifications associated with divested businesses. During the year ended September 30, 2025 gain from discontinued operations was due to settlement of previously accrued tax indemnifications including the lapse of certain statutes of limitations related to the previously accrued tax indemnifications. Income from discontinued operations during the year ended September 30, 2024 were attributable to a tax related indemnification settlement and reduction in previously accrued transaction related costs associated with the HHI separation. See Note 3– Divestitures in the Notes to the Consolidated Financial Statements for further detail.

Noncontrolling Interest. The net income attributable to noncontrolling interest reflects the share of the net income of our subsidiaries, which are not wholly-owned, attributable to the accounting interest. Such amount varies in relation to such a subsidiary’s net income or loss for the period and the percentage interest not owned by the Company. During the year ended September 30, 2025, the Company sold its majority interest in a Romanian joint venture subsidiary resulting in the deconsolidation of the subsidiary and a loss on disposal. As of September 30, 2025, there are no further non-controlling interests recognized.

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Table of Contents

Segment Financial Data

This section provides an analysis of our results of reportable segments for the years ended September 30, 2025 and 2024. For a discussion of our fiscal 2023 results, please refer to Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations for the Company’s Annual Report on Form 10-K for the year ended September 30, 2024 filed with the SEC on November 15, 2024.

Global Pet Care (GPC)

(in millions, except %)

2025

2024

Variance

Net sales

$

1,082.5 

$

1,151.5 

$

(69.0)

(6.0)

%

Adjusted EBITDA

195.1 

216.1 

(21.0)

(9.7 

%)

Adjusted EBITDA margin

18.0 

%

18.8 

%

(80)

bps

Net sales decreased with a decrease in organic net sales of 6.8% excluding favorable foreign exchange impact of $9.2 million due to lower volumes primarily in NA due to overall category softness for both companion animal and aquatics, increased pressure from private label, supply disruption following temporary tariff volatility that resolved later in the second half of the fiscal year, and slower replenishment and reduced distribution within e-commerce attributable to tariff driven pricing negotiations. EMEA volumes increased with the expansion of the Good Boy® brand in continental Europe as well as new branding and product launches in dog and cat food, partially offset by some experienced lower consumer demand and market softness later in the year. Positive pricing was realized following tariff driven pricing adjustments in the second half of the fiscal year. Net sales in the prior year also benefited from the pull forward of sales in anticipation of the transition to S/4 HANA ERP implementation in NA. Adjusted EBITDA decreased and adjusted EBITDA margin decreased due to lower sales volume with inflationary costs and tariffs and unfavorable mix, partially offset by tariff related pricing adjustments, cost improvements and favorable foreign currency.

Home & Garden (H&G)

(in millions, except %)

2025

2024

Variance

Net sales

$

572.8 

$

578.6 

$

(5.8)

(1.0 

%)

Adjusted EBITDA

91.5 

90.8 

0.7 

0.8 

%

Adjusted EBITDA margin

16.0 

%

15.7 

%

30 

bps

Net sales decreased with higher volumes in the prior year across product categories, excluding outdoor controls, given the favorable weather trends in the prior year. Sales volumes for Repellents and Household control product categories decreased due to a delayed season driving slower retail sales and reduced replenishment whereas outdoor controls products such as Spectracide® increased volume despite the delayed season due to its strong market position, investment in brand-awareness and positioning with key retail partners. Cleaning product volumes decreased with slower category POS and lowered placement with retail partners resulting in decreased replenishment orders. Overall pricing positively impacted net sales with favorable trade variances. Adjusted EBITDA increased and adjusted EBITDA margin increased due to improved profitability on lower sales with favorable trade variances and cost improvements offsetting the higher investment in advertising, inflationary cost pressures and unfavorable mix.

Home & Personal Care (HPC)

(in millions, except %)

2025

2024

Variance

Net sales

$

1,153.7 

$

1,233.8 

$

(80.1)

(6.5 

%)

Adjusted EBITDA

56.7 

75.3 

(18.6)

(24.7 

%)

Adjusted EBITDA margin

4.9 

%

6.1 

%

(120)

bps

Net sales decreased with a decrease in organic net sales of 5.9% excluding unfavorable foreign currency of $7.1 million primarily due to lower NA volumes for both product categories due to reduced distribution attributable to tariff driven pricing negotiations and supply disruptions following temporary tariff volatility that was resolved later in the second half of the fiscal year. EMEA sales volume decreased compared to the prior year with lower consumer category demand, reduction in traditional retail distribution and lower consumer confidence offset by positive volume growth in e-commerce. Decreases were offset by LATAM sales volume growth through new product listings and distribution wins. Adjusted EBITDA decreased and adjusted EBITDA margin decreased due to reduced sales volumes with inflationary costs and tariffs, unfavorable mix, partially offset by pricing adjustments, cost savings initiatives, and favorable foreign currency.

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Table of Contents

Liquidity and Capital Resources

This section provides a discussion of our financial condition and an analysis of our cash flows for the years ended September 30, 2025 and 2024. For a discussion of our fiscal 2023 results, please refer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations for the Company’s Annual Report on Form 10-K for the year ended September 30, 2024 filed with the SEC on November 15, 2024. This section also provides a discussion of our contractual operations and other commercial commitments as well as our ability to fund future commitments and operating activities through sources of capital as of September 30, 2025.

The following is a summary of the Company’s net cash flows from continuing operations for the years ended September 30, 2025 and 2024:

(in millions)

2025

2024

Operating activities

$

204.1 

$

269.8 

Investing activities

(37.7)

1,021.2 

Financing activities

(401.2)

(1,578.2)

Cash flows from operating activities

Cash flows provided by operating activities for continuing operations decreased $65.7 million due to lower sales offset by improved operating spend and lower interest costs, with higher working capital realization primarily associated with improved collection and terms on receivables offset by higher costs attributable to incremental tariffs and inflationary costs.

Cash flows from investing activities

Cash flows used in investing activities for continuing operations decreased $1,058.9 million from cash provided by investing activities in the prior year due to the decreased short term investment activity from the reduction of term deposits following previously discussed funding of refinancing activity in the prior year.

Cash flows from financing activities

Cash flows used by financing activities for continuing operations decreased $1,177.0 million due to refinancing activity in the prior year and lower cash paid towards share repurchases activity. During the year ended September 30, 2025, the Company decreased cash dividend payments by $2.4 million due to the lower outstanding shares.

Liquidity Outlook

Our ability to generate cash flow from operating activities coupled with our expected ability to access the credit markets, enables us to execute our growth strategies and return value to our shareholders. Our ability to make principal and interest payments on borrowings under our debt agreements and our ability to fund planned capital expenditures will depend on the ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, regulatory and other conditions. Based upon our current and anticipated level of operations, existing cash balances, and availability under our credit facility, we expect cash flows from operations to be sufficient to meet our operating and capital expenditure requirements for at least the next 12 months. It is not unusual for our business to experience negative operating cash flow during the first quarter of the fiscal year due to the operating calendar with our customers and the seasonality of our working capital. Additionally, we believe the availability under our credit facility and access to capital markets are sufficient to achieve our longer-term strategic plans. As of September 30, 2025, the Company has total cash and cash equivalents of $123.6 million and borrowing availability of $492.3 million under our credit facility with a total liquidity of $615.9 million.

We maintain a capital structure that we believe provides us with sufficient access to credit markets. When combined with strong levels of cash flow from operations, our capital structure has provided the flexibility necessary to pursue strategic growth opportunities and return value to our shareholders. The Company’s access to capital markets and financing costs may depend on the Company’s credit ratings. None of the Company’s current borrowings are subject to default or acceleration as a result of a downgrading of credit ratings, although a downgrade of the Company’s credit ratings could increase fees and interest charges on future borrowings. As of September 30, 2025, we were in compliance with all covenants under the Credit Agreement and the indentures governing the 3.375% Notes, due June 1, 2029 and the 3.875% Notes, due March 15, 2031.

Short-term financing needs primarily consist of working capital requirements, capital spending, periodic principal and interest payments on our long-term debt, and initiatives to support restructuring, integration or other strategic projects. Long-term financing needs depend largely on potential growth opportunities including acquisition activity, repayment or refinancing of our long-term obligations, and share repurchase activity, amongst others. Our long-term liquidity may be influenced by our ability to borrow additional funds, renegotiate existing debt, and raise equity under terms that are favorable to us. We also have long-term obligations associated with defined benefit plans with expected minimum required contributions that are not considered significant to the consolidated group.

The Company has continued to repurchase shares of common stock as further detailed in Note 16 – Shareholders’ Equity in the Notes to the Consolidated Financial Statements. We may, from time to time, seek to repurchase additional shares of our common stock and any further repurchase activity will be dependent on prevailing market conditions, liquidity requirements and other factors.

A portion of our cash balance is located outside the U.S. given our international operations. We manage our worldwide cash requirements centrally by reviewing available cash balances across our worldwide group and the cost effectiveness with which this cash can be accessed. We generally repatriate cash from non-U.S. subsidiaries, provided the cost of the repatriation is not considered material. The counterparties that hold our deposits consist of major financial institutions.

The majority of our business is not considered seasonal with a year round selling cycle that is overall consistent during the fiscal year with the exception of our H&G segment. H&G sales typically peak during the first six months of the calendar year (the Company's second and third fiscal quarters) due to customer seasonal purchasing patterns and the timing of promotional activity. This seasonality requires the Company to ship large quantities of products ahead of peak consumer buying season that can impact cash flow demands to meet manufacturing and inventory requirements earlier in the fiscal year, as well as extended credit terms and/or promotional discounts throughout the peak season.

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Table of Contents

From time to time the Company enters into factoring agreements and customers' supply chain financing arrangements to provide for the sale of certain trade receivables to unrelated third-party financial institutions. The factored receivables are accounted for as a sale without recourse, and the balance of the receivables sold are removed from the Consolidated Balance Sheet at the time of the sales transaction, with the proceeds received recognized as an operating cash flow. Amounts received from customers for factored receivables are recognized as a payable and remitted to the factor based upon terms of the factoring agreements. The Company has currently discontinued its receivable factoring activity but may factor receivables in the future which will be dependent on various factors. Additionally, the Company facilitates a voluntary supply chain financing program to provide certain of its suppliers with the opportunity to sell receivables due from the Company (the Company's payables) to an unrelated third-party financial institution under the sole discretion of the supplier and the participating financial institution. There are no guarantees provided by the Company or its subsidiaries and we do not enter into any agreements with the suppliers regarding their participation. The Company's responsibility is limited to payments on the original terms negotiated with its suppliers, regardless of whether the suppliers sell their receivables to the financial institution and continue to be recognized as Accounts Payable on the Company's Consolidated Balance Sheet with cash flow activity recognized as an operating cash flow. We do not believe the level of supplier based financing to be material.

Debt obligations

Our debt obligations, excluding finance leases, have varying maturity dates with no material outstanding principal payments due within the following 12 months. Refer to Note 9 - Debt in the Notes to the Consolidated Financial Statements for expiration dates and maturity schedules on outstanding debt obligations for the following 5 years and thereafter. In addition to the outstanding principal on our debt, we anticipate annual interest payments of approximately $26 million including unused fees associated with the Revolver Facility with interest of approximately $4 million attributable to finance leases. Interest on the notes is payable semi-annually in arrears and interest on borrowings under the Revolver Facility, if any, would be payable on various interest payment dates as provided in the Credit Agreement.

Lease obligations

The Company enters into leases primarily pertaining to real estate for manufacturing facilities, distribution centers, office space, warehouses, and various equipment including automobiles, machinery, computers, and office equipment, amongst others. Lease obligations with a term in excess of 12 months are recognized on the Consolidated Statement of Financial Position. See Note 10 - Leases of the Notes to the Consolidated Financial Statement for further detail, including maturity schedule on outstanding finance and operating lease obligations for the following 5 years and thereafter, including imputed interest not reflected on the Consolidated Statements of Financial Position, as well as additional disclosure on lease commitments that have not yet commenced and therefore not yet reflected as an obligation on the Consolidated Statements of Financial Position.

Employee benefit plan obligations

The Company and its subsidiaries are sponsors to various defined benefit pension plans covering some of its employees that provide post-employment benefits of stated amounts for each year of service, including non-U.S. pension arrangements, including various retirement and termination benefit plans, some of which are covered by local law or coordinated with government-sponsored plans. The Company’s recognizes an actuarial determined unfunded projected benefit obligation, net fair value of dedicated plan assets. See Note 14 - Employee Benefit Plans in the Notes to the Consolidated Financial Statements for further detail including the projected payments on the outstanding obligation for the following 10 years. The Company anticipates that benefit obligations will be predominantly paid through dedicated plan assets. Future contributions to defined benefit plans are not expected to be material to the operations and cash flow for the Company.

Other commitments and obligations

Other commitments and obligations include an outstanding mandatory repatriation tax liability of $5.5 million that is payable in the next 12 months. Our Consolidated Statements of Financial Position also includes reserves for uncertain tax positions; however, it is not possible to predict or estimate the amount and timing of payments for uncertain tax positions and those liabilities have been excluded from the obligations above. The Company cannot reasonably predict the ultimate outcome of income tax audits currently in progress for certain of our companies. It is reasonably possible that during the next 12 months, some portion of our unrecognized tax benefits could be recognized. See Note 15 – Income Taxes in the Notes to the Consolidated Financial Statements for additional discussion.

The Company has other obligations associated with various contingent matters includes environmental remediation obligations, product liabilities and warranties, and product recalls. See Note 19 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further discussion. The Company is a defendant in various litigation matters generally arising out of the ordinary course of business. Based on information currently available, the Company does not believe that any additional matters or proceedings presently pending will have a material adverse effect on its results of operations, financial condition, liquidity or cash flows.

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Table of Contents

Guarantor Statements

Spectrum Brands, Inc. ("SBI") has issued the 3.375% Notes, due June 1, 2029, under the 2029 Indenture and the 3.875% Exchangeable Notes, due March 15, 2031, under the 2031 Indentures, (collectively, the “Notes”). The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Spectrum Brands Holdings, Inc., as parent guarantor, and SBI’s domestic subsidiaries. The Notes and the related guarantees rank equally in right of payment with all of SBI and the guarantors’ existing and future senior indebtedness and rank senior in right of payment to all of SBI and the guarantors’ future indebtedness that expressively provide for its subordination to the Notes and the related guarantees. Non-guarantor subsidiaries primarily consist of SBI’s foreign subsidiaries. See Note 9 - Debt for further detail.

The following financial information consists of summarized financial information of the Obligor, presented on a combined basis. The “Obligor” consists of the financial statements of SBI as the debt issuer, SBH as a parent guarantor, and the domestic subsidiaries of SBI as subsidiary guarantors. Intercompany balances and transactions between SBI and the guarantors have been eliminated. Investments in non-guarantor subsidiaries and the earnings or losses from those non-guarantor subsidiaries have been excluded.

(in millions)

2025

Statement of Operations Data

Third party net sales

$

1,665.4 

Intercompany net sales to non-guarantor subsidiaries

53.2 

Net sales

1,718.5 

Gross profit

613.1 

Operating loss

(6.9)

Net income from continuing operations

197.9 

Net income

198.1 

Net income attributable to controlling interest

198.1 

Statements of Financial Position Data

Current assets

$

781.5 

Noncurrent assets

4,963.7 

Current liabilities

732.9 

Noncurrent liabilities

865.9 

The Obligor’s amounts due from, due to the non-guarantor subsidiaries as of September 30, 2025, are as follows:

(in millions)

2025

Statement of Financial Position Data

Current receivables from non-guarantor subsidiaries

$

119.8 

Current note receivables from non-guarantor subsidiaries

20.8 

Long-term note receivables from non-guarantor subsidiaries

— 

Current payables to non-guarantor subsidiaries

81.2 

Current debt with non-guarantor subsidiaries

376.5 

Long-term debt with non-guarantor subsidiaries

1.8 

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Critical Accounting Policies and Estimates

Our Consolidated Financial Statements have been prepared in accordance with GAAP and fairly present our financial position and results of operations. The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its accounting estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances and evaluates its estimates on an ongoing basis. The following section identifies and summarizes those accounting policies considered by management to be the most critical to understanding the judgments that are involved in the preparation of our consolidated financial statements and the uncertainties that could impact our results of operations, financial position and cash flows. The application of these accounting policies requires judgment and use of assumptions as to future events and outcomes that are uncertain and, as a result, actual results could differ from these estimates. Refer to Note 2 - Significant Accounting Policies and Practices in the Notes to the Consolidated Financial Statements for all relevant accounting policies.

Goodwill, Intangible Assets and Other Long-Lived Assets

The Company’s goodwill, intangible assets and tangible fixed assets are stated at historical cost, net of depreciation and amortization, less any provision for impairment. Intangible and tangible assets with determinable useful lives are amortized or depreciated on a straight-line basis over estimated useful lives. Refer to Note 2 - Significant Accounting Policies and Practices in the Notes to the Consolidated Financial Statements for more information about useful lives.

On an annual basis, during the fourth quarter of the fiscal year, or more frequently if triggering events occur, the Company tests for impairment of goodwill by either performing a qualitative assessment or quantitative test for some or all reporting units, with our reporting units being consistent to our operating segments. The Company periodically evaluates qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. In performing a qualitative assessment, the Company considers events and circumstances, including, but not limited to macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, changes in management or key personnel, changes in strategy, changes in customers, changes in market value, composition or carrying amount of a reporting unit's net asset, and considering change in the market price of the Company’s common stock. If we determine that it is more likely than not the carrying value is greater than the fair value of a reporting unit after assessing the totality of facts and circumstances, a quantitative assessment is performed to determine the reporting unit fair value and measure the impairment. The estimated fair value represents the amount at which a reporting unit could be bought or sold in an arms-length transaction with a market participant. In estimating the fair value of the reporting unit, we use both an income approach and a market approach. The income approach is a discounted cash flows methodology, which requires us to estimate future revenues, expenses, and capital expenditures and make assumptions about our weighted average cost of capital, perpetuity growth rate, and an appropriate discount rate, among other variables. The market approach is a guideline public company method that assesses value of our reporting unit based upon market multiples derived from financial results of comparable companies. We test the aggregate estimated fair value of our reporting units by comparison to our total market capitalization, including both equity and debt capital, to assess reasonableness of internally generated valuations of our reporting units with the current perspective on market value based on the Company's total capitalization. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded for the difference between the fair value of the reporting unit goodwill and its carrying value. During the year ended September 30, 2025, the Company had no impairments of goodwill for any of its reporting units. See Note 8 - Goodwill and Intangible Assets in Notes to the Consolidated Financial Statements for further discussion.

The Company also has indefinite-lived intangible assets that consist of acquired tradenames which are tested for impairment by either performing a qualitative assessment or quantitative test on an annual basis, during the Company’s fourth quarter, or more frequently if triggering events occur. The Company evaluates qualitative factors to determine whether it is more likely than not that the fair value of the indefinite lived intangible assets is less than its carrying amount. In performing a qualitative assessment, the Company considers events and circumstances including, but not limited to, macroeconomic conditions, industry and market conditions, cost factors, changes in strategy and overall financial performance. If we determine that it is more likely than not the carrying value is greater than the fair value of an indefinite lived intangible asset, a quantitative assessment is performed to determine the fair value and measure the impairment. The fair value of indefinite-lived intangible assets is determined using an income approach, the relief-from-royalty methodology, which requires us to make estimates and assumptions about future revenues, royalty rates, and an appropriate discount rate, among others. If the fair value is less than its carrying value, an impairment loss is recorded for the excess. During the year ended September 30, 2025, we recognized impairment charges primarily associated with the PowerXL® tradename to triggering events identified earlier in the fiscal year, and non-core brands as part of our annual impairment analysis in the fourth quarter. See Note 8 - Goodwill and Intangible Assets in the Notes to the Consolidated Financial Statements for further discussion.

The Company believes there is a potential risk of impairment primarily associated with the Rejuvenate® tradename, with a carrying cost of $24.0 million as of September 30, 2025, attributable to impairment charges in the prior year and the historic operating performance results which have limited its growth since acquisition. We do not anticipate that these assets will be subject to further impairment based upon our projections and forecasts used in evaluating the current market value but cannot guarantee that no future impairment will be realized. The risk of future impairment for the Rejuvenate® tradename is based upon the results realized during the year ended September 30, 2025, recent impairments on the respective tradenames and dependency upon the timing and realization of projected revenues and growth strategies.

The Company also reviews other definite-lived intangible assets, tangible fixed assets and operating lease assets for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Circumstances such as the discontinuation of a product or product line, a sudden or consistent decline in the sales forecast for a product, changes in technology or in the way an asset or asset group is being used, a history of operating or cash flow losses or an adverse change in legal factors or in the business climate, among others, may trigger an impairment review. If such indicators are present, the Company performs undiscounted cash flow analyses to determine if impairment exists. The asset value would be deemed impaired if the undiscounted cash flows expected to be generated by the asset or asset group did not exceed its carrying value. If impairment is determined to exist, any related impairment loss is calculated based on fair value. For the year ended September 30, 2025, the Company recognized an impairment on a right of use finance lease asset for office space in Middleton, WI. See Note 10 - Leases in the Notes to the Consolidated Financial Statements for further discussion.

A considerable amount of judgment and assumptions are required in performing the impairment tests, principally in determining the fair value of each reporting unit and assets subject to impairment testing. The assessment for the impairment of goodwill, intangible assets and other long-lived assets requires the consideration of a significant level of judgment and subjectivity, including the use of prospective financial information, which may be impacted by changes in the economic environment, future strategic business decisions, political, legal or regulatory conditions, competitive or market risk factors not readily identifiable or present, or other changes that may negatively impact prospective revenue generation or cash flow. Such changes may not be determinable but could adversely impact the fair value of its reporting unit goodwill, intangible assets or other long-lived assets and increase the risk of impairment, particularly associated with those assets recently acquired through a business without generating excess value since the initial acquisition. The Company believes its judgments and assumptions are reasonable, but different assumptions could change the estimated fair value, increasing the risk of impairment and potentially additional impairment charges could be required. The Company is subject to financial statement risk in the event that business or economic conditions unexpectedly decline and impairment is realized.

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Income Taxes

The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and recording the related deferred tax assets and liabilities.

The Company assesses its income tax positions and records tax liabilities for all years subject to examination based upon management’s evaluation of the facts and circumstances and information available for reporting. For those income tax positions where it is more likely than not that a tax benefit will be sustained upon conclusion of an examination, the Company has recorded a reserve based upon the largest amount of tax benefit having a cumulatively greater than 50% likelihood of being realized upon ultimate settlement with the applicable taxing authority assuming that it has full knowledge of all relevant information. For those income tax positions where it is more likely than not that a tax benefit will not be sustained, the Company did not recognize a tax benefit. As of September 30, 2025, the total amount of unrecognized tax benefits, including interest and penalties, that if not recognized would affect the effective tax rate in future periods was $112.5 million. Our effective tax rate includes the impact of income tax reserves and changes to those reserves when considered appropriate. A number of years may elapse before a particular matter for which we have established a reserve is finally resolved. Unfavorable settlement of any particular issue may require the use of cash or a reduction in our net operating loss carryforwards or tax credits. Favorable resolution would be recognized as a reduction to the effective rate in the year of resolution.

The Company recognizes deferred tax assets and liabilities for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases, net operating losses, tax credit, and other carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company does not adjust its measurement for proposed future tax rate changes that have not yet been enacted into law. The Company regularly reviews its deferred tax assets for recoverability and establishes a valuation allowance based on historical losses, projected future taxable income, expected timing of the reversals of existing temporary differences, and ongoing prudent and feasible tax planning strategies. We base these estimates on projections of future income, including tax planning strategies, in certain jurisdictions. Changes in industry conditions and other economic conditions may impact our ability to project future income. Should we determine that we would not be able to realize all or part of our net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period we make that determination.

As of September 30, 2025, we have U.S. federal net operating loss carryforwards (“NOLs”) of $601.8 million, with a federal tax benefit of $126.4 million and future tax benefits related to state NOLs of $44.1 million. Our total valuation allowance for the tax benefit of deferred tax assets that may not be realized is $296.4 million at September 30, 2025. Of this amount, $193.4 million relates to U.S. net deferred tax assets and $103 million relates to foreign net deferred tax assets. We estimate that $123.2 million of valuation allowance related to domestic deferred tax assets cannot be released regardless of the amount of domestic operating income generated due to prior period ownership changes that limit the amount of NOLs and credits we can use.

As of September 30, 2025, we have provided no significant residual U.S. taxes on earnings not yet taxed in the U.S. As of September 30, 2025, we project $2.4 million of additional tax from non-U.S. withholding and other taxes expected to be incurred on repatriation of foreign earnings.

See Note 15 - Income Taxes in the Notes to the Consolidated Financial Statements elsewhere included in this Annual Report.

New Accounting Pronouncements

See Note 2 – Significant Accounting Policies and Practices in the Notes to the Consolidated Financial Statements elsewhere included in this Annual Report for information about recent accounting pronouncements not yet adopted.