What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-07 compared with 2025-11-06 · 192 added, 378 removed, 598 unchanged (49% of the section changed)

3 unchanged sentences

(in thousands, except share data)

September 30,

2026 December 31,

1 unchanged sentence

Cash and cash equivalents $ 13,864 $ 4,267

Accounts receivable, less allowances of $ 15,636 at September 30, 2025 and $ 14,093 at December 31, 2024

Accounts receivable, less allowances of $ 11,042 at March 31, 2026 and $ 11,970 at December 31, 2025

114,949 161,861

13 unchanged sentences

Accrued expenses 67,104 64,294

Income taxes payable — 830

Current portion of operating lease liabilities 15,237 16,143

11 unchanged sentences

Common stock, $ 0.01 par value, shares authorized:

50,000,000 at September 30, 2025 and December 31, 2024;

50,000,000 at March 31, 2026 and December 31, 2025;

shares issued and outstanding:

22,657,435 at September 30, 2025 and 22,155,735 at December 31, 2024

22,855,008 at March 31, 2026 and 22,654,207 at December 31, 2025

Paid-in capital 284,305 283,449

10 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net sales $ 143,508 $ 140,085

3 unchanged sentences

Selling, general and administrative expenses 36,786 31,468

Goodwill impairment — — 33,237 —

Restructuring expenses 2,030 —

Income (loss) from operations

(Loss) income from operations

( 2,230 ) 1,099

Interest expense ( 4,512 ) ( 4,915 )

Mark to market loss on interest rate derivatives

( 8 ) ( 928 ) ( 755 ) ( 1,184 )

Loss on equity securities — — — ( 14,152 )

Income (loss) before income taxes and equity in losses

1,672 1,851 ( 45,152 ) ( 20,331 )

Income tax (provision) benefit

( 2,861 ) ( 1,507 ) 63 ( 1,660 )

Equity in losses, net of taxes

Mark to market gain (loss) on interest rate derivatives

Loss before income taxes

( 6,448 ) ( 4,343 )

NET (LOSS) INCOME

Income tax benefit

$ ( 4,772 ) $ ( 4,201 )

BASIC (LOSS) INCOME PER COMMON SHARE

BASIC LOSS PER COMMON SHARE

$ ( 0.22 ) $ ( 0.19 )

DILUTED (LOSS) INCOME PER COMMON SHARE

DILUTED LOSS PER COMMON SHARE

$ ( 0.22 ) $ ( 0.19 )

1 unchanged sentence

LIFETIME BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

Three Months Ended

September 30, Nine Months Ended

September 30,

$ ( 4,772 ) $ ( 4,201 )

Net (loss) income

$ ( 1,189 ) $ 344 $ ( 45,089 ) $ ( 24,083 )

Other comprehensive income, net of taxes:

3 unchanged sentences

Other comprehensive income, net of taxes

65 682 95 15,175

Comprehensive (loss) income

Comprehensive loss

$ ( 4,633 ) $ ( 3,909 )

20 unchanged sentences

22,855 $ 229 $ 284,305 $ ( 69,132 ) $ ( 17,906 ) $ 197,496

— — — ( 39,699 ) — ( 39,699 )

Other comprehensive loss, net of taxes

— — — — ( 262 ) ( 262 )

Net issuance of restricted shares granted to employees and directors 243 3 ( 3 ) — — —

Stock compensation expense — — 1,044 — — 1,044

Dividends (1)

— — — ( 991 ) — ( 991 )

BALANCE AT JUNE 30, 2025

22,657 $ 227 $ 282,252 $ ( 78,426 ) $ ( 18,285 ) $ 185,768

— — — ( 1,189 ) — ( 1,189 )

Other comprehensive income, net of taxes

— — — — 65 65

Stock compensation expense — — 996 — — 996

Dividends (1)

— — — ( 995 ) — ( 995 )

BALANCE AT SEPTEMBER 30, 2025

22,657 $ 227 $ 283,248 $ ( 80,610 ) $ ( 18,220 ) $ 184,645

Common stock Paid-in

8 unchanged sentences

— — — — 292 292

Performance shares issued to employees 152 2 ( 2 ) — — —

Net issuance of restricted shares granted to employees 338 3 ( 3 ) — — —

5 unchanged sentences

22,414 $ 224 $ 281,211 $ ( 37,736 ) $ ( 18,023 ) $ 225,676

— — — ( 18,167 ) — ( 18,167 )

Other comprehensive income, net of taxes

— — — — 14,239 14,239

Net issuance of restricted shares granted to employees and directors 92 1 ( 1 ) — — —

Stock compensation expense — — 1,044 — — 1,044

Shares effectively repurchased for required employee withholding taxes ( 7 ) — ( 55 ) — — ( 55 )

Dividends (1)

— — — ( 957 ) — ( 957 )

BALANCE AT JUNE 30, 2024

22,158 $ 222 $ 278,484 $ ( 39,895 ) $ ( 19,006 ) $ 219,805

— — — 344 — 344

Other comprehensive income, net of taxes

— — — — 682 682

Net issuance of restricted shares granted to employees ( 1 ) — — — — —

Stock compensation expense — — 1,046 — — 1,046

Dividends (1)

— — — ( 959 ) — ( 959 )

BALANCE AT SEPTEMBER 30, 2024

22,157 $ 222 $ 279,530 $ ( 40,510 ) $ ( 18,324 ) $ 220,918

(1) Cash dividends declared per share of common stock were $ 0.1275 and $ 0.1275 in the nine months ended September 30, 2025 and 2024, respectively.

(1) Cash dividends declared per share of common stock were $ 0.0425 and $ 0.0425 in the three months ended March 31, 2026 and 2025, respectively.

See accompanying notes to unaudited condensed consolidated financial statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)

Nine Months Ended

September 30,

(in thousands)

Three Months Ended

OPERATING ACTIVITIES

$ ( 4,772 ) $ ( 4,201 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 5,282 5,698

Goodwill impairment 33,237 —

Amortization of financing costs 669 704

Gain on disposition of fixed assets ( 94 ) —

Mark to market loss on interest rate derivatives

Mark to market (gain) loss on interest rate derivatives

Operating leases, net

( 593 ) ( 556 )

Provision (recovery) for doubtful accounts

1,129 ( 241 )

Deferred income taxes — 144

Provision for doubtful accounts

Stock compensation expense 1,043 1,062

Equity in losses, net of taxes

Loss on equity securities — 14,152

Changes in operating assets and liabilities

5 unchanged sentences

Income taxes payable 8 ( 352 )

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

NET CASH PROVIDED BY OPERATING ACTIVITIES

33,759 16,711

1 unchanged sentence

Purchases of property and equipment ( 3,843 ) ( 1,573 )

Net proceeds from sale of property

NET CASH USED IN INVESTING ACTIVITIES

7 unchanged sentences

Cash dividends paid ( 1,015 ) ( 996 )

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

NET CASH USED IN FINANCING ACTIVITIES

( 20,291 ) ( 7,767 )

Effect of foreign exchange on cash ( 28 ) 75

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

9,196 ( 10,205 )

INCREASE IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents at beginning of period 4,267 2,929

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES

1 unchanged sentence

Lifetime Brands, Inc.

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

(“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 to consumers purchasing moderately priced kitchenware, tableware and housewares, are sold through nearly every major level of trade.

The Company generally markets several lines within each of its product categories under more than one brand.

8 unchanged sentences

In the opinion of management, all adjustments, which consist of normal recurring accruals and non-recurring adjustments, considered necessary for a fair presentation have been included.

Certain immaterial amounts from the prior year have been reclassified to conform to the current year presentation.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

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

In 2024 and 2023, net sales for the third and fourth quarters accounted for 58 % and 57 % of total annual net sales, respectively.

In 2025 and 2024, net sales for the third and fourth quarters accounted for 58 % of total annual net sales, for both periods.

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

2 unchanged sentences

Revenue recognition

The Company sells products wholesale, to retailers and distributors, and retail, directly to the consumer.

Wholesale sales and retail sales are primarily recognized at the point in time the customer obtains control of the products, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products.

The Company sells products wholesale, to retailers and distributors, and retail, directly to consumers.

Wholesale sales and retail sales are primarily recognized at the point in time when the customer obtains control of the products, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products.

The Company offers various sales incentives and promotional programs to its customers in the normal course of business.

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

Distribution expenses

10 unchanged sentences

The sale of accounts receivable, under the Receivables Purchase Agreement with HSBC, is excluded from the Company’s unaudited condensed consolidated balance sheets at the time of sale and the related sale expense is included in selling, general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations.

The Company did not sell receivables to HSBC during the three and nine months ended September 30, 2025 and September 30, 2024.

At September 30, 2025, $ 13.6 million of accounts receivables were available for sale to HSBC, net of applicable charges.

The Company did not sell receivables to HSBC during the three months ended March 31, 2026 and March 31, 2025.

At March 31, 2026, $ 16.3 million of accounts receivable were available for sale to HSBC, net of applicable charges.

Inventory consists principally of finished goods sourced from third-party suppliers.

3 unchanged sentences

If the estimated selling price is lower than the inventory’s cost, the Company reduces the value of the inventory to its net realizable value.

Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal and transportation.

Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.

The components of inventory were as follows (in thousands):

September 30,

2026 December 31, 2025

5 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

Fair value of financial instruments

6 unchanged sentences

Goodwill, intangible assets and long-lived assets

Goodwill is not amortized but, instead, subject to an annual impairment assessment on October 1 or more frequently if events or conditions were to indicate the carrying value of a reporting unit may not be recoverable.

As it relates to the goodwill assessment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative goodwill impairment testing described in the Financial Accounting Standards Board's (“FASB”) ASC Topic 350, Intangibles – Goodwill and Other.

If, after assessing qualitative factors, the Company determines that it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, then no further testing is performed for that reporting unit.

However, if based on the Company’s qualitative assessment it concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or if the Company elects to bypass the qualitative assessment, the Company will proceed with performing the quantitative impairment test.

Impairment testing is based upon the best information available, including estimates of fair value which incorporate assumptions marketplace participants would use in making their estimates of fair value.

The Company performed its annual impairment assessment of its U.S.

reporting unit as of October 1, 2024 by comparing the fair value of the reporting unit with its carrying value.

The Company performed the analysis using a discounted cash flow and market multiple method.

As of October 1, 2024, the fair value of the U.S.

reporting unit exceeded the carrying value of goodwill by 5 %.

In the second quarter of 2025, the Company observed a sustained decline in the market valuation of the Company's common stock.

Additionally, the Company's near term forecasts for the U.S.

reporting unit were revised downward due to changes in retailer and consumer buying patterns, which were impacted by the recent changes in the U.S.

tariff policies.

Based on these factors the Company concluded that impairment indicators for the U.S.

reporting unit were present as of June 30, 2025.

The Company performed an interim impairment test of the goodwill in the U.S.

reporting unit as of June 30, 2025 by comparing its fair value with its carrying value.

The analysis was performed by using a discounted cash flow and market multiple method.

Accordingly, this fair value measurement is classified as Level 3 since it is based primarily on unobservable inputs.

Based upon the analysis per formed, the Company's U.S.

reporting unit goodwill was fully impaired and a $ 33.2 million non-cash goodwill impairment charge was recognized.

The goodwill impairment charge was the result of the decline in the Company's near term forecasts that were revised downward due to the changes in retailer and consumer buying patterns and an increase to the company-specific risk premium, which is an input to the cost of capital assumption, to address the potential risks in the long-term forecast which remain uncertain at this time.

As of September 30, 2025, the Company's goodwill balance was zero .

The significant assumptions used under the income approach, or discounted cash flow method, are projected net sales, projected earnings before interest, tax, depreciation and amortization (“EBITDA”), and the cost of capital.

Projected net sales and projected EBITDA were determined to be significant assumptions because they are the primary drivers of the projected cash flows in the discounted cash flow fair value model.

Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected cash flows.

The calculation of cost of capital includes

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

a number of subjective inputs, including a company-specific risk premium to capture the perceived risks associated with the reporting unit’s projected cash flows used in the discounted cash flow method.

Determining fair value using a market approach considers multiples of financial metrics based on both acquisitions and trading multiples of a selected peer group of companies.

From the comparable companies, a representative market multiple is determined which is applied to financial metrics to estimate the fair value of a reporting unit.

The Company had no recorded goodwill as of March 31, 2026 and December 31, 2025.

Long-lived assets, including intangible assets deemed to have finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

10 unchanged sentences

As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments.

The incremental borrowing rate represents the rate required to borrow funds over a similar term to purchase the leased asset and is based on an unsecured borrowing rate and risk-adjusted to approximate a collateralized rate at the commencement date of the lease.

The operating lease ROU asset may also include any lease payments made, adjusted for any prepaid or accrued rent payments, lease incentives, and initial direct costs incurred.

2 unchanged sentences

Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

For certain equipment leases, the Company applies a portfolio approach to effectively account for any ROU assets and lease liabilities.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

For certain equipment leases, the Company applies a portfolio approach to effectively account for its ROU assets and lease liabilities.

Leases with an initial term of twelve months or less are not recorded on the balance sheet.

3 unchanged sentences

For severance and other employee-related costs, a liability is generally incurred on the date the restructuring plan is communicated to affected employees.

For the three and nine months ended September 30, 2025, the Company's International segment incurred $ 0.3 million of restructuring expenses related to severance associated with the reorganization of the International segment's workforce.

The reorganization is in connection with Project Concord and primarily affects the structure of the International segment's merchandising and sales workforce.

In certain situations, severance or other employee-related benefits require employees to render service over a specified period in order to be eligible to receive the benefit, and that service period extends beyond a minimum retention period.

In these circumstances, the fair value of the termination benefits is recognized ratably over the required service period, beginning on the communication date.

The Company recorded restructuring expenses for the three months ended March 31, 2026 related to the following activities:

Three Months Ended

(in thousands)

Distribution facility relocation

Sterling flatware manufacturing operations

segment 1,854

International segment

Project Concord

Total restructuring expenses $ 2,030

Distribution Facility Relocation

In January 2025, the Company announced the relocation of the Company’s East Coast distribution operations currently located in Robbinsville, NJ (the “Robbinsville Facility”) to Hagerstown, Maryland (the “Hagerstown Facility”).

As a result of the relocation the Company will exit the Robbinsville Facility.

During the three months ended March 31, 2026, the Company incurred $ 1.2 million related to employee severance expenses.

The Company expects to complete the exit of the Robbinsville Facility by the third quarter of 2026 and expects additional exit costs of approximately $ 1.8 million related to employee severance and $ 3.0 million for other related costs in the second and third quarter of 2026.

Sterling Flatware Manufacturing Operations

In March 2026, the Company approved a plan to close its manufacturing operations of its sterling flatware products.

During the three months ended March 31, 2026, the Company incurred $ 0.1 million of employee severance expenses and $ 0.6 million of other costs which consisted of an inventory provision on remaining raw materials inventory.

The Company expects to complete the closure of this operation by the end of the second quarter of 2026 and expects additional costs to be less than $ 0.1 million related to employee severance.

Project Concord

The Company's International segment incurred severance expenses associated with the reorganization of the International segment's workforce.

The reorganization is related to Project Concord and primarily affects the structure of the International segment's merchandising and sales workforce.

During the three months ended March 31, 2026, the Company incurred $ 0.2 million of employee severance expenses.

The Company expects that restructuring activities related to this project to be

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

completed by the end of the second quarter of 2026 and expects to incur additional costs of $ 0.2 million related to employee severance.

As of March 31, 2026, accrued restructuring liability was $ 1.5 million, which included $ 1.2 million related to distribution facility relocation expenses, $ 0.1 million related to sterling silver manufacturing operations expenses, and $ 0.2 million related to Project concord.

The accrued restructuring is expected to be paid by the end of 2026.

New accounting pronouncements

Updates not listed below were assessed and either determined to not be applicable or are expected to have a minimal effect on the Company’s financial position, results of operations, and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures:

This guidance is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

Early adoption is permitted.

The new guidance is effective for public business entities for annual periods beginning after December 15, 2024 on a prospective basis.

Retrospective application is permitted.

Management is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

Updates not listed below were assessed and either determined not to be applicable or are expected to have a minimal effect on the Company’s financial position, results of operations, and disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

11 unchanged sentences

Sales arrangements with delivery terms that are not FOB Shipping Point are not recognized upon shipment and the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer obligations.

Shipping and handling fees that are billed to customers in sales transactions are included in net sales and amounted to $ 1.1 million and $ 2.5 million, respectively, for the three and nine months ended September 30, 2025 and $ 0.9 million and $ 2.2 million, respectively, for the three and nine months ended September 30, 2024.

Shipping and handling fees that are billed to customers in sales transactions are included in net sales and amounted to $ 0.7 million for the three months ended March 31, 2026 and $ 0.7 million for the three months ended March 31, 2025.

Net sales exclude taxes that are collected from customers and remitted to the taxing authorities.

10 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

The following tables present the Company’s net sales disaggregated by segment, product category and geographic region for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended Nine Months Ended

September 30, September 30,

2025 2024 2025 2024

March 31, 2026

The following tables present the Company’s net sales disaggregated by segment, product category and geographic region for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended

Kitchenware $ 78,447 $ 79,521

10 unchanged sentences

The Company has operating leases for corporate offices, distribution facilities, a manufacturing plant, and certain vehicles.

The components of lease expense for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

The components of lease expense for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Three Months Ended

September 30,

Nine Months Ended

September 30,

2025 2024 2025 2024

Operating lease expenses (1) :

3 unchanged sentences

(1) Expenses are recorded within distribution expenses and selling, general and administrative expenses on the unaudited condensed consolidated statement of operations.

Supplemental cash flow information for lease related liabilities and assets for the nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Nine Months Ended

September 30,

Supplemental cash flow information for lease related liabilities and assets for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Three Months Ended

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases $ 4,898 $ 4,814

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Nine Months Ended

September 30,

Three Months Ended

Right-of-use assets obtained in exchange for lease obligations:

Operating leases $ 152 $ —

The aggregate future lease payments for operating leases as of September 30, 2025 were as follows (in thousands):

2025 (excluding the nine months ended September 30, 2025)

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

The aggregate future lease payments for operating leases as of March 31, 2026 were as follows (in thousands):

2026 (excluding the three months ended March 31, 2026)

Thereafter 6,026

3 unchanged sentences

Average lease terms and discount rates were as follows:

September 30, 2025

March 31, 2026

Operating leases:

3 unchanged sentences

(“Hagerstown Facility”).

The term of the lease is 180 months following the rent commencement date, which will occur in the first quarter of 2026.

The lease term commenced on April 30, 2026, following the satisfaction of all commencement conditions.

The term of the lease is 180 months following the commencement date.

Base rent for the first year of the lease is $ 7.3 million, escalating by 3 % annually.

A portion of the base rent will be abated for the first 36 months at the annual prevailing rate for a total rent abatement of $ 7.2 million.

The lease agreement also includes a total tenant improvement allowance of $ 5.1 million.

NOTE 4 — INVESTMENT

As of September 30, 2025, the Company has a 24.7 % interest in Grupo Vasconia S.A.B.

(“Vasconia”), an integrated manufacturer of aluminum products and a housewares company in Mexico.

Shares of Vasconia’s capital stock are traded on the Bolsa Mexicana de Valores, the Mexican Stock Exchange.

The Quotation Key is VASCONI.

During the second quarter of 2024, Vasconia’s shareholders approved a resolution to a reorganization process in terms of the Law of Commercial Bankruptcy in Mexico and subsequently a bankruptcy suit was filed against Vasconia by one of its largest suppliers.

The Company concluded that the events constituted a loss of significant influence and resulted in the discontinuation of the equity method of accounting.

The Company accounts for its Vasconia investment at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 321:

Investments — Equity Securities , with any changes in fair value recorded within income (loss) on equity securities on the consolidated statements of operations.

The fair value of the Vasconia investment was not material as of September 30, 2025.

Given Vasconia's limited trading activity, recent operating results of Vasconia and impact of the bankruptcy related activity, the fair value of the Vasconia investment was measured using the income approach based on Level 3 unobservable inputs.

Prior to accounting for the investment in Vasconia at fair value, equity in losses, net of taxes recognized for the nine months ended September 30, 2024 was $ 2.1 million.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

On March 13, 2025, the Company and Vasconia entered into Amendment No.

6 of the Shares Subscription Agreement, which among other items, terminated the Company’s rights to designate individuals to be nominated as members of the Vasconia board of directors.

The Company did not have any designated members nominated to the Vasconia board of directors as of the date of the amendment.

A portion of the base rent will be abated for the first 36 months of the lease term at the applicable annual base rent for a total base rent abatement of $ 7.2 million.

The lease agreement also includes a total tenant improvement allowance of approximately $ 5.1 million.

NOTE 4 — INTANGIBLE ASSETS

Intangible assets consisted of the following as of September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025 December 31, 2024

Gross Impairment Accumulated

Intangible assets consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026 December 31, 2025

Gross Accumulated

Amortization Net Gross Accumulated

7 unchanged sentences

Total $ 269,468 $ ( 140,911 ) $ 128,557 $ 269,517 $ ( 136,595 ) $ 132,922

(1) The net value at September 30, 2025 reflects a reduction of $ 113.0 million impairment charges within U.S.

segment and $ 11.9 million impairment charges within International segment.

The gross and net value at December 31, 2024 reflect a reduction of $ 79.8 million impairment charges within U.S.

(1) The net value at March 31, 2026 and December 31, 2025 reflect a reduction of $ 113.0 million impairment charges within U.S.

segment and $ 11.9 million impairment charges within International segment.

Goodwill impairment test

In the second quarter of 2025, the Company observed a sustained decline in the market valuation of the Company's common stock.

Additionally, the Company's near term forecasts for the U.S.

reporting unit were revised downward due to changes in retailer and consumer buying patterns, which were impacted by the recent changes in the U.S.

tariff policies.

Based on these factors the Company concluded that impairment indicators for the U.S.

reporting unit were present as of June 30, 2025.

The Company performed an interim impairment test of the goodwill in the U.S.

reporting unit as of June 30, 2025 by comparing its fair value with its carrying value.

The analysis was performed by using a discounted cash flow and market multiple method.

Accordingly, this fair value measurement is classified as Level 3 since it is based primarily on unobservable inputs.

Based upon the analysis per formed, the Company's U.S.

reporting unit goodwill was fully impaired and a $ 33.2 million non-cash goodwill impairment charge was recognized.

As of September 30, 2025, the Company's goodwill balance was zero .

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

NOTE 5 — DEBT

2 unchanged sentences

The ABL Agreement provides for a senior secured asset-based revolving credit facility in the maximum aggregate principal amount of $ 200.0 million, which facility will mature on August 26, 2027.

The ABL Agreement is subject to an earlier springing maturity date of May 28, 2027, 90 days prior to the Term Loan maturity date of August 26, 2027, if the Company’s Term Loan has not been repaid or refinanced by such date.

On November 14, 2023, the Company entered into Amendment No.

1 unchanged sentence

The Term Loan has a principal amount of $ 150.0 million, and matures on August 26, 2027.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

The Term Loan requires the Company to make quarterly payments of principal each equal to 1.25 % of the aggregate principal amount of the Term Loan, which commenced on March 31, 2024, with the remaining balance payable on the maturity date.

The Term Loan requires the Company to make an annual prepayment of principal, beginning with those for the fiscal year ending December 31, 2024, based upon a percentage of the Company’s excess cash flow, (“Excess Cash Flow”), if any.

The Term Loan requires the Company to make an annual prepayment of principal, beginning with the fiscal year ending December 31, 2024, based upon a percentage of the Company’s excess cash flow, (“Excess Cash Flow”), if any.

The percentage applied to the Company’s Excess Cash Flow is based on the Company’s Total Net Leverage Ratio (as defined in the Debt Agreements).

When an Excess Cash Flow payment is required, each lender has the option to decline a portion or all of the prepayment amount payable to it.

Per the Term Loan, when the Company makes an Excess Cash Flow prepayment, the payment is first applied to satisfy the next eight (8) scheduled future quarterly required payments of the Term Loan in order of maturity and then to the remaining scheduled installments on a pro rata basis.

The maximum borrowing amount under the ABL Agreement may be increased to up to $ 250.0 million if certain conditions are met.

Under the Term Loan, when the Company makes an Excess Cash Flow prepayment, the payment is first applied to satisfy the next eight (8) scheduled future quarterly required payments of the Term Loan in order of maturity and then to the remaining scheduled installments on a pro rata basis.

The maximum borrowing amount under the ABL Agreement may be increased up to $ 250.0 million if certain conditions are met.

One or more tranches of additional term loans (the “Incremental Term Facilities”) may be added under the Term Loan if certain conditions are met.

The Incremental Facilities may not exceed the sum of (i) $ 50.0 million plus (ii) an unlimited amount so long as, in the case of (ii) only, the Company’s secured net leverage ratio, as defined in and computed on a pro forma basis pursuant to the Term Loan, after giving effect to such increase, is no greater than 3.25 to 1.00, subject to certain limitations and for the period defined pursuant to the Term Loan but not to mature earlier than the maturity date of the then existing term loans.

As of September 30, 2025 and December 31, 2024, the total availability under the ABL Agreement were as follows (in thousands):

September 30, 2025

The Incremental Term Facilities may not exceed the sum of (i) $ 50.0 million plus (ii) an unlimited amount so long as, in the case of (ii) only, the Company’s secured net leverage ratio, as defined in and computed on a pro forma basis pursuant to the Term Loan, after giving effect to such increase, is no greater than 3.25 to 1.00, subject to certain limitations and for the period defined pursuant to the Term Loan but not to mature earlier than the maturity date of the then existing term loans.

As of March 31, 2026 and December 31, 2025, the total availability under the ABL Agreement were as follows (in thousands):

March 31, 2026

December 31, 2025

8 unchanged sentences

The Company’s borrowing capacity may be further limited by the Term Loan financial covenant of 5.00 to 1.00 maximum Total Net Leverage Ratio.

As of September 30, 2025, the availability under the ABL Agreement, limited by the Term Loan financial covenant, was $ 25.2 million.

As of March 31, 2026, the availability under the ABL Agreement, as limited by the Term Loan financial covenant, was $ 80.0 million.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

The current and non-current portions of the Company’s Term Loan included in the condensed consolidated balance sheets were as follows (in thousands):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Current portion of Term Loan:

6 unchanged sentences

Total Non-current portion of Term Loan $ 124,650 $ 125,927

The 2024 excess cash flow payment of $ 1.2 million was paid on April 4, 2025 and reduced the scheduled quarterly payment due on June 30, 2025.

As of September 30, 2025, the Company estimates no excess cash flow payment will be due for 2025.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

As of March 31, 2026 the Company estimates that no excess cash flow payment will be due for 2026.

For the year ended December 31, 2025, there was no excess cash flow payment due for 2025.

The Company’s payment obligations under its Debt Agreements are unconditionally guaranteed by its existing and future U.S.

10 unchanged sentences

In addition, the Company pays a commitment fee of 0.20 % to 0.25 % per annum based on the average daily unused portion of the aggregate commitment under the ABL Agreement.

The interest rate on outstanding borrowings under the ABL Agreement at September 30, 2025 was between 3.27 % and 5.76 %.

The Company paid a commitment fee of 0.25 % on the unused portion of the ABL Agreement during the nine months ended September 30, 2025.

The interest rate on outstanding borrowings under the ABL Agreement at March 31, 2026 was between 3.33 % and 7.13 %.

The Company paid a commitment fee of 0.25 % on the unused portion of the ABL Agreement during the three months ended March 31, 2026.

The Term Loan bears interest, at the Company’s option, at one of the following rates:

(i) alternate base rate, defined, for any day, as the greater of (x) the prime rate, (y) a federal funds and overnight bank funding based rate plus 0.5 % or (z) one-month Adjusted Term SOFR, but not less than 1.0 %, plus 1.0 %, plus a margin of 4.5 % or (ii) Adjusted Term SOFR (Term SOFR plus the Term SOFR Adjustment) for the applicable interest period, but not less than 1.0 %, plus a margin of 5.5 %.

The interest rate on outstanding borrowings under the Term Loan at September 30, 2025 was 9.75 %.

The interest rate on outstanding borrowings under the Term Loan at March 31, 2026 was 9.29 %.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

The Debt Agreements provide for customary restrictions and events of default.

2 unchanged sentences

Further, the ABL Agreement provides that during any period (a) commencing on the last day of the most recently ended four consecutive fiscal quarters on or prior to the date availability under the ABL Agreement is less than the greater of $ 20.0 million and 10 % of the aggregate commitment under the ABL Agreement at any time and (b) ending on the day after such availability has exceeded the greater of $ 20.0 million and 10 % of the aggregate commitment under the ABL Agreement for 45 consecutive days, the Company is required to maintain a minimum fixed charge coverage ratio of 1.10 to 1.00 as of the last day of any period of four consecutive fiscal quarters.

The Company was in compliance with the covenants of the Debt Agreements at September 30, 2025.

The Company was in compliance with the covenants of the Debt Agreements at March 31, 2026.

The Company expects that it will continue to borrow, subject to availability, and repay funds under the ABL Agreement based on working capital and other corporate needs.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

NOTE 6 — DERIVATIVES

The Company’s risk management strategy includes the use derivative financial instruments to manage its exposure to interest rate movements and to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates primarily to offset the earnings impact related to inventory purchases.

The Company’s risk management strategy includes the use of derivative financial instruments to manage its exposure to interest rate movements and to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates primarily to offset the earnings impact related to inventory purchases.

The Company does not enter into derivative transactions for trading purposes.

9 unchanged sentences

These interest rate swaps involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

In March 2024 and October 2024, the Company entered into interest rate swap agreements, each with an aggregate notional value of $ 25.0 million and expire in August 2027.

In March 2024 and October 2024, the Company entered into interest rate swap agreements, each with an aggregate notional value of $ 25.0 million and expiring in August 2027.

These non-designated interest rate swaps serve as cash flow hedges of the Company’s exposure to the variability of the payment of interest on a portion of its Term Loan borrowings.

The Company’s total outstanding notional value of interest rate swaps was $ 50.0 million at September 30, 2025.

The Company’s total outstanding notional value of interest rate swaps was $ 50.0 million at March 31, 2026.

Foreign Exchange Contracts

1 unchanged sentence

The Company designates these contracts for accounting purposes as cash flow hedges.

The Company purchases foreign currency forward contracts with terms less than 18 months.

The aggregate gross notional value of foreign exchange contracts at September 30, 2025 was $ 3.4 million.

The fair values of the Company’s derivative financial instruments included in the condensed consolidated balance sheets are presented as follows (in thousands):

Derivatives designated as hedging instruments Balance Sheet Location September 30, 2025 December 31, 2024

Foreign exchange contracts Prepaid expenses and other current assets $ — $ 256

Accrued expenses 132 —

Derivatives not designated as hedging instruments Balance Sheet Location September 30, 2025 December 31, 2024

Interest rate swaps

Prepaid expenses and other current assets

The Company purchases foreign currency forward contracts with terms of less than 18 months.

The aggregate gross notional value of foreign exchange contracts at March 31, 2026 was zero .

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Derivatives not designated as hedging instruments Balance Sheet Location March 31, 2026 December 31, 2025

Interest rate swaps Other assets

Other long-term liabilities 212 428

1 unchanged sentence

The fair values of the foreign exchange contracts were based on Level 2 observable inputs using quoted market prices for similar assets in an active market.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

The amounts of gains and losses, realized and unrealized, related to the Company’s derivative financial instruments designated as hedging instruments are recognized in other comprehensive income, net of taxes, as follows (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

Derivatives designated as hedging instruments 2026 2025

1 unchanged sentence

Realized gains and losses on foreign exchange contracts that are reported in other comprehensive income are reclassified into cost of sales as the underlying inventory purchased is sold.

During the three and nine months ended September 30, 2025, the Company reclassified $ 0.03 million and $ 0.1 million, respectively, of cash flow hedges in accumulated other comprehensive losses to earnings, related to foreign exchange contracts recognized in cost of sales.

At September 30, 2025, the estimated amount of existing net losses expected to be reclassified into earnings within the next 12 months was $ 0.2 million.

During the three and nine months ended September 30, 2024, the Company reclassified $ 0.03 million and $ 0.2 million, respectively, of cash flow hedges in accumulated other comprehensive losses to earnings, related to foreign exchange contracts recognized in cost of sales.

Interest and mark to market losses related to the Company’s derivative financial instruments not designated as hedging instruments that were recognized in earnings are as follows (in thousands):

During the three months ended March 31, 2026 and 2025, the Company reclassified approximately $ 0.1 million of cash flow hedges in accumulated other comprehensive losses to earnings, related to foreign exchange contracts recognized in cost of sales.

At March 31, 2026, the estimated amount of existing net losses expected to be reclassified into earnings within the next 12 months was less than $ 0.1 million.

Interest and mark to market gain (loss) related to the Company’s derivative financial instruments not designated as hedging instruments that were recognized in earnings are as follows (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

Derivatives not designated as hedging instruments Location of gain (loss) 2026 2025

Interest rate swaps Mark to market loss on interest rate derivatives

Interest rate swaps Mark to market gain (loss) on interest rate derivatives

$ 294 $ ( 527 )

1 unchanged sentence

$ 278 $ ( 359 )

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

NOTE 7 — STOCK COMPENSATION

As of September 30, 2025, there were 908,049 shares available for the grant of awards under the Company’s Amended and Restated 2000 Long Term Incentive Plan (“Plan”), assuming maximum performance of performance-based awards.

As of March 31, 2026, there were 543,284 shares available for the grant of awards under the Company’s Amended and Restated 2000 Long Term Incentive Plan (“Plan”), assuming maximum performance of performance-based awards.

Option Awards

A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2025 is as follows:

A summary of the Company’s stock option activity and related information for the three months ended March 31, 2026 is as follows:

Options Weighted-

4 unchanged sentences

827,000 $ 11.07

Grants 44,500 5.13

Options outstanding, September 30, 2025 (1)

Options outstanding, March 31, 2026 (1)

827,000 11.07 3.8 $ 27

Options exercisable, September 30, 2025

Options exercisable, March 31, 2026

733,625 $ 11.51 3.2 $ 7

2 unchanged sentences

(1) Includes a non-plan stock option award of 15,000 stock options granted in 2024.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value that would have been received by the option holders had all option holders exercised their exercisable in-the-money stock options on September 30, 2025.

The intrinsic value is calculated for each in-the-money stock option as the difference between the closing price of the Company’s common stock on September 30, 2025 and the exercise price.

The intrinsic value is calculated for each in-the-money stock option as the difference between the closing price of the Company’s common stock on March 31, 2026 and the exercise price.

Restricted Stock

A summary of the Company’s restricted stock activity and related information for the nine months ended September 30, 2025 is as follows:

A summary of the Company’s restricted stock activity and related information for the three months ended March 31, 2026 is as follows:

Shares Weighted-

4 unchanged sentences

Vested ( 236,984 ) 7.81

( 6,751 ) 7.91

Non-vested restricted shares, September 30, 2025

Non-vested restricted shares, March 31, 2026

908,672 $ 4.75

1 unchanged sentence

Weighted-average years expected to be recognized over 1.8

The total fair value of restricted stock that vested during the nine months ended September 30, 2025 was $ 1.3 million.

The total fair value of restricted stock that vested during the three months ended March 31, 2026 was $ 0.7 million.

Performance shares

Each performance award represents the right to receive up to 150 % of the target number of shares of common stock.

The number of shares of common stock earned will be determined based on the attainment of specified performance goals at the end of the performance period, as determined by the Compensation Committee of the Company’s board of directors (the “Board of Directors”).

The number of shares of common stock earned will be determined at the end of the performance period, based on the attainment of specified performance goals at the time of grant, as determined by the Compensation Committee of the Company’s board of directors (the “Board of Directors”).

The shares are subject to the terms and conditions of the Company’s Plan.

A summary of the Company’s performance-based award activity and related information for the nine months ended September 30, 2025 is as follows:

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

A summary of the Company’s performance-based award activity and related information for the three months ended March 31, 2026 is as follows:

average grant

4 unchanged sentences

( 186,181 ) 5.92

Non-vested performance-based awards, September 30, 2025

Non-vested performance-based awards, March 31, 2026

804,347 $ 5.70

3 unchanged sentences

(2) Includes the forfeiture of performance-based awards granted in 2023 as the performance metric was not attained.

Cash-settled performance-based awards

Each cash-settled performance-based award represents the right to receive up to 150 % of the target number of deferred stock units with payment in cash equivalent to the value of one share of the Company's common stock.

The number of deferred stock units earned will be determined based on the attainment of specified performance goals at the end of the performance period, as determined by the Compensation Committee of the Board of Directors.

The cash-settled performance-based awards are subject to the terms and conditions of the Company’s Plan.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

A summary of the Company’s cash-settled performance-based awards activity and related information for the nine months ended September 30, 2025 is as follows:

Cash-settled performance-based awards (1)

Non-vested cash-settled performance-based awards, January 1, 2025

82,176 $ 5.91

Forfeitures (2)

( 82,176 ) 5.91

Non-vested cash-settled performance-based awards, September 30, 2025

Total unrecognized compensation expense remaining (in thousands) $ —

Weighted-average years expected to be recognized over 0.0

(1) Represents the target number of units to be settled in cash.

(2) Includes the forfeiture of performance-based awards granted in 2022 as the performance metric was not attained.

The Company recorded stock compensation expense as follows (in thousands):

Three Months Ended

September 30,

Nine Months Ended

September 30,

Stock Compensation Expense Components 2026 2025

4 unchanged sentences

Total Stock Compensation Expense $ 1,043 $ 1,062

NOTE 9 — (LOSS) INCOME PER COMMON SHARE

Basic (loss) income per common share has been computed by dividing net (loss) income by the weighted-average number of shares of the Company’s common stock outstanding during the relevant period.

Diluted (loss) income per common share adjusts net (loss) income and basic (loss) income per common share for the effect of all potentially dilutive shares of the Company’s common stock.

NOTE 8 — LOSS PER COMMON SHARE

Basic loss per common share has been computed by dividing net loss by the weighted-average number of shares of the Company’s common stock outstanding during the relevant period.

Diluted loss per common share adjusts net loss and basic loss per common share for the effect of all potentially dilutive shares of the Company’s common stock.

Anti-dilutive securities are not included in the computation of diluted earnings per share under the treasury stock method.

The calculations of basic and diluted (loss) income per common share for the three and nine months ended September 30, 2025 and 2024 are as follows:

The calculations of basic and diluted loss per common share for the three months ended March 31, 2026 and 2025 are as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands, except per share amounts)

Net (loss) income – Basic and Diluted

Net loss – Basic and Diluted

$ ( 4,772 ) $ ( 4,201 )

3 unchanged sentences

Weighted-average shares outstanding – Diluted 21,818 21,592

Basic (loss) income per common share

Basic loss per common share

$ ( 0.22 ) $ ( 0.19 )

Diluted (loss) income per common share

Diluted loss per common share

$ ( 0.22 ) $ ( 0.19 )

Antidilutive Securities (1)

1,713 1,231 1,571 1,504

(1) Stock options and other stock awards that have been excluded from the denominator as their inclusion would have been anti-dilutive.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

NOTE 9— INCOME TAXES

Income tax provision of $ 2.9 million and income tax benefit of $( 0.1 ) million for the three and nine months ended September 30, 2025, respectively, represent taxes on both U.S.

and foreign earnings at a combined effective income tax provision rate of 171.1 % and benefit rate of 0.14 %, respectively.

The effective tax rate for the three months ended September 30, 2025 differs from the federal statutory income tax rate of 21.0% primarily due to the impact of non-deductible expenses, foreign losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance and a partial valuation allowance on U.S.

deferred tax assets that are not more likely than not to be realized as a result of the goodwill impairment in the second quarter.

The effective tax rate for the nine months ended September 30, 2025 differs from the federal statutory income tax rate of 21.0% primarily due to a partial valuation allowance on U.S.

deferred tax assets that are not more likely than not to be realized as a result of the goodwill impairment in the second quarter.

Income tax provision of $ 1.5 million and $ 1.7 million for the three and nine months ended September 30, 2024, respectively, represent taxes on both U.S.

and foreign earnings at a combined effective income tax provision rate of 81.4 % and ( 8.2 )%, respectively.

The effective tax rate for the three months ended September 30, 2024 differs from the federal statutory income tax rate of 21.0% primarily due to foreign losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance.

The negative rate for the nine months ended September 30, 2024 reflects tax expense on a pretax financial reporting loss.

The effective tax rate for the nine months ended September 30, 2024 differs from the federal statutory income tax rate of 21.0% primarily due to the impact of non-deductible expenses and foreign losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance

Income tax benefit of $ 1.7 million and $ 0.1 million for the three months ended March 31, 2026 and 2025, respectively, represent taxes on both U.S.

and foreign earnings at a combined effective income tax rate of 26.0 % and 3.3 %, respectively.

The effective tax rate for the three months ended March 31, 2026 differs from the federal statutory income tax rate of 21.0% primarily due to state and local tax expense, the impact of non-deductible expenses, and foreign losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance, partially offset by a benefit for federal credits.

The effective tax rate for the three months ended March 31, 2025 differs from the federal statutory income tax rate of 21.0% primarily due to foreign losses for which no tax benefit is recognized as such amounts are fully offset with a valuation allowance.

The Company has identified the following jurisdictions as “major” tax jurisdictions:

Federal, California, Massachusetts, New Jersey, New York and the United Kingdom.

Federal, California, New Jersey, New York and the United Kingdom.

The Company evaluates its tax positions on a quarterly basis and revises its estimates accordingly.

There were no material changes to the Company’s uncertain tax positions, interest, or penalties during the three-month periods ended September 30, 2025 and September 30, 2024.

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025 with various provisions impacting the Company, including interest expense limitation and deduction of domestic R&D expenses.

The Company assessed the impact of OBBBA as not material to the 2025 financial statements.

There were no material changes to the Company’s uncertain tax positions, interest, or penalties during the three-month periods ended March 31, 2026 and March 31, 2025.

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025 with various provisions impacting the Company, none of which are material to the 2026 financial statements.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

NOTE 10 – BUSINESS SEGMENTS

4 unchanged sentences

The International segment is the Company’s international business that sells and distributes products to consumers primarily in the U.K., the European Union and the Asia Pacific region.

The Company’s chief operation decision maker (“CODM”) is the Company’s Chief Executive Officer.

The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer.

The Company has segmented its operations to reflect the manner in which the CODM reviews and evaluates the results of its operations.

The CODM allocates operating and capital resources and evaluates the performance of the Company’s segments based on segment net sales, segment gross margin, and segment income (loss) from operations.

The CODM allocates operating and capital resources and evaluates the performance of the Company’s segments based on segment net sales, segment gross margin, and segment (loss) income from operations.

Such measures give recognition to specifically identifiable operating costs.

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Segment Performance Measures:

7 unchanged sentences

Total gross margin $ 54,169 $ 50,637

Income (loss) from operations

(Loss) income from operations

$ 5,178 $ 1,898

International ( 2,497 ) ( 2,952 )

Unallocated corporate expenses (1)

Unallocated corporate (expenses) income (1)

( 4,911 ) 2,153

Income (loss) from operations

(Loss) income from operations

$ ( 2,230 ) $ 1,099

(1) Unallocated corporate expenses for the nine months ended September 30, 2025 included a net legal settlement gain of $ 6.4 million.

(1) Unallocated corporate income for the three months ended March 31, 2025 included a net legal settlement gain of $ 6.4 million.

Details see NOTE 11 — CONTINGENCIES

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Supplemental information for significant segment expenses:

15 unchanged sentences

International 3,666 3,746

Unallocated corporate expenses (1)

3,687 4,286 5,793 13,899

Unallocated corporate expenses (income) 4,911 ( 2,153 )

Total selling, general and administrative expenses $ 36,786 $ 31,468

Goodwill impairment:

$ — $ — $ 33,237 $ —

Restructuring expenses:

International 176 —

(1) Unallocated corporate expenses for the nine months ended September 30, 2025 included a net legal settlement gain of $ 6.4 million.

Details see NOTE 12 — CONTINGENCIES

Total other expenses $ 2,030 $ —

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

9 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

September 30,

March 31, 2026

2026 December 31,

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

NOTE 11 — CONTINGENCIES

40 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

comment period.

On September 6, 2023, at the conclusion of the public comment period, the U.S.

Government filed a Motion to Enter the Decree, and the court entered the Decree into order on December 14, 2023, thereby effectuating the Decree.

On January 10, 2024, EPA issued a notice to proceed with the OU-1 remedial work.

Government filed a Motion to Enter the Decree, and the court entered the Decree on December 14, 2023, thereby effectuating the Decree.

On January 10, 2024, the EPA issued a notice to proceed with the OU-1 remedial work.

The Company thereafter commenced remedial work on OU-1 in accordance with the Decree.

WSPR submitted the final draft Remedial Design Work Plan, Supplemental Pre-Design Investigation Work Plan, and Pilot Study Work Plan to EPA on May 30, 2025, and awaits EPA approval on those documents to move forward with the remediation.

WSPR submitted the final draft Remedial Design Work Plan, Supplemental Pre-Design Investigation Work Plan, and Pilot Study Work Plan to the EPA on May 30, 2025, and awaits the EPA’s approval on those documents to move forward with the remediation.

The Company reserved $ 5.6 million to cover probable and estimable liabilities with respect to the above remedial design and remedial action for OU-1.

1 unchanged sentence

In the event of one or more adverse determinations related to this matter, it is possible that the ultimate liability resulting from this matter and the impact on the Company’s results of operations could be material.

As of September 30, 2025, the remaining probable and reasonably estimable liability related to the above remedial design and remedial action for OU-1 is $ 5.4 million.

As of March 31, 2026, the remaining probable and reasonably estimable liability related to the above remedial design and remedial action for OU-1 is $ 5.3 million.

Legal Settlement Gain

In 2015, Taylor Precision Products, Inc.

(“Taylor” and/or the “Plaintiff”), acquired by the Company on March 2, 2018, commenced a legal action related to a 2013 acquisition, alleging that the seller failed to sufficiently disclose certain adverse information as part of the acquisition.

(“Taylor” and/or the “Plaintiff”), which was acquired by the Company on March 2, 2018, commenced a legal action related to a 2013 acquisition, alleging that the seller failed to sufficiently disclose certain adverse information as part of the acquisition.

In February 2025, the Company received a net settlement of $ 6.4 million, which consisted of a $ 7.0 million settlement less $ 0.6 million in legal fees related to this case.

1 unchanged sentence

The Company is, from time to time, involved in other legal proceedings.

The Company believes that other current litigation is routine in nature and incidental to the conduct of the Company’s business and that none of this litigation, individually or collectively, would have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

The Company believes that other such litigation is routine in nature and incidental to the conduct of the Company’s business and that none of this litigation, individually or collectively, would have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

LIFETIME BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

NOTE 12 — OTHER

Cash dividends

Dividends declared in the nine months ended September 30, 2025 were as follows:

Dividends declared in the three months ended March 31, 2026 were as follows:

Dividend per share Date declared Date of record Payment date

$ 0.0425 3/9/2026 5/1/2026 5/15/2026

$ 0.0425 6/18/2025 8/1/2025 8/15/2025

$ 0.0425 8/5/2025 10/31/2025 11/14/2025

During the nine months ended September 30, 2025, the Company paid dividends of $ 2.9 million.

This included payments made on February 14, 2025, May 15, 2025 and August 15, 2025 of $ 0.9 million, $ 0.9 million and $ 1.0 million to stockholders of record on January 31, 2025, May 1, 2025 and August 1, 2025 respectively, and payments of $ 0.1 million for dividends payable upon the vesting of restricted shares.

In the three months ended September 30, 2025, the Company reduced retained earnings for the accrual of $ 1.0 million relating to the dividend payable on November 14, 2025.

On November 4, 2025, the Board declared a quarterly dividend of $ 0.0425 per share of common stock payable on February 13, 2026 to stockholders of record on January 30, 2026.

During the three months ended March 31, 2026, the Company paid dividends of $ 1.0 million.

This included payments made on February 13, 2026 of $ 0.9 million to stockholders of record on January 30, 2026 and payments of $ 0.1 million for dividends payable upon the vesting of restricted shares.

In the three months ended March 31, 2026, the Company reduced retained earnings for the accrual of $ 1.0 million relating to the dividend payable on May 15, 2026.

Stock repurchase program

On March 14, 2022, the Company announced that its Board of Directors of the Company authorized the repurchase of up to $ 20.0 million of the Company’s common stock, replacing the Company’s previously-authorized $ 10.0 million share repurchase program.

On March 14, 2022, the Company announced that its Board of Directors authorized the repurchase of up to $ 20.0 million of the Company’s common stock, replacing the Company’s previously-authorized $ 10.0 million share repurchase program.

The repurchase authorization permits the Company to effect repurchases from time to time through open market purchases and privately negotiated transactions.

No shares were repurchased during the nine months ended September 30, 2025.

As of September 30, 2025, the remaining dollar amount available for repurchases under the Board of Directors’ authorized plan was $ 11.1 million.

No shares were repurchased during the three months ended March 31, 2026.

As of March 31, 2026, the remaining dollar amount available for repurchases under the Board of Directors’ authorized plan was $ 11.1 million.

Supplemental cash flow information

Nine Months Ended

September 30,

Three Months Ended

(in thousands)

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

Components of accumulated other comprehensive loss, net

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

(in thousands)

2 unchanged sentences

Translation adjustment during period 65 417

Amounts reclassified from accumulated other comprehensive loss (1)

Net change in translation adjustment ( 81 ) 872 531 15,117

Balance at end of period $ ( 17,633 ) $ ( 17,967 )

Accumulated deferred losses on cash flow hedges:

Accumulated deferred gains on cash flow hedges:

Balance at beginning of period $ ( 44 ) $ 247

Change in unrealized gain (losses)

113 ( 235 ) ( 562 ) ( 163 )

Change in unrealized gains (losses)

Amounts reclassified from accumulated other comprehensive loss:

Settlement of cash flow hedge (1)

28 32 113 183

Net change in cash flow hedges, net of taxes of $ 0 , $ 0 ,

141 ( 203 ) ( 449 ) 20

Balance at end of period $ 24 $ 118

6 unchanged sentences

$ ( 17,906 ) $ ( 18,023 )

(1) Amounts reclassified to the Vasconia investment carrying value as a result of the discontinuation of the equity method investment of accounting and recognized as a loss on equity securities in the unaudited condensed consolidated statements of operations, to reduce the Vasconia investment to its fair value.

(1) Amounts reclassified are recorded in cost of sales on the unaudited condensed consolidated statement of operations.

1 unchanged sentence

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-Q

Item 1. Financial Statements