What changed in this filing

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Item 1. Business

2026-03-12 compared with 2025-03-13 · 29 added, 27 removed, 87 unchanged (39% of the section changed)

The Company designs, sources and sells branded kitchenware, tableware and other products used in the home and markets its products under a number of widely-recognized brand names and trademarks, which are either owned or licensed by the Company or through retailers’ private labels and their licensed brands.

The Company is a Delaware corporation, incorporated on December 22, 1983.

The Company designs, sources and sells branded kitchenware, tableware and other home solution products used in the home and markets its products under a number of widely-recognized brand names and trademarks, which are either owned or licensed by the Company or through retailers’ private labels and their licensed brands.

The Company’s products, which are targeted primarily towards consumers purchasing moderately priced kitchenware, tableware and housewares, are sold through virtually every major level of trade.

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The brand development and design teams, administrative teams, and distribution for its international operations operate out of a state of the art facility in Aston, England as well as a third-party distribution facility located in Rotterdam, Netherlands.

The Company also has a subsidiary in the People’s Republic of China (“China”) to supply the Company’s products to the Chinese market and subsidiaries based in Hong Kong, Australia and New Zealand to facilitate the sale of its products to Asia Pacific region and smaller markets elsewhere in the world.

The Company also has a subsidiary in the People’s Republic of China (“China”) to supply the Company’s products to the Chinese market and subsidiaries based in Hong Kong, Australia and New Zealand to facilitate the sale of its products to the Asia Pacific region and smaller markets elsewhere in the world.

The Company has a presence in Canada through a strategic alliance with a Canadian company to distribute many of the Company’s products in Canada.

The Company is a Delaware corporation, incorporated on December 22, 1983.

The Company’s top brands and their respective product categories as of December 31, 2025 are:

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Farberware® Licensed (1)

Mikasa® Owned Tableware and Home Solutions

KitchenAid® Licensed Kitchenware

Mikasa® Owned Tableware and Home Solutions

Taylor® Owned Kitchenware and Home Solutions

Pfaltzgraff® Owned Kitchenware, Tableware and Home Solutions

Dolly Parton® Licensed Kitchenware, Tableware and Home Solutions

Fred® & Friends Owned Kitchenware

Kamenstein® Owned Kitchenware

BUILT NY® Owned Home Solutions

S'well® Owned Home Solutions

Rabbit® Owned Kitchenware

Sabatier® Licensed Kitchenware

Kamenstein® Owned Kitchenware

(1) The Company has a royalty free license to utilize the Farberware® brand, primarily for its kitchenware products, for a term that expires in 2195, subject to earlier termination under certain circumstances.

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Additional information regarding the Company’s reportable segments is included in NOTE 12 — BUSINESS SEGMENTS of the Notes to the consolidated financial statements included in Item 15.

The Company’s wholesale customers include mass market merchants, specialty stores, department stores, warehouse clubs, grocery stores, off-price retailers, food service distributors, food and beverage outlets, corporate sales and e-commerce.

The Company’s products are sold globally to a diverse customer base including mass market merchants (such as Walmart and Target), specialty stores (such as Williams Sonoma and Dunelm), department stores (such as Macy’s, Kohl’s and Belk), warehouse clubs (such as Costco, and BJs), grocery stores (such as Publix, Kroger, Meijer, and Winn-Dixie), off-price retailers (such as TJX Companies and Ross Stores), food service distributors (such as US Foods, Clark Food Service and Jetro), food and beverage outlets (such as Starbucks) and e-commerce (such as Amazon).

The Company’s wholesale customers include mass market merchants, specialty stores, department stores, warehouse clubs, grocery stores, off-price retailers, dollar channel retailers, food service distributors, food and beverage outlets, corporate sales and e-commerce retailers and marketplaces.

The Company’s products are sold globally to a diverse customer base including mass market merchants (such as Walmart Inc.

(“Walmart”) and Target), specialty stores (such as Williams Sonoma and Dunelm), department stores (such as Macy’s, Kohl’s and Belk), warehouse clubs (such as Costco Wholesale Corporation (“Costco”), and BJs), grocery stores (such as Publix, Kroger, Meijer, and Fred Meyer), off-price retailers (such as the TJX Companies, Inc.

(“TJX”) and Ross Stores), dollar channel retailers (such as Dollar General), food service distributors (such as US Foods, Clark Food Service and Jetro), food and beverage outlets (such as Starbucks) and e-commerce retailers and online marketplaces (such as Amazon.com, Inc.

The Company also does business with independent retailers, including through business-to-business websites aimed at independent retailers.

The Company also operates its own consumer websites that provide information about the Company’s products and offer consumers the opportunity to purchase a limited selection of the Company’s products directly.

During the years ended December 31, 2024, 2023 and 2022, Wal-Mart Stores, Inc.

(“Walmart”), accounted for 19%, 21% and 19% of consolidated net sales, respectively.

During the years ended December 31, 2024, 2023, and 2022, sales to Costco Wholesale Corporation (“Costco”) accounted for 11%, 11%, and 13% of consolidated net sales.

During the year ended December 31, 2024, 2023 and 2022, Amazon.com Inc., (“Amazon”), accounted for 13%, 11% and 11% of consolidated net sales.

Sales to Costco and Amazon are included in the Company’s U.S.

During the years ended December 31, 2025, 2024 and 2023, Walmart accounted for 17%, 19% and 21% of consolidated net sales, respectively.

During the years ended December 31, 2025, 2024 and 2023, sales to Amazon accounted for 12%, 13% and 11% of consolidated net sales, respectively.

During the years ended December 31, 2025, 2024 and 2023, sales to Costco accounted for 11% of consolidated net sales, respectively.

During the year ended December 31, 2025, sales to TJX accounted for 11% of consolidated net sales.

Sales to Amazon and TJX are included in the Company’s U.S.

and International segments.

Sales to Walmart and Costco are included in the Company’s U.S.

No other customers accounted for 10% or more of the Company’s sales during these periods.

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Medford, Massachusetts 5,600

Additionally, the Company uses third-party operated distribution facilities to supplement its distribution capacity, including a distribution facility located in Rotterdam, Netherlands.

As of December 31, 2024, the Company occupied 27,000 square feet of this facility.

Additionally, the Company uses third-party operated distribution facilities to supplement its distribution capacity, including distribution facilities located in Rotterdam, Netherlands, Australia and New Zealand.

As of December 31, 2025, the Company occupied 27,000 square feet of the facility located in the Netherlands.

The facilities in Australia and New Zealand are contracted based on usage.

SALES AND MARKETING

The Company’s sales and marketing staff coordinates directly with its wholesale customers to devise marketing strategies and merchandising concepts and to furnish advice on advertising and product promotion.

The Company has developed many promotional programs for use in the ordinary course of business to promote sales throughout the year.

The Company has developed a range of promotional programs for use in the ordinary course of business to promote sales throughout the year.

The Company’s sales and marketing efforts are supported from its principal office and showroom in Garden City, New York, as well as showrooms in New York, New York;

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The Company sources its products from hundreds of suppliers, almost all of which are located outside the United States.

Most of the Company’s suppliers are located in China.

The Company also sources products from suppliers across various countries including, Hong Kong, Taiwan, Japan, South Korea, Vietnam, Cambodia, Malaysia, Philippines, Thailand, India, the United States, Canada, Mexico, Argentina, Chile, Paraguay, Uruguay, the U.K., Italy, Portugal, Netherlands, Poland, Turkey, Czech Republic, Indonesia, Australia and New Zealand.

While the Company maintains key supplier relationships in China, it actively sources from a diverse global network spanning various countries including, Hong Kong, Taiwan, Japan, Vietnam, Cambodia, Malaysia, Philippines, Bangladesh, India, the United States, Canada, Mexico, the U.K., Portugal, the Netherlands, Turkey, Czech Republic, Germany, Slovakia, and Indonesia.

The Company orders products significantly in advance of the anticipated time of their sale by the Company.

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The Company has manufacturing operations in Mexico to manufacture certain of the Company’s products.

The markets for kitchenware, tableware and other products used in the home are highly competitive and include numerous domestic and foreign competitors, some of which are larger than the Company.

The markets for kitchenware, tableware and other home solution products used in the home are highly competitive and include numerous domestic and foreign competitors, some of which are larger than the Company.

The primary competitive factors in selling such products are innovative products, brand, quality, aesthetic appeal to consumers, packaging, breadth of product line, distribution capability and selling price.

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HUMAN CAPITAL

The Company aspires to hire and retain the best and brightest employees.

At December 31, 2024, the Company had approximately 1,180 full-time employees, of whom approximately 130 were located in Asia, 190 were located in Europe and 860 were located in the United States and Puerto Rico.

The Company seeks to attract, develop and retain qualified employees to support its operations and strategic objectives.

At December 31, 2025, the Company had approximately 1,080 full-time employees, of whom approximately 130 were located in Asia Pacific, 160 were located in Europe and 790 were located in the United States and Puerto Rico.

The Company also hires seasonal workers at its distribution centers through temporary staffing agencies.

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The Company believes it offers competitive compensation and benefits packages to its employees.

Further, the Company offers professional development opportunities to cultivate talent throughout the Company.

The Company also aims to foster an inclusive community.

Further, the Company offers professional development opportunities to eligible employees in order to cultivate talent throughout the Company.

REGULATORY MATTERS

The Company and its affiliates are subject to significant regulation by various governmental, regulatory and other administrative authorities.

As a manufacturer and distributor of consumer products, the Company is subject to the Consumer Products Safety Act in the United States and the Consumer Protection Act in the U.K.

As a manufacturer and distributor of consumer products, the Company is subject to the Consumer Products Safety Act in the United States and applicable consumer protection and product safety laws in the United Kingdom, the European Union and other jurisdictions in which it operates.

Additionally, laws regulating certain consumer products exist in some cities and states, as well as in other countries in which the Company or its subsidiaries and affiliates sell products.

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The Company’s operations are also subject to national, state and local environmental and health and safety laws and regulations, including those that impose workplace standards and regulate the discharge of pollutants into the environment and establish standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of materials and substances including solid and hazardous wastes.

The Company is subject to risks and uncertainties associated with economic and political conditions around the world, including but not limited to, foreign government regulations, taxes including value-added taxes, import and export duties/tariffs and quotas, anti-dumping regulations, incidents and fears involving security, man-made or natural disasters, health epidemics, terrorism and wars, political unrest and other restrictions on trade and travel.

The Company’s international operations are subject to additional risks, including compliance with foreign laws and regulations, value-added and other indirect taxes, import and export duties and tariffs, anti-dumping regulations and trade restrictions.

The Company’s business and working capital needs are seasonal with a majority of sales occurring in the third and fourth quarters.

In 2025, net sales for the third and fourth quarters accounted for 58% of total annual net sales, respectively.

In anticipation of the pre-holiday shipping season, inventory levels increase primarily in the June through October time period.

In anticipation of the pre-holiday shipping season, inventory levels typically increase primarily in the June through October time period.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business