What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-13 compared with 2025-02-14 · 430 added, 496 removed, 1073 unchanged (46% of the section changed)

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We have audited the accompanying consolidated balance sheets of Newell Brands Inc.

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and the financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment Assessments –Baby and Commercial Reporting Units Goodwill and Certain Indefinite-Lived Tradenames

Impairment Assessments – Commercial and Baby Reporting Units Goodwill and Certain Indefinite-Lived Tradenames

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated goodwill and indefinite-lived tradenames balances were $3.1 billion and $553 million, respectively, as of December 31, 2025.

The goodwill associated with the Commercial and Baby reporting units was $747 million and $415 million, respectively;

and certain indefinite-lived tradenames were $725 million.

Goodwill and indefinite-lived tradenames are tested and reviewed for impairment annually on December 1, or more frequently if facts and circumstances warrant.

Management performed quantitative assessments for the Baby and Commercial reporting units and certain indefinite-lived tradenames.

Management performed quantitative assessments for the Commercial and Baby reporting units and certain indefinite-lived tradenames.

At the impairment assessment date of December 1, 2025, the goodwill associated with the Commercial and Baby reporting units was $747 million and $415 million, respectively;

and certain indefinite-lived tradenames were $567 million and $203 million in the Home and Commercial Solutions and Learning and Development segments, respectively.

In performing the quantitative assessments, management estimated the fair value of each reporting unit using the income approach, specifically the discounted cash flow method.

Management also performed quantitative assessments for certain indefinite-lived tradenames, where fair value was determined using the relief from royalty or the excess earnings method depending on the individual tradename.

Management’s impairment assessments require significant use of judgment and assumptions such as (i) the identification of reporting units, assignment of assets and liabilities to reporting units, and the estimation of future cash flows, business growth rates, terminal values, discount rates, and total enterprise value for reporting units, (ii) the cash flow projections, royalty rate, terminal value and discount rate under the relief from royalty method for a certain indefinite-lived tradename, and (iii) the cash flow projections and discount rates under the excess earnings method for certain indefinite-lived tradenames.

As a result of the assessments, no impairment charges were recorded related to goodwill for the Baby and Commercial reporting units, and non-cash impairment charges of $345 million were recorded for certain indefinite-lived tradenames.

Management’s impairment assessments require significant use of judgment and assumptions such as (i) the identification of reporting units, assignment of assets and liabilities to reporting units, and the estimation of future cash flows (including net sales, gross profit, and operating expenses), terminal values, discount rates, and total enterprise value for reporting units, (ii) the estimation of future cash flows, royalty rates, terminal values, and discount rates under the relief from royalty method for certain indefinite-lived tradenames, and (iii) the estimation of future cash flows, terminal values, discount rates, and contributory asset charges under the excess earnings method for certain indefinite-lived tradenames.

As a result of the assessments, no impairment charges were recorded related to goodwill for the Commercial and Baby reporting units, and non-cash impairment charges of $290 million and $50 million were recorded for certain indefinite-lived tradenames in the Home and Commercial Solutions and Learning and Development segments.

The principal considerations for our determination that performing procedures relating to the impairment assessments of goodwill for the Commercial and Baby reporting units and for certain indefinite-lived tradenames is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the Commercial and Baby reporting units and certain indefinite-lived tradenames;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) the estimation of future cash flows, business growth rates, and discount rates for the Commercial and Baby reporting units, (b) the cash flow projections, royalty rate, and discount rate under the relief from royalty method for a certain indefinite-lived tradename, and (c) the cash flow projections and discount rates under the excess earnings method for certain indefinite-lived tradenames;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) the estimation of future cash flows (including net sales, gross profit, and operating expenses), terminal values, and discount rates for the Commercial and Baby reporting units, (b) the estimation of future cash flows, royalty rates, terminal values, and discount rates under the relief from royalty method for certain indefinite-lived tradenames, and (c) the estimation of future cash flows, terminal values, discount rates, and contributory asset charges under the excess earnings method for certain indefinite-lived tradenames;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

As disclosed by management, material weaknesses existed during the year related to this matter.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s impairment assessments of goodwill and indefinite-lived tradenames, including controls over the valuation of the Company’s Commercial and Baby reporting units and certain indefinite-lived tradenames.

These procedures also included, among others, (i) evaluating and determining the nature and extent of audit procedures performed and evidence obtained that are responsive to the material weaknesses which existed during the year, (ii) testing management’s process for developing the fair value estimates of the Commercial and Baby reporting units and certain indefinite-lived tradenames;

(iii) evaluating the appropriateness of the discounted cash flow, relief from royalty, and excess earnings methods used by management;

(iv) testing the completeness and accuracy of underlying data used in the valuation methods;

and (v) evaluating the reasonableness of the significant assumptions used by management related to the (a) estimation of future cash flows, business growth rates, and discount rates for the Commercial and Baby reporting units, (b) cash flow projections, royalty rate, and discount rate under the relief from royalty method for a certain indefinite-lived tradename, and (c) cash flow projections and discount rates under the excess earnings method for certain indefinite-lived tradenames.

Evaluating management’s assumptions related to the estimation of future cash flows and business growth rates for the Commercial and Baby reporting units and the cash flow projections for certain indefinite-lived tradenames involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Commercial and Baby reporting units and indefinite-lived tradenames;

These procedures also included, among others, (i) testing management’s process for developing the fair value estimates of the Commercial and Baby reporting units and certain indefinite-lived tradenames;

(ii) evaluating the appropriateness of the discounted cash flow, relief from royalty, and excess earnings methods used by management;

(iii) testing the completeness and accuracy of underlying data used in the valuation methods;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to (a) the estimation of future cash flows (including net sales, gross profit, and operating expenses), terminal values, and discount rates for the Commercial and Baby reporting units, (b) the estimation of future cash flows, royalty rates, terminal values, and discount rates under the relief from royalty method for certain indefinite-lived tradenames, and (c) the estimation of future cash flows, terminal values, discount rates, and contributory asset charges under the excess earnings method for certain indefinite-lived tradenames.

Evaluating management’s assumptions related to the estimation of future cash flows (including net sales, gross profit, and operating expenses) for the Commercial and Baby reporting units and the estimation of future cash flows for certain indefinite-lived tradenames involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Commercial and Baby reporting units and indefinite-lived tradenames;

(ii) the consistency with external and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the valuation methods and (ii) the reasonableness of the discount rate assumption for the Commercial and Baby reporting units, and the discount rate and royalty rate assumptions for certain indefinite-lived tradenames.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the valuation methods and (ii) the reasonableness of the discount rate assumption for the Commercial and Baby reporting units, and the discount rate, royalty rate, and contributory asset charges assumptions for certain indefinite-lived tradenames.

/s/ PricewaterhouseCoopers LLP

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Loss on extinguishment and modification of debt 13 14 —

Other (income) expense, net 18 175 ( 81 )

Income (loss) before income taxes ( 260 ) ( 543 ) 157

Income tax provision (benefit) ( 44 ) ( 155 ) ( 40 )

Net income (loss) $ ( 216 ) $ ( 388 ) $ 197

Other expense, net 6 18 175

Loss before income taxes ( 301 ) ( 260 ) ( 543 )

Income tax benefit ( 16 ) ( 44 ) ( 155 )

Net loss $ ( 285 ) $ ( 216 ) $ ( 388 )

Weighted average common shares outstanding:

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Diluted 418.2 415.5 414.1

Earnings (loss) per share:

Loss per share:

Basic $ ( 0.68 ) $ ( 0.52 ) $ ( 0.94 )

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COMPREHENSIVE INCOME (LOSS)

Net income (loss) $ ( 216 ) $ ( 388 ) $ 197

Other comprehensive income (loss), net of tax

Net loss $ ( 285 ) $ ( 216 ) $ ( 388 )

Other comprehensive loss, net of tax

Foreign currency translation adjustments ( 16 ) ( 99 ) 20

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Total other comprehensive income (loss), net of tax ( 9 ) ( 91 ) 121

Total comprehensive income (loss) $ ( 307 ) $ ( 267 ) $ 68

Total comprehensive loss $ ( 294 ) $ ( 307 ) $ ( 267 )

See Notes to Consolidated Financial Statements.

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Cash flows from operating activities:

Net income (loss) $ ( 216 ) $ ( 388 ) $ 197

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

Net loss $ ( 285 ) $ ( 216 ) $ ( 388 )

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

Depreciation and amortization 311 323 334

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Accrued liabilities and other, net ( 230 ) ( 136 ) 93

Net cash provided by (used in) operating activities 496 930 ( 272 )

Net cash provided by operating activities 264 496 930

Cash flows from investing activities:

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Other investing activities, net 30 34 31

Net cash provided by (used in) investing activities ( 151 ) ( 199 ) 343

Net cash used in investing activities ( 164 ) ( 151 ) ( 199 )

Cash flows from financing activities:

Proceeds from (payments on) short-term debt, net 90 ( 91 ) ( 488 )

Payments on current portion of long-term debt ( 701 ) ( 2 ) ( 1,091 )

Proceeds from short-term debt with original maturities greater than 90 days — 431 —

Payments on short-term debt with original maturities greater than 90 days — ( 431 ) —

Payments on current portion of long-term debt ( 1,282 ) ( 701 ) ( 2 )

Net proceeds from issuance of long-term debt 1,235 1,237 —

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Debt extinguishment and modification costs ( 9 ) ( 14 ) ( 1 )

Repurchase of shares of common stock — — ( 325 )

Cash dividends ( 120 ) ( 118 ) ( 184 )

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Supplemental disclosures:

Restricted cash at beginning of period $ 29 $ 16 $ 37

Restricted cash at end of period 21 29 16

Cash paid for income taxes, net of refunds 173 103 172

Restricted cash at beginning of period (Footnote 1)

$ 21 $ 29 $ 16

Restricted cash at end of period (Footnote 1)

Cash paid for income taxes, net of refunds (Footnote 11)

Cash paid for interest 354 319 298

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Equity compensation, net of tax 1 ( 4 ) 48 — — 45

Common stock purchased and retired ( 13 ) — ( 312 ) — — ( 325 )

Other — — ( 1 ) — — ( 1 )

Balance at December 31, 2023 $ 440 $ ( 627 ) $ 6,915 $ ( 2,726 ) $ ( 890 ) $ 3,112

Comprehensive income (loss) — — — ( 388 ) 121 ( 267 )

Comprehensive loss — — — ( 216 ) ( 91 ) ( 307 )

Dividends declared on common stock - $ 0.28 per share

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Newell Brands is focused on delighting consumers by lighting up everyday moments.

The Company sells its products in over 150 countries around the world and has operations on the ground in over 40 of these countries, excluding third-party distributors.

The Company sells its products in over 150 countries around the world and has operations on the ground in more than 45 of these countries, excluding third-party distributors.

The Company has three operating segments:

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Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the consolidated accounts of the Company and its majority-owned subsidiaries after elimination of intercompany transactions and balances.

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) and include the consolidated accounts of the Company and its majority-owned subsidiaries after elimination of intercompany transactions and balances.

The preparation of these consolidated financial statements requires the use of certain estimates and assumptions by management in determining the Company’s assets, liabilities, sales and expenses, and related disclosures.

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GAAP in preparing the Company’s consolidated financial statements requires the pervasive use of estimates and assumptions.

The Company continues to be impacted by inflationary pressures, soft global demand, major retailers’ focus on tight control over their inventory levels, fluctuating interest rates and indirect macroeconomic impacts from geopolitical conflicts.

These collective macroeconomic trends, the duration or severity of which are highly uncertain, are still changing the retail and consumer landscape, negatively impacted the Company’s operating results, cash flows and financial condition in 2024, and are to some degree expected to persist into 2025.

presidential administration and other countries’ retaliatory actions in response to such tariffs.

The Company continues to deploy a mitigation strategy designed to offset the impact of this tariff exposure through a number of actions, including pricing, productivity and in some cases relocation of manufacturing.

These collective macroeconomic trends, the duration or severity of which are highly uncertain, are still changing the retail and consumer landscape and continue to negatively impact the Company’s operating results, cash flows and financial condition and are to some degree expected to persist into 2026.

As consumers continue to face widespread increases in prices and fluctuating interest rates, their discretionary spending and purchase patterns may continue to be unfavorably impacted.

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Although management has made its best estimates and assumptions based upon current information, actual results could materially differ given the uncertainty of these factors and may require future changes to such estimates and assumptions, including reserves, which may result in future expense or impairment charges.

During the fourth quarter of 2024, in conjunction with the Company’s annual impairment testing, the Company recorded a non-cash impairment charge of $ 85 million related to one tradename in the H&CS segment as the carrying value exceeded the fair value.

The decline in the fair value of the tradename in the H&CS segment was the result of downward revision of forecasted revenue mainly due to a distribution loss, which the Company was informed of during the fourth quarter of 2024.

An impairment test was also performed for the Company’s goodwill resulting in no impairment.

During the third quarter of 2024, the Company concluded that triggering events had occurred for indefinite-lived tradenames in the H&CS and L&D segments, as a result of downward revisions of forecasted cash flows primarily due to lower volume and profitability expectations.

The Company performed quantitative impairment tests and determined that indefinite-lived tradenames in the H&CS and L&D segments were partially impaired.

During the third quarter of 2024, the Company recorded an aggregate non-cash impairment charge of $ 260 million for the indefinite-lived tradenames, as the carrying values exceeded their fair values.

See Footnote 7 for further information.

In addition, the Company has experienced a significant sustained decline in its market capitalization as a result of a decrease in its stock price, resulting in the Company’s market capitalization being less than its consolidated stockholders’ equity.

If there are further declines in the Company’s stock price, macroeconomic conditions, or industry and market conditions that may impact the current and forecasted financial performance of each reporting unit, the Company may need to record a non-cash impairment charge, which could be material, in a future period.

During the fourth quarter of 2025, in conjunction with the Company’s annual impairment testing, the Company recorded an aggregate non-cash impairment charge of $ 340 million for indefinite-lived tradenames in the H&CS and L&D segments as the carrying values exceeded the fair values.

Significant Accounting Policies

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Revenue Recognition

The Company recognizes revenue when performance obligations under the terms of a contract with the customer are satisfied or at a point in time, which generally occurs either on shipment or on delivery based on contractual terms, which is also when control is transferred.

The Company’s primary performance obligation is the distribution and sales of its consumer and commercial products to its customers.

In the normal course of business, the Company offers warranties for a variety of its products.

The specific terms and conditions of the warranties vary depending upon the specific product and markets in which the products were sold.

The Company accrues for the estimated cost of product warranty at the time of sale based on historical experience.

Revenue is measured as the amount of consideration for which the Company expects to be entitled in exchange for transferring goods or providing services.

The Company’s primary performance obligation is the sale and distribution of its consumer and commercial products to its customers.

Revenue is measured as the amount of consideration to which it expects to be entitled in exchange for transferring goods or providing services.

Certain customers may receive cash and/or non-cash incentives such as cash discounts, returns, credits or reimbursements related to defective products, customer discounts (such as volume or trade discounts), cooperative advertising and other customer-related programs, which are accounted for as variable consideration.

In some cases, the Company applies judgment, including contractual rates and historical payment trends, when estimating variable consideration.

In some cases, the Company applies judgment when estimating variable consideration by evaluating contractual rates and historical payment trends.

In addition, the Company participates in various programs and arrangements with customers designed to increase the sale of products by these customers.

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Sales taxes and other similar taxes are excluded from revenue.

The Company elected to account for shipping and handling activities as a fulfillment cost.

The Company has elected to account for shipping and handling activities as a fulfillment cost.

The Company also elected not to disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

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The evaluation of qualitative factors includes an assessment of relevant facts, events, and circumstances including but not limited to:

macroeconomic conditions, industry and market conditions, and the current and forecasted financial performance of the reporting unit.

macroeconomic conditions,

industry and market conditions, and the current and forecasted financial performance of the reporting unit.

If the qualitative test indicates it is more likely than not that the fair value of a reporting unit is less than the carrying amount the Company performs the quantitative test, which measures the amount of the goodwill impairment, if any.

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assignment of assets and liabilities to reporting units;

and estimation of future cash flows, business growth rates, terminal values, discount rates and total enterprise value.

and estimation of future cash flows (including net sales, gross profit and operating expenses), terminal values, discount rates and total enterprise value.

The income approach used is the discounted cash flow methodology and is based on five-year cash flow projections reflecting the Company’s latest projections which included, among other things, the impact of current and projected financial performance of the reporting unit at the time the Company performed its impairment testing.

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If the Company performs a quantitative test, an impairment loss will only be recognized for the amount by which the carrying value of the indefinite-lived intangible asset exceeds its fair value, not to exceed the total carrying value of the asset.

The quantitative testing of indefinite-lived intangibles (primarily tradenames) under established guidelines for impairment requires significant use of judgment and assumptions (such as cash flow projections, royalty rates, terminal values and discount rates).

The quantitative testing of indefinite-lived intangibles under established guidelines for impairment requires significant use of judgment and assumptions (such as estimation of future cash flows, royalty rates, terminal values and discount rates).

An indefinite-lived intangible asset is impaired by the amount by which its carrying value exceeds its estimated fair value.

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If the carrying amount exceeds the sum of the undiscounted future cash flows, the Company discounts the future cash flows using a discount rate required for a similar investment of like risk and records an impairment charge as the difference between the fair value and the carrying value of the asset group.

The Company performs its testing of the asset group at the reporting unit level, as this is the lowest level for which identifiable cash flows are available, with the exception of the Yankee Candle business, where testing is performed at the retail store level.

The Company accounts for deferred income taxes using the asset and liability approach.

Under this approach, deferred income taxes are recognized based on the tax effects of temporary differences between the financial statement and tax bases of assets and liabilities, as measured by current enacted tax rates.

Valuation allowances are recorded to reduce the deferred tax assets to an amount that will more likely than not be realized.

The Company regularly reviews its deferred tax assets for recoverability considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies.

For uncertain tax positions, the Company applies the provisions of relevant authoritative guidance, which requires application of a “more likely than not” threshold to the recognition and derecognition of tax positions.

The Company’s ongoing assessments of the more likely than not outcomes of tax authority examinations and related tax positions require significant judgment and can increase or decrease the Company’s effective tax rate, as well as impact operating results.

See Footnote 12 for further information.

The Company performs its testing of the asset group at the reporting unit level, as this

is the lowest level for which identifiable cash flows are available, with the exception of the Yankee Candle business, where testing is performed at the retail store level.

Sales of Accounts Receivable

The Company maintains a factoring agreement with a financial institution to sell certain customer receivables (the “Customer Receivables Purchase Agreement”) up to $ 700 million.

Factored receivables under the Customer Receivables Purchase Agreement at December 31, 2024 were approximately $ 270 million, an increase of approximately $ 30 million from December 31, 2023.

In addition, the Company, through a wholly-owned special purpose entity (“SPE”), has a three-year factoring agreement with a financial institution to sell up to $ 225 million, between February and April of each year and up to $ 275 million at all other times, of certain customer receivables without recourse on a revolving basis (the “Receivables Facility”).

Under the Receivables Facility, certain of the Company’s subsidiaries continuously sell their accounts receivables, originated in the U.S., to the SPE and the SPE sells the receivables to the financial institution.

The Company maintains a factoring agreement with a financial institution to sell certain customer receivables (the “Customer Receivables Purchase Agreement”) up to $ 700 million, of eligible accounts receivable.

During the years ended December 31, 2025, 2024 and 2023, the Company factored receivables pursuant to the Customer Receivables Purchase Agreement.

The following table sets forth proceeds received and amount collected from customers and remitted to the financial institution for the years ended December 31, (in millions):

2025 2024 2023

Proceeds received $ 2,895 $ 2,984 $ 3,099

Collected from customers and remitted to financial institution 2,889 2,964 3,285

Outstanding receivables sold under the Customer Receivables Purchase Agreement were approximately $ 270 million at both December 31, 2025 and 2024.

In addition, the Company, through a wholly-owned special purpose entity (“SPE”), has a three-year factoring agreement with a financial institution to sell certain customer receivables up to $ 225 million, between February and April of each year, and up to $ 275 million at all other times, of eligible accounts receivable without recourse on a revolving basis (the “Receivables Facility”).

Under the Receivables Facility, certain of the Company’s subsidiaries continuously sell their accounts receivables, originated in the U.S.

(but excluding those sold under the Customer Receivables Purchase Agreement described above), to the SPE, which then sells the receivables to the financial institution.

The SPE is a variable interest entity for which the Company is considered to be the primary beneficiary.

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The fair value of these servicing arrangements as well as the fees earned was immaterial.

The balance of outstanding accounts receivables sold to the financial institution as of December 31, 2024 was approximately $ 145 million, an increase of approximately $ 100 million from December 31, 2023.

The Company accounts for receivables sold under both factoring agreements as sale of financial assets and derecognizes the trade receivables from the Company’s Consolidated Balance Sheet.

The Company classifies the proceeds received from the sales of accounts receivable as an operating cash flow and collections of accounts receivables not yet submitted to the financial institutions as financing cash flow in the Consolidated Statements of Cash Flows.

The Company records the discounts as other (income) expense, net in the Consolidated Statements of Operations.

During the years ended December 31, 2025, 2024 and 2023, the Company factored receivables pursuant to the Receivables Facility.

The following table sets forth proceeds received and amount collected from customers and remitted to the financial institution for the years ended December 31, (in millions):

2025 2024 2023

Proceeds received $ 1,164 $ 1,262 $ 279

Collected from customers and remitted to financial institution 1,190 1,159 226

Outstanding receivables sold under the Receivables Facility at December 31, 2025 and 2024 were approximately $ 125 million and $ 145 million, respectively.

Generally, for a receivable to be eligible under either program, the Company must have fulfilled its performance obligations and be contractually entitled to payment for such, based on a valid receivable that is not past due at the time of factoring the underlying receivable.

The Company accounts for receivables sold to the financial institutions under both factoring agreements as a sale of financial assets and derecognizes the trade receivables from the Company’s Consolidated Balance Sheets.

The Company classifies the proceeds received from the sales of accounts receivable to the financial institutions as an operating cash flow and collections of accounts receivables not yet remitted to the financial institutions as financing cash flow in the Consolidated Statements of Cash Flows, and such collections are classified as restricted cash (included in prepaid expenses and other current assets) on the Company’s Consolidated Balance Sheets.

Restricted cash related to both programs was $ 17 million, $ 21 million and $ 29 million at December 31, 2025, 2024 and 2023, respectively.

The Company records the discounts as other expense, net in the Consolidated Statements of Operations.

Supplier Finance Program Obligations

In June 2024, the Company entered into an arrangement with a third-party vendor which provides a service for the Company’s suppliers, at their sole discretion, to sell their receivables due from the Company with various financial institutions who, at their sole discretion, contract with the third-party vendor to participate in the supplier finance program (the “New SCF Program”).

The Company and its suppliers agree on contractual terms for the goods and services procured, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in the New SCF Program.

The Company has an arrangement with a third-party vendor which provides a service for the Company’s suppliers, at their sole discretion, to sell their receivables due from the Company to various financial institutions, who at their sole discretion, contract with the third-party vendor to participate in the supplier finance program (the “SF Program”).

The suppliers sell goods or services, as applicable, to the Company and issue the associated invoices to the Company based on the agreed-upon contractual terms.

Suppliers that participate in the New SCF Program, at their sole discretion, determine which invoices, if any, they want to sell to the third-party vendor.

The suppliers’ voluntary inclusion of invoices in the New SCF Program does not change the Company’s existing contractual terms with its suppliers.

The Company does not provide any guarantees or collateral under the New SCF Program, nor does it have any economic interest in a supplier’s decision to participate in the New SCF Program.

Amounts due to suppliers participating in the New SCF Program are included in accounts payable in the Consolidated Balance Sheets and amounts paid to suppliers participating in the New SCF Program are classified as operating cash flows in the Consolidated Statements of Cash Flows.

Supplier payment terms for those participating in the program averaged approximately 130 days.

Prior to the New SCF Program, a global financial institution offered a voluntary supply chain finance program (the “Former SCF Program”) which similarly enabled suppliers, at their sole discretion, to sell their receivables due from the Company to the financial institution on a non-recourse basis.

Pursuant to the Second Amendment (defined hereafter), a lender under the Credit Revolver

(defined hereafter) that also participated in the Former SCF Program secured its related financing pursuant to the terms of the Credit Revolver.

See Footnote 9 for further information.

In April 2024, the Company exercised its right to terminate the Former SCF Program with the financial institution.

The Former SCF Program was terminated in August 2024.

The termination did not materially impact the Company’s operating results, financial condition or liquidity.

There were no outstanding payment obligations relating to the Former SCF Program as of December 31, 2024.

The following table sets forth the outstanding payment obligations due to the third-party vendor at December 31, 2024 and to the financial institution at December 31, 2023, and activities related to the suppliers who participated in the New SCF Program or the Former SCF Program (collectively, the “Supplier Finance Programs”), for the years ended December 31, (in millions):

Suppliers that participate in the SF Program, at their sole discretion, determine which invoices, if any, they want to sell to the third-party vendor.

The suppliers’ voluntary inclusion of invoices in the SF Program does not change the Company’s existing contractual terms with its suppliers.

The Company does not provide any guarantees or collateral under the SF Program, nor does it have any economic interest in a supplier’s decision to participate in the SF Program.

Amounts due to suppliers participating in the SF Program are included in accounts payable in the Consolidated Balance Sheets and amounts paid to suppliers participating in the SF Program are classified as operating cash flows in the Consolidated Statements of Cash Flows.

During the years ended December 31, 2025 and 2024, supplier payment terms for those participating in the program averaged approximately 120 and 130 days, respectively.

The following table sets forth the outstanding payment obligations due to the third-party vendor and activities related to the suppliers who participated in the SF Program for the years ended December 31, (in millions):

Balance at beginning of period $ 14 $ 96

Invoices participating in the Supplier Finance Programs 137 336

Invoices paid to the applicable financial institution or third-party vendor ( 219 ) ( 340 )

Invoices participating in the SF Program 76 137

Invoices paid to the third-party vendor ( 79 ) ( 219 )

Balance at end of period $ 11 $ 14

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Impaired items are written down to their estimated fair values.

Capitalized software are included in other intangible assets, net in the Consolidated Balance Sheets.

Capitalized software is included in other intangible assets, net in the Consolidated Balance Sheets.

See Footnote 6 for further information.

Capitalized implementation costs for certain qualified Software-as-a-Service (“SaaS”) arrangements are also subject to the same accounting criteria described above, when the Company does not own the intellectual property for the software license used in the arrangement.

software license used in the arrangement.

SaaS arrangements are included in prepaid expenses and other current assets and other assets in the Consolidated Balance Sheets.

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• Pensions and Postretirement Benefits – Footnote 10

• Income Taxes – Footnote 11

• Leases – Footnote 12

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The Company considers the applicability and impact of all ASUs.

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

Improvements to Income Tax Disclosures.” The standard requires all entities subject to income taxes to disclose disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The new requirement will be effective for annual periods beginning after December 15, 2024.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

In September 2025, the FASB issued ASU No.

2025-06, “ Intangibles—Goodwill and Other—Internal-Use Software .” This ASU establishes targeted enhancements to Subtopic 350-40 improving the operability of the recognition guidance considering different methods of software development.

The update is effective for annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company does not expect the adoption of ASU 2023-09 to have a material impact on the consolidated financial statements.

Management is currently evaluating the effects this guidance will have on its consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606).” The amendments in the ASU exclude from derivative accounting non-exchange-traded contracts with underlying components that are based on operations or activities specific to one of the parties to

the contract.

This update is effective for annual reporting periods beginning after December 15, 2026.

Early adoption is permitted.

Management is currently evaluating the effects this guidance will have on its consolidated financial statements.

In November 2024, the FASB issued ASU No.

2024-03, “ Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures .” This ASU requires that each interim and annual reporting period, an entity disclose more information about the components of certain expense captions that is currently disclosed in the financial statements.

2024-03, “ Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures .” This ASU requires that each interim and annual reporting period, an entity disclose more information about the components of certain expense captions that are currently disclosed in the financial statements.

This update is effective for annual reporting periods beginning after December 15, 2026.

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Adoption of New Accounting Guidance

In March 2020, the FASB issued ASU 2020-04, “ Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting.

” In January 2021, the FASB clarified the scope of this guidance with the issuance of ASU 2021-01, Reference Rate Reform:

ASU 2020-04 provides optional expedients and exceptions to account for contracts, hedging relationships and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate if certain criteria are met.

This ASU was further updated with the issuance of ASU 2022-06, Reference Rate Reform:

Deferral of the Sunset Date of Topic 84 8, which extends the sunset date of the guidance.

ASU 2020-04 may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2024.

The Company adopted ASU 2020-04 and it did not have a material impact on its consolidated financial statements.

In October 2022, the FASB issued ASU 2022-04, “ Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations.

” This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to better consider the effect of the programs on an entity’s working capital, liquidity and cash flows.

This ASU is effective for fiscal years beginning after December 15, 2022, except for the amendment on roll forward information which is effective for fiscal years beginning after December 15, 2023.

The Company adopted ASU 2022-04 and it did not have a material impact on its consolidated financial statements.

See preceding disclosure for further information.

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

The new requirement is effective for annual periods beginning after December 15, 2024.

The guidance may be applied on a prospective or retrospective basis.

The Company adopted ASU 2023-09 and applied the prospective method.

The adoption of ASU 2023-09 did not have a material impact on its consolidated financial statements.

See Footnote 11 for further information.

In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.” The amendments in this update require that a public entity disclose on an annual and interim basis significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”), amount for other segment items by reportable segment and a description of its composition, segment profit and loss and assets, additional measures of segment profit used by the CODM in assessing segment performance and the title and position of the CODM, as well as an explanation of how the CODM uses the reported measures in assessing segment performance and deciding allocation of resources.

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 and it did not have a material impact on its consolidated financial statements.

The Company adopted ASU 2023-07 beginning with its 2024 annual reporting and it did not have a material impact on its consolidated financial statements.

See Footnote 16 for further information.

Footnote 2 — Divestiture Activity

On November 30, 2023, the Company sold its Millefiori business, based in Italy, in the Home and Commercial Solutions segment to a third party for purchase price that is not material to the Company.

As a result, the Company recorded an immaterial , pretax gain which is included in other (income) expense, net in Consolidated Statements of Operations.

On March 31, 2022, the Company sold its Connected Home and Security (“CH&S”) business unit to Resideo Technologies, Inc., for approximately $ 593 million.

As a result, during the year ended December 31, 2022, the Company recorded a pretax gain of $ 136 million, which was included in other (income) expense, net in Consolidated Statements of Operations.

Footnote 2 — Accumulated Other Comprehensive Income (Loss)

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Cumulative translation adjustment

Pension and postretirement costs (1)

Derivative financial instruments (2)

(1) See Footnote 11 for further information.

(2) See Footnote 10 for further information.

Pension and postretirement costs (a)

( 1 ) ( 2 ) 130

Derivative financial instruments (b)

(a) See Footnote 10 for further information.

(b) See Footnote 9 for further information.

The income tax provision (benefit) allocated to the components of AOCL for the years ended December 31, are as follows (in millions):

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Footnote 3 — Restructuring

The Company has engaged and expects to continue to engage in restructuring activities, which requires management to utilize significant estimates related to the timing and amount of severance and other employee separation costs for workforce reductions and other separation programs and other exit costs associated with restructuring activities.

The Company has engaged and expects to continue to engage in restructuring activities, which requires management to utilize significant estimates related to the timing and amount of severance and other employee separation costs for workforce reductions and other separation programs as well as other exit costs associated with restructuring activities.

The Company’s accrual for severance and other employee separation costs depends on whether the costs result from an ongoing severance plan or are one-time costs.

The Company accounts for relevant expenses as severance costs when we have an established severance policy, statutory requirements dictate the severance amounts, or if our historical experience is to routinely provide certain benefits to impacted employees.

The Company accounts for relevant expenses as severance costs when there is an established severance policy, statutory requirements dictate the severance amounts, or if the Company’s historical experience is to routinely provide certain benefits to impacted employees.

The Company recognizes severance costs when it is probable that benefits will be paid and the amount can be reasonably estimated.

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To better align its resources with its strategy and operating model and to reduce the cost structure of its global operations, the Company commits to restructuring plans as necessary and as follows:

Global Productivity Plan

Building on the Company’s turnaround strategy, the Company announced a global productivity plan (the “Productivity Plan”) in December 2025.

The Productivity Plan is designed to further simplify processes, streamline overhead and redirect resources to the highest-value activities.

As part of the Productivity Plan the Company will reduce its global workforce by over 900 employees primarily related to professional and clerical employees, with limited impact on manufacturing or supply chain operations.

Professional and clerical employee separations in the U.S.

were mostly executed by the end of 2025, with international actions to occur throughout 2026, subject to applicable local law and consultation requirements.

The Company closed approximately 20 Yankee Candle stores in the U.S.

and Canada in January 2026.

This retail optimization aligns the brand’s footprint with modern consumer shopping behaviors and supports its multi-channel strategy.

The Company expects to record $ 75 million to $ 90 million, of restructuring and restructuring-related charges in connection with the Productivity Plan, primarily for severance and related costs, with most of the charges to be recognized by the end of 2026.

The Company commenced separation of professional and clerical employees during December 2025 and recorded $ 35 million of restructuring charges for severance and other termination benefits and $ 5 million of restructuring-related charges in connection with the Productivity Plan.

Organizational Realignment Plan

In January 2024, the Company announced an organizational realignment (the “Realignment Plan”), which is expected to strengthen the Company’s front-end commercial capabilities, such as consumer understanding and brand communication, in support of the “where to play” and “how to win” strategy choices the Company unveiled in June of 2023.

In January 2024, the Company announced a plan to strengthen its front-end commercial capabilities, such as consumer understanding and brand communication, in support of the “where to play” and “how to win” strategy choices the Company unveiled in June of 2023 (the “Realignment Plan”).

In addition to improving accountability, the Realignment Plan was designed to unlock operational efficiencies and cost savings, reduce complexity and free up funds for reinvestment.

As part of the Realignment Plan, the Company has made several operating model changes, which entailed:

standing up a cross-functional brand management organization, realigning business unit finance to fully support the new global brand management model, further simplifying and standardizing regional go-to-market organizations, and centralizing domestic retail sales teams, the digital technology team, business-aligned accounting personnel, the Manufacturing Quality team, and the Human Resources functions into the appropriate center-led teams to drive standardization, efficiency and scale with a One Newell approach.

The Company has also further optimized the Company’s real estate footprint and pursued other cost reduction initiatives.

These actions were primarily implemented by the end of 2024.

Remaining actions, subject to applicable local law and consultation requirements, are expected to be implemented by the end of fiscal year 2025.

Restructuring and restructuring-related charges associated with these actions were estimated to be in the range of $ 75 million to $ 90 million.

This estimate of charges consists primarily of $ 60 million to $ 70 million related to cash severance payments and other termination benefits, $ 11 million to $ 16 million associated with office space reduction and consolidation and approximately $ 4 million of other charges.

The Company expects the majority of the aggregate charges to be cash expenditures.

The Company commenced organizational realignment activities during the first quarter of 2024.

During the twelve months ended December 31, 2024, the Company recorded restructuring and restructuring-related charges of $ 37 million and $ 15 million, respectively.

to drive standardization, efficiency and scale with a One Newell approach.

The Company also further optimized the Company’s real estate footprint and pursued other cost reduction initiatives.

Restructuring and restructuring-related charges associated with these actions were estimated to be in the range of $ 75 million to $ 90 million, mainly for severance payments and other termination benefits, office space reduction and consolidation and other expenses.

The Company commenced organizational realignment activities during the first quarter of 2024, and such activities were fully implemented by the end of 2025.

In connection with the Realignment Plan, the Company recorded restructuring charges of $ 24 million and $ 37 million, during the twelve months ended December 31, 2025 and 2024, respectively and restructuring-related charges of $ 6 million and $ 15 million, respectively.

The Company has incurred aggregate charges of $ 82 million since inception in connection with the Realignment Plan.

In June 2024, as part of optimizing the Company’s real estate footprint, the Company entered into a lease agreement for a new location of its corporate headquarters in Atlanta, Georgia, which will allow it to consolidate five different facilities and bring together employees in the area into a single location.

Also in June 2024, the Company entered into an agreement with an unrelated third party to sell and leaseback its current headquarters facility.

The transaction closed during the fourth quarter of 2024 and the Company received cash proceeds for the sale, for a purchase price that is not material to the Company.

The Company intends to occupy the current facility while waiting to build-out the new facility, which is anticipated to be completed during the first half of fiscal year 2025.

The Company wrote down the carrying value of the assets to their fair value less cost to sell and recorded a net charge of $ 8 million inclusive of a fair market value adjustment related to the below market rental payments associated with the sale leaseback transaction, which was recorded within impairment of goodwill, intangibles and other assets in the Consolidated Statements of Operations for the twelve months ended December 31, 2024.

The net charge of $ 8 million was included in the $ 15 million restructuring-related charges mentioned above.

See Footnote 13 for further information.

Network Optimization Project

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This estimate of charges consists primarily of $ 8 million to $ 11 million related to cash severance payments and other termination benefits and approximately $ 29 million to $ 38 million associated with industrial site reductions.

The Company expects that approximately $ 35 million to $ 44 million of the aggregate charges will be cash expenditures.

In connection with the Network Optimization Project, the Company recorded restructuring charges of $ 3 million and $ 7 million for the twelve months ended December 31, 2024 and 2023, respectively.

The Company also recorded restructuring-related charges of $ 18 million and $ 16 million for the twelve months ended December 31, 2024 and 2023, respectively.

The Company has incurred aggregate charges of $ 44 million since inception of the Network Optimization Project.

There were no restructuring charges recorded during 2025 in connection with the Network Optimization Project.

The Company also recorded restructuring-related charges of $ 4 million, $ 18 million and $ 16 million for the twelve months ended December 31, 2025, 2024 and 2023, respectively.

Since inception of the Network Optimization Project, the Company has incurred aggregate charges of $ 48 million, most of which were cash expenditures.

Project Phoenix

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Project Phoenix was substantially implemented by the end of 2023 and incorporated a variety of initiatives designed to simplify the organizational structure, streamline the Company’s real estate portfolio, centralize the Company’s supply chain functions, transition to a unified One Newell go-to-market model in key international geographies, and reduce overhead costs.

The Company estimated that it will incur approximately $ 100 million to $ 130 million in restructuring and restructuring-related charges in connection with Project Phoenix.

The Company estimated that it would incur approximately $ 100 million to $ 130 million in restructuring and restructuring-related charges in connection with Project Phoenix.

These charges consist primarily of $ 80 million to $ 105 million in charges related to severance payments and other termination benefits;

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and approximately $ 5 million of other charges, including those associated with employee transition and legal costs.

The Company expects approximately $ 95 million to $ 120 million of the aggregate charges will be cash expenditures.

While the program was mostly complete by the end of 2023, charges were recognized during 2024, as the Company completed remaining actions in accordance with local regulations and consultation requirements.

While the program was mostly complete by the end of 2023, charges were recognized during 2024 and 2025, as the Company completed remaining actions in accordance with local regulations and consultation requirements.

In connection with Project Phoenix, the Company recorded restructuring charges of $ 2 million and $ 78 million for the twelve months ended December 31, 2024 and 2023, respectively.

The Company also recorded restructuring-related charges of $ 8 million and $ 19 million for the twelve months ended December 31, 2024 and 2023, respectively.

The Company has incurred aggregate charges of $ 107 million since inception of Project Phoenix.

Restructuring charges, net and restructuring-related charges incurred from inception for the Realignment Plan, Network Optimization Project and Project Phoenix (collectively, the “Plans”) were as follows (in millions):

There were no restructuring charges recorded during 2025 in connection with Project Phoenix.

The Company also recorded restructuring-related charges of $ 3 million, $ 8 million and $ 19 million for the twelve months ended December 31, 2025, 2024 and 2023, respectively.

The Company has incurred aggregate charges of $ 110 million since inception of Project Phoenix, most of which were cash expenditures.

Restructuring charges, net and restructuring-related charges incurred from inception for the Productivity Plan, Realignment Plan, Network Optimization Project and Project Phoenix (collectively, the “Plans”) were as follows (in millions):

Severance and termination costs Contract termination and other costs Total restructuring

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costs Total costs

Productivity Plan $ 35 $ — $ 35 $ 5 $ 40

Realignment Plan 58 3 61 21 82

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The Company also incurs other restructuring and restructuring-related charges in connection with various discrete initiatives.

The Company recorded $ 3 million, $ 10 million and $ 15 million of other restructuring costs during the twelve months ended December 31, 2024, 2023 and 2022, respectively.

The Company recorded $ 3 million of other restructuring costs for each of the twelve months ended December 31, 2025 and 2024 and $ 10 million for the twelve months ended December 31, 2023.

Restructuring-related charges are recorded in cost of products sold, SG&A and impairment of other assets in the Consolidated Statements of Operations based on the nature of the underlying charges incurred.

During the twelve months ended December 31, 2024, 2023 and 2022, the Company recorded other restructuring-related charges of $ 16 million, $ 64 million and $ 24 million, respectively.

During the twelve months ended December 31, 2025, 2024 and 2023, the Company recorded restructuring-related charges associated with various discrete initiatives of $ 10 million, $ 16 million and $ 64 million, respectively.

Restructuring costs incurred by reportable business segment for all restructuring activities for the years ended December 31, are as follows (in millions):

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Accrued restructuring costs activity for the year ended December 31, 2025 are as follows (in millions):

Balance at December 31, 2023 Restructuring Costs, Net Payments Balance at December 31, 2024

Balance at December 31, 2024 Restructuring Costs, Net Payments Foreign Currency and Other Balance at December 31, 2025

Severance and termination costs $ 12 $ 60 $ ( 36 ) $ ( 2 ) $ 34

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Accrued restructuring costs activity for the year ended December 31, 2024 are as follows (in millions):

Balance at December 31, 2022 Restructuring Costs, Net Payments Foreign Currency and Other Balance at December 31, 2023

Balance at December 31, 2023 Restructuring Costs, Net Payments Balance at December 31, 2024

Severance and termination costs $ 30 $ 40 $ ( 58 ) $ 12

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$ 1,209 $ 1,157

The Company wrote-off $ 940 million of fully depreciated property, plant and equipment (including the accumulated depreciation associated with those assets), net book value of zero , as of December 31, 2025.

The write-off did not affect the Company’s Consolidated Balance Sheet, Statement of Operations, Statement of Cash Flows, or Statement of Stockholders’ Equity.

Depreciation expense was $ 186 million, $ 188 million and $ 225 million in 2025, 2024 and 2023, respectively.

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December 31, 2024

Net Book Value at December 31, 2022 Impairment Charges Foreign

Net Book Value at December 31, 2023 Foreign

Value Gross Carrying Amount Accumulated Impairment Charges

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Value Amortization

Tradenames - indefinite life (1)

$ 844 $ — $ 844 $ 1,535 $ — $ 1,535 N/A

Tradenames - indefinite life $ 553 $ — $ 553 $ 844 $ — $ 844 N/A

Tradenames - other 537 ( 186 ) 351 531 ( 135 ) 396 2 - 15

Capitalized software (a)

212 ( 95 ) 117 661 ( 543 ) 118 3 - 12

Capitalized software 661 ( 543 ) 118 628 ( 512 ) 116 3 - 12

Patents and intellectual property — — — 13 ( 13 ) — 3 - 14

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$ 2,315 $ ( 681 ) $ 1,634 $ 3,074 $ ( 1,066 ) $ 2,008

(1) In alignment with the Company’s strategy, the Company determined that certain tradenames with aggregate carrying values of $ 322 million no longer met the criteria to be classified as indefinite-lived tradenames effective January 1, 2024.

The estimated useful lives range from 10 to 15 years, which increased the Company’s annual amortization expense by approximately $ 25 million.

(a) The Company wrote-off $ 464 million of fully amortized capitalized software (including the accumulated amortization associated with those assets), with net book value of zero , as of December 31, 2025.

The write-off did not affect the Company’s Consolidated Balance Sheet, Statement of Operations, Statement of Cash Flows, or Statement of Stockholders’ Equity.

Amortization expense for intangible assets was $ 125 million, $ 135 million and $ 109 million in 2025, 2024 and 2023, respectively.

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Thereafter 587

During 2025, the Company elected to perform qualitative assessments for two indefinite-lived tradenames in the L&D segment, with total carrying values of $ 119 million.

Based on the qualitative assessments, the Company concluded there were no events or circumstances that rise to a level that would more likely than not reduce the fair value of those indefinite-lived tradenames below the carrying value;

therefore, a quantitative impairment analysis was not required for these indefinite-lived tradenames in the L&D segment.

The Company elected to perform quantitative assessments for two indefinite-lived tradenames in both of the H&CS and L&D segments with total carrying values of $ 567 million and $ 203 million, respectively.

The Company recorded non-cash impairment charges of $ 163 million and $ 127 million associated with two tradenames in the H&CS segment and $ 50 million associated with one tradename in the L&D segment, as the carrying values exceeded the fair values.

During 2025, the Company elected to perform a qualitative assessment for the Writing reporting unit, with goodwill of $ 1.93 billion and concluded that there were no events or circumstances that rise to a level that would more likely than not reduce the fair value of the reporting unit below the carrying value;

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The Company elected to perform quantitative assessments for the Commercial and Baby reporting units with goodwill of $ 747 million and $ 415 million, respectively.

Based on the Company’s quantitative assessments, no impairment charges were recorded for the Commercial and Baby reporting units.

During 2024, the Company elected to perform qualitative assessments for two indefinite-lived tradenames in the L&D segment, with total carrying values of $ 119 million.

Based on the qualitative assessments, the Company concluded there were no events or circumstances that rise to a level that would more likely that not reduce the fair value of those indefinite-lived tradenames below the carrying value;

therefore, a quantitative impairment analysis was not required for two indefinite-lived tradenames in the L&D segment.

The Company elected to perform quantitative assessments for indefinite-lived tradenames in the H&CS and L&D segments with total carrying values of $ 725 million.

Refer to the following table for the results of the quantitative assessments.

Based on the Company’s quantitative assessments, no goodwill impairment charges were recorded for the Commercial and Baby reporting units.

The impairment charges for goodwill and indefinite-lived tradenames were recorded in the Company’s reporting segments as follows for the years ended December 31, (in millions):

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$ 340 $ 345 $ 339

(1) During the fourth quarter of 2024, in conjunction with its annual impairment testing, the Company recorded non-cash impairment charge of $ 85 million associated with one tradename in the H&CS segment, as the carrying value exceeded the fair value.

(a) During the fourth quarter of 2025, in conjunction with its annual impairment testing, the Company recorded non-cash impairment charge of $ 290 million associated with two tradenames in the H&CS segment and $ 50 million associated with one tradename in the L&D segment, as the carrying values exceeded the fair values.

The decline in the fair value of the tradenames in the H&CS and L&D segments resulting in the aforementioned non-cash impairment charges was the result of downward revision of forecasted cashflows and increase in the reporting units’ discounts rates primarily due to increased risk premium applied to enable reconciliation to the Company's total enterprise value, given the decline in the Company’s stock price since the last annual impairment test.

A hypothetical 10% reduction in the forecasted revenue and residual (excess) cash flows used in the excess earnings method applied in determining the fair value of the tradenames would have resulted in an incremental impairment charge in the H&CS segment of $ 28 million.

A hypothetical 10% reduction in the forecasted revenue used in the relief from royalty method in determining the fair value of the tradename would have resulted in an incremental impairment charge in the L&D segment of $ 1 million.

(b) During the fourth quarter of 2024, in conjunction with its annual impairment testing, the Company recorded non-cash impairment charge of $ 85 million associated with one tradename in the H&CS segment, as the carrying value exceeded the fair value.

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During the third quarter of 2024, the Company recorded non-cash impairment charges of $ 190 million and $ 70 million for the indefinite-lived tradenames in the H&CS and in the L&D segments, respectively, as the carrying values exceeded their fair values.

(2) During the fourth quarter of 2023, in conjunction with its annual impairment testing, the Company recorded a non-cash impairment charge of $ 68 million associated with two tradenames in the H&CS segment, as the carrying values exceeded the fair values.

(c) During the fourth quarter of 2023, in conjunction with its annual impairment testing, the Company recorded a non-cash impairment charge of $ 68 million associated with two tradenames in the H&CS segment, as the carrying values exceeded the fair values.

The decline in the fair values of the tradenames in the H&CS segment were due to current market contraction, reflecting a reset of demand levels.

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The Company performed a quantitative impairment test and determined that the Baby reporting unit goodwill was impaired and recorded a non-cash impairment charge of $ 241 million as the carrying value of the reporting unit exceeded its fair value.

During the second quarter of 2023, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the H&CS segment as a result of a downward revision of forecasted cash flows due to softening global demand, primarily caused by continued inflationary pressure that is impacting discretionary spending behavior of consumers, as well as rising interest rates.

During the second quarter of 2023, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the H&CS segment as a result of a downward revision of forecasted cash flows due to softening global demand, primarily caused by continued inflationary pressure impacting discretionary spending behavior of consumers, as well as rising interest rates.

The Company performed a quantitative impairment test and determined that the indefinite-lived tradename in the H&CS segment was impaired.

During the second quarter of 2023, the Company recorded a non-cash impairment charge of $ 8 million, as the carrying value of the tradename exceeded its fair value.

(3) During the fourth quarter of 2022, in conjunction with its annual impairment testing, the Company recorded aggregate non-cash impairment charges of $ 270 million associated with two tradenames in the H&CS segment and one tradename in the L&D segment, as the carrying values exceeded their fair values.

The decline in fair values for one tradename in the H&CS segment and the tradename in the L&D segment reflected a further downward revision to the forecasted cash flows used in connection with the third quarter triggering event assessment, driven by inflationary pressures which are impacting discretionary spending behavior of consumers at higher rates than previously expected, including higher than expected overhead costs.

The decline in fair value for the remaining tradename in the H&CS segment reflected a change in management’s assumptions, including the timing of a labor shortage recovery in a certain international market, which negatively impacted the long-term profitability estimates used to develop the forecasted cash flow projections for the annual impairment test.

During the third quarter of 2022, the Company concluded that a triggering event had occurred for two indefinite-lived tradenames in the H&CS segment, as a result of a downward revision of forecasted cash flows due to softening global demand, as retailers significantly pulled back on orders in an effort to rebalance inventory and rising interest rates.

The decline in global demand is driven primarily by inflationary pressures which are impacting the discretionary spending behavior of consumers.

The Company also concluded that a triggering event had occurred for two indefinite-lived tradenames in the L&D segment, as a result of rising interest rates and inflationary pressures.

The Company performed a quantitative impairment test and determined that the indefinite-lived tradenames in the H&CS segment and two indefinite-lived tradenames in the L&D segment were impaired.

During the third quarter of 2022, the Company recorded an aggregate non-cash impairment charge of $ 40 million, as the carrying values of these tradenames exceeded their fair values.

The Company continues to evaluate its brand strategy including the assessment of indefinite-lived criteria which may impact the future estimated intangible amortization.

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Accrued income taxes 23 88

Accrued marketing and freight expenses 73 71

Accrued interest expense 72 74

Accrued self-insurance liabilities, contingencies and warranty 68 92

Other 544 411

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Payments for annual rebates and other customer programs are generally made in the first quarter of the year.

Self-insurance liabilities relate to casualty liabilities such as workers’ compensation, general and product liability and auto liability and are estimated based upon historical loss experience combined with actuarial evaluation methods, review of significant individual files and the application of risk transfer programs.

Included in Other are self-insurance liabilities that relate to casualty liabilities such as workers’ compensation, general and product liability and auto liability and are estimated based upon historical loss experience combined with actuarial evaluation methods, review of significant individual files and the application of risk transfer programs.

Footnote 8 — Debt

The following is a summary of outstanding debt, net of unamortized issuance costs and original issue discount, at December 31, (in millions):

4.000 % senior notes due 2024 (1)

4.875 % senior notes due 2025

3.900 % senior notes due 2025 (a)

4.200 % senior notes due 2026

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5.500 % senior notes due 2046

Revolving credit facility (1) (2)

Revolving credit facility (a) (b)

Other debt 2 2

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Long-term debt $ 4,543 $ 4,508

(1) Included in short-term debt and current portion of long-term debt at December 31, 2023.

(2) Included in short-term debt and current portion of long-term debt at December 31, 2024.

In November 2024, the Company completed a registered public offering and sale of $ 750 million of aggregate principal amount of 6.375 % senior notes due 2030 (the “2030 Notes”) and $ 500 million of aggregate principal amount of 6.625 % senior notes due 2032 (the “2032 Notes”) (collectively the “Notes”) and received proceeds of approximately $ 1.24 billion, net of fees and expenses paid.

The Notes were issued pursuant to an Indenture, dated as of November 19, 2014, between the Company (formerly known as “Newell Rubbermaid Inc.”) and U.S.

Bank Trust Company, National Association (formerly known as “U.S.

Bank National Association”), as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture relating to the 2030 Notes, dated November 13, 2024 (the “First Supplemental Indenture”), by and between the Company and the Trustee, and the Second Supplemental Indenture relating to the 2032 Notes, dated November 13, 2024 (the “Second Supplemental Indenture” and, collectively with the First Supplemental Indenture, the “Supplemental Indentures”), by and between the Company and the Trustee.

The Supplemental Indentures provide, among other things, that the Notes are senior unsecured obligations of the Company and include covenants that limit the ability of the Company and its subsidiaries to incur or guarantee additional debt, create or permit certain liens, redeem or repurchase certain debt, consummate certain asset sales, make certain loans and investments, consolidate, merge, or sell all or substantially all of the Company and its subsidiaries assets, enter into certain transactions with affiliates and pay distributions on, or redeem or repurchase the Company’s capital stock, subject in each case to certain qualifications and exceptions, including the termination of certain of these covenants upon the Notes receiving investment grade credit ratings.

The Company used the proceeds of the offering to fully redeem its outstanding 4.875 % senior notes due 2025 and to redeem in part its outstanding 4.200 % senior notes due 2026.

In November 2024, the Company fully redeemed its 4.875 % notes due 2025 at a redemption price equal to 100 % of the outstanding aggregate principal amount of the notes, plus accrued unpaid interest to the date of the redemption.

The total consideration was approximately $ 511 million.

The Company also partially redeemed $ 750 million of the outstanding aggregate amount of the 4.200 % senior notes due 2026 at a redemption price of 101.006 %.

The total consideration, including accrued unpaid interest to the date of its redemption was approximately $ 764 million.

As a result of the aforementioned redemptions, the Company recorded a total loss on debt extinguishment of $ 13 million.

In December 2024, the Company repaid the outstanding aggregate principal amount of its 4.000 % senior notes, plus accrued and unpaid interest upon maturity for total consideration of $ 205 million.

Rating Downgrades

In February 2024, Moody’s Corporation (“Moody’s”) and S&P Global Inc.

(“S&P”) downgraded the Company’s senior unsecured debt rating to “Ba3” and “BB-”, respectively.

As a result, the Company’s outstanding senior notes aggregating to approximately $ 3.1 billion at that time (the “Coupon-Step Notes”) were subject to an interest rate increase of 25 basis points for each downgrade, or 50 basis points in the aggregate.

The change to the interest rate due to the Moody’s and S&P downgrades collectively increased the Company’s interest expense by approximately $ 16 million on an annualized basis at the time of the downgrades (approximately $ 12 million in 2024).

The partial redemption of the 4.200 % senior notes due 2026 during the fourth quarter of 2024 decreased the aggregate amount of the Coupon-Step Notes to $ 2.3 billion, resulting in a reduction of the Company’s annualized interest expense impact of the February 2024 Moody’s and S&P downgrades by approximately $ 4 million, reducing the aggregate annualized impact of the downgrades to approximately $ 12 million beginning in 2025.

(a) Included in short-term debt and current portion of long-term debt at December 31, 2024.

(b) Included in short-term debt and current portion of long-term debt at December 31, 2025.

In May 2025, in an offering exempt from the registration requirements of the Securities Act of 1933 and all state securities laws, the Company completed the offering and sale of $ 1.25 billion of 8.500 % senior notes due 2028 (the “2028 Notes”) and received proceeds of approximately $ 1.23 billion, net of fees and expenses paid.

The 2028 Notes were issued pursuant to an indenture, dated as of May 22, 2025, between the Company and U.S.

Bank Trust Company, National Association (the “Indenture”).

The Indenture provides, among other things that the 2028 Notes are senior unsecured obligations of the Company and includes covenants that limit the ability of the Company and its subsidiaries to incur or guarantee additional debt, create or permit certain liens, redeem or repurchase certain debt, consummate certain assets sales, make certain loans and investments, consolidate, merge or sell all or substantially all of the Company and its subsidiaries assets, enter into certain transactions with affiliates and pay distributions on, or redeem or repurchase the Company’s capital stock, subject in each case to certain qualifications and exceptions, including the termination of certain of these covenants upon the 2028 Notes receiving investment grade credit ratings.

The Company used the proceeds of the offering to fully redeem its outstanding 4.200 % senior notes due 2026 (the “2026 Notes”).

In June 2025, the Company fully redeemed its 2026 Notes at a redemption price equal to 100.757 % of the outstanding aggregate principal amount of the notes, plus accrued unpaid interest to the redemption date.

The total consideration was approximately $ 1.25 billion.

As a result of the redemption, the Company recorded a loss on debt extinguishment of $ 13 million.

In November 2025, the Company repaid the outstanding principal of its 3.900 % senior notes due 2025, plus accrued and unpaid interest upon maturity for total consideration of $ 48 million.

Revolving Credit Facility

At December 31, 2023, the Company maintained a $ 1.5 billion senior unsecured revolving credit facility (the “Credit Revolver”) maturing in August 2027.

On March 27, 2023, the Company entered into an amendment (the “First Amendment”) to (i) include non-cash expenses resulting from grants of stock awards among the items that may be added to Consolidated Net Income when calculating Consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), as defined in the First Amendment, and (ii) lower the Interest Coverage Ratio, as defined in the First Amendment, for the fiscal quarters ending on June 30, 2023, September 30, 2023, December 31, 2023 and March 31, 2024.

On February 7, 2024, the Company, certain of its subsidiaries, as subsidiary borrowers, and certain of its subsidiaries, as subsidiary guarantors, entered into a second amendment to the Credit Revolver agreement (the “Second Amendment”).

The Second Amendment, among other things, (i) reduced the commitments of the lenders from $ 1.5 billion to $ 1.0 billion, (ii) replaced the Company’s existing financial covenants with new financial covenants testing the Company’s Collateral Coverage Ratio and Total Net Leverage Ratio (each further defined in the Second Amendment), (iii) required the Company and certain of the Company’s domestic and foreign subsidiaries (collectively, the “Guarantors”) to guarantee all obligations under the Credit Revolver including, without limitation, obligations in respect of extensions of credit to any of the borrowers, certain hedging obligations, certain cash management obligations, and certain supply chain financing obligations, and (iv) required the Company and the other Guarantors to grant a lien and security interest in certain of its assets consisting of eligible accounts receivable, eligible inventory, eligible equipment and eligible intellectual property, and all products and proceeds of the foregoing, subject to certain limitations.

See Footnote 1 for further information with respect to the Company’s Supplier Finance Programs.

The Company maintains a $ 1.00 billion senior secured revolving credit facility (the “Credit Revolver”) maturing in August 2027.

Under the Credit Revolver, the Company may borrow funds on a variety of interest terms.

The Credit Revolver agreement (i) requires the Company to satisfy financial covenants testing the Company’s Collateral Coverage Ratio and Total Net Leverage Ratio (each further defined in the Credit Revolver, as amended), (ii) requires the Company and certain of its domestic and foreign subsidiaries (the “Guarantors”) to guaranty Company obligations under the Credit Revolver and (iii) requires the Company and other Guarantors to grant a lien and security interest in certain assets consisting of eligible accounts receivables, eligible inventory, eligible equipment and eligible intellectual property, and all products and proceeds of the foregoing, subject to certain limitations.

Other than outstanding borrowings under the Credit Revolver, availability under the Credit Revolver is subject to change in accordance with the terms of the agreement, including in response to changes in the Company’s pledged collateral value or outstanding letters of credit under the Credit Revolver.

At December 31, 2025, there was $ 852 million of availability under the Credit Revolver, based on the value of the pledged collateral and prior to giving effect to outstanding borrowings and letters of credit.

The Credit Revolver provides for the issuance of up to $ 150 million of letters of credit, so long as there is sufficient availability for borrowing under the Credit Revolver.

At December 31, 2024, the Company had $ 40 million of outstanding borrowings under the Credit Revolver and approximately $ 35 million of outstanding standby letters of credit issued against the Credit Revolver, with a net availability of approximately $ 925 million.

Availability under the Credit Revolver is subject to change in accordance with the terms thereof, including in response to changes to the Company’s pledged collateral value or outstanding borrowings and letters of credit under the Credit Revolver.

At December 31, 2025, the Company had approximately $ 37 million of outstanding standby letters of credit issued against the Credit Revolver and $ 130 million of outstanding borrowings under the Credit Revolver resulting in a net availability of approximately $ 685 million.

Rating Downgrades

During the second quarter of 2025, Moody’s Corporation (“Moody’s”) and S&P Global Inc.

(“S&P”) downgraded the Company’s senior unsecured debt rating to “B1” and “B+”, respectively.

As a result, certain of the Company’s outstanding senior notes aggregating to approximately $ 1.08 billion (the “Coupon-Step Notes”) were subject to an interest rate adjustment of 25 basis points for each downgrade, or 50 basis points in the aggregate, with such adjustments taking effect in the fourth quarter of 2025.

The change to the interest rate due to the downgrades will increase the Company’s interest expense by approximately $ 5 million on an annualized basis (approximately $ 1 million in 2025).

During the fourth quarter of 2025, Moody’s further downgraded the Company’s senior unsecured debt rating to “B2”, with no consequent effect on the interest rates applicable to the Coupon-Step Notes, as the Company has reached the maximum provision under the affected bonds.

Future Debt Maturities

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$ 130 $ 500 $ 1,252 $ 500 $ 750 $ 1,586 $ 4,718

The indentures governing the Company’s senior notes contain usual and customary nonfinancial covenants, as well as additional covenants contained in the 2030 Notes and 2032 Notes, such as described above.

The indentures governing the Company’s senior notes contain usual and customary nonfinancial covenants, with the 2028 Notes containing additional covenants, such as described above, and the 6.375 % notes due 2030 and the 6.625 % notes due 2032 likewise containing additional covenants consistent with the 2028 Notes.

The Company’s borrowing arrangements other than the senior notes contain usual and customary nonfinancial covenants and certain financial covenants, including minimum collateral coverage and net leverage ratios.

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Senior notes $ 4,493 $ 4,541 $ 4,624 $ 4,553

The carrying amounts of all other significant debt approximates fair value.

The carrying amounts of all other debt approximates fair value.

Footnote 9 — Derivatives and Foreign Currency Operations

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Fixed rate swaps would be used to reduce the Company’s risk of the possibility of increased interest costs.

The settlement of interest rate swaps is included in interest expense.

Fair Value Hedges

At December 31, 2024, the Company had approximately $ 1.0 billion notional amount of interest rate swaps that exchange a fixed rate of interest for a variable rate of interest plus a weighted average spread.

These floating rate swaps are designated as fair value hedges against $ 500 million of principal on the 6.375 % senior notes due 2027 and $ 500 million of principal on the 6.625 % senior notes due 2029 for the remaining life of the notes.

The settlement of interest rate swaps is included in interest expense, net in the Consolidated Statements of Operations.

At December 31, 2025, the Company had approximately $ 1.00 billion notional amount of interest rate swaps due September 2027 and September 2029 that exchange a fixed rate of interest for a variable rate of interest plus a weighted average spread.

These floating rate swaps are designated as fair value hedges against the principal of the 6.375 % senior notes due 2027 and the 6.625 % senior notes due 2029 for the remaining life of the notes.

The effective portion of the fair value gains or losses on these swaps is offset by fair value adjustments in the underlying debt.

The swap designated as a fair value hedge associated with the $ 100 million of principal on the 4.000 % senior notes due 2024, matured on December 2024, concurrent with the maturity of the notes.

Cross-Currency Contracts

The Company uses cross-currency swaps to hedge foreign currency risk on certain financing arrangements.

The Company previously entered into three cross-currency swaps, maturing in January 2025, February 2025 and September 2027, with an aggregate notional amount of $ 1.3 billion.

During the fourth quarter of 2024, the Company closed two of these cross-currency swaps, ahead of maturities of January 2025 and February 2025, with an aggregate notional amount of $ 900 million and received total consideration of approximately $ 27 million.

Also, during the fourth quarter of 2024, the Company entered into three new cross-currency swaps, two maturing in November 2026 and one in November 2028, with an aggregate notional amount of $ 770 million.

Each of these cross-currency swaps was designated as a net investment hedge of the Company’s foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a fixed rate of Euro-based interest and receives a fixed rate of U.S.

dollar interest.

During the third quarter of 2022, the Company entered into two cross-currency swaps with an aggregate notional amount of $ 1.0 billion, maturing in September 2027 and September 2029.

These swaps were designated as net investment hedges of the Company’s foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a floating rate of Euro-based interest and receives a floating rate of U.S.

These swaps mature on dates ranging from November 2026 to September 2029, with an aggregate notional amount of $ 2.13 billion.

These cross-currency swaps were designated as net investment hedges of the Company’s foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets, and the Company pays a fixed or floating rate of Euro-based interest and receives a fixed or floating rate of U.S.

dollar interest.

At December 31, 2024, the Company has cross-currency swaps outstanding with an aggregate notional amount of approximately $ 2.1 billion.

The Company has elected the spot method for assessing the effectiveness of these contracts.

During the years ended December 31, 2024, 2023 and 2022, the Company recognized income of $ 35 million, $ 38 million and $ 31 million, respectively, in interest expense, net, related to the portion of cross-currency swaps excluded from hedge effectiveness testing.

During the twelve months ended December 31, 2025, 2024 and 2023, the Company recognized income of $ 34 million, $ 35 million

and $ 38 million, respectively, in interest expense, net, in the Company’s Consolidated Statement of Operations, related to the portion of cross-currency swaps excluded from hedge effectiveness testing.

Foreign Currency Contracts

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The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges.

The effective portion of the gains or losses on these derivatives is deferred as a component of AOCL until it is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption in the statements of operations as the underlying hedged item.

The effective portion of the gains or losses on these derivatives is deferred as a component of AOCL until it is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption (net sales and cost of products sold) in the Company’s Consolidated Statement of Operations as the underlying hedged item.

At December 31, 2025, the Company had approximately $ 287 million notional amount outstanding of forward foreign currency contracts that are designated as cash flow hedges of forecasted inventory purchases and sales.

The Company also uses foreign currency contracts, primarily forward foreign currency contracts, to mitigate the foreign currency exposure of certain other foreign currency transactions.

At December 31, 2024, the Company had approximately $ 1.0 billion notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through June 2025.

Fair market value gains or losses are included in the results of operations and are classified in other (income) expense, net in the Company’s Consolidated Statements of Operations.

At December 31, 2025, the Company had approximately $ 1.11 billion notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through November 2026.

Fair market value gains or losses are included in the results of operations and are classified in other expense, net in the Company’s Consolidated Statement of Operations.

The following table presents the fair value of derivative financial instruments at December 31, (in millions):

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Cross-currency swaps Other assets — 38

Cross-currency swaps Other accrued liabilities ( 62 ) —

Cross-currency swaps Other noncurrent liabilities ( 192 ) ( 41 )

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Total $ ( 279 ) $ 22

The Company recognized income of $ 26 million, expense of $ 17 million and expense of $ 13 million in other (income) expense, net, during 2024, 2023 and 2022, respectively, related to derivatives that are not designated as hedging instruments.

The Company recognized expense of $ 53 million, income of $ 26 million and expense of $ 17 million in other expense, net, during 2025, 2024 and 2023, respectively, related to derivatives that are not designated as hedging instruments.

Gains and losses on these derivatives are generally offset by foreign currency movement in the underlying exposure.

The Company is not a party to any derivatives that require collateral to be posted prior to settlement.

The following table presents pretax gain and (loss) activity for 2024, 2023 and 2022 related to derivative financial instruments designated as effective hedges:

The following table presents pretax gain and (loss) activity for 2025, 2024 and 2023 related to derivative financial instruments designated as effective hedges (in millions):

2025 2024 2023

Gain (Loss) Gain (Loss) Gain (Loss)

(in millions) Recognized

to Income Recognized

Interest rate swaps (2)

Interest rate swaps (b)

$ — $ ( 2 ) $ — $ ( 8 ) $ — $ ( 5 )

Foreign currency contracts (3)

Foreign currency contracts (c)

( 20 ) ( 3 ) 19 ( 5 ) ( 21 ) —

Cross-currency swaps (4)

Cross-currency swaps (d)

( 270 ) — 133 — ( 80 ) —

Total $ ( 290 ) $ ( 5 ) $ 152 $ ( 13 ) $ ( 101 ) $ ( 5 )

(1) Represents effective portion recognized in Other Comprehensive Loss (“OCL”).

(2) Portion reclassified from AOCL to income recognized in interest expense, net and in loss on extinguishment of debt.

(3) Portion reclassified from AOCL to income recognized in net sales and cost of products sold.

(4) Portion reclassified from AOCL to income recognized in other (income) expense, net.

At December 31, 2024, deferred net gains of approximately $ 9 million within AOCL are expected to be reclassified to earnings over the next twelve months.

(a) Represents effective portion recognized in Other Comprehensive Loss (“OCL”).

(b) Portion reclassified from AOCL to income recognized in interest expense, net and in loss on extinguishment and modification of debt.

(d) Portion reclassified from AOCL to income recognized in other expense, net.

At December 31, 2025, net deferred losses within AOCL expected to be reclassified to earnings over the next twelve months are not expected to be material.

Foreign Currency Operations

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Income and expenses are translated at the average monthly rates of exchange in effect during the year.

Foreign currency transaction gains and losses are included in the results of operations and are generally classified in other (income) expense, net, in the Consolidated Statements of Operations.

Foreign currency transaction gains and losses are included in the results of operations and are generally classified in other expense, net, in the Consolidated Statements of Operations.

Foreign currency transaction net losses for 2025, 2024 and 2023 were $ 4 million, $ 6 million and $ 10 million, respectively.

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The service cost component of net benefit cost is recorded in cost of products sold and SG&A in the Consolidated Statements of Operations (unless eligible for capitalization) based on the employees’ respective functions.

The other components of net benefit cost are presented separately from service cost within other (income) expense, net in the Consolidated Statements of Operations.

The other components of net benefit cost are presented separately from service cost within other expense, net in the

Consolidated Statements of Operations.

In 2026, the amount of AOCL expected to be recognized related to defined benefit pension and postretirement benefit plans is expense of $ 5 million and income of $ 2 million, respectively.

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These valuations reflect the terms of the plans and use participant-specific information such as compensation, age and years of service, as well as certain assumptions, including estimates of discount rates, expected return on plan assets, rate of compensation increases, interest crediting rates and mortality rates.

The Company’s matching contributions to the Company’s contributory 401(k) plans were $ 36 million, $ 34 million and $ 37 million for 2025, 2024 and 2023, respectively.

Supplemental Executive Retirement Plans

The Company has supplemental executive retirement plans (“SERPs”), which includes features of both nonqualified defined benefit and defined contribution plans pursuant to which the Company will pay supplemental benefits to certain key employees upon retirement based upon the employees’ years of service and compensation.

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All premiums paid and proceeds received associated with the life insurance policies are included as investing activities in the Consolidated Statements of Cash Flows.

The life insurance contracts had a cash surrender value of $ 142 million at December 31, 2024 and $ 139 million at December 31, 2023.

The value of the Company’s investments in the life insurance contracts at their cash surrender value, cash and mutual funds as of December 31, 2024 and 2023, was $ 148 million and $ 141 million, respectively, and is included in other assets in the Consolidated Balance Sheets.

The projected benefit obligation was $ 86 million and $ 95 million at December 31, 2024 and 2023, respectively, and is included in other accrued liabilities in the Consolidated Balance Sheets.

In October 2025, the Company approved resolutions to terminate certain of the SERPs described above, held by the Company or certain of its subsidiaries, that provided certain participating senior executives with nonqualified, unfunded defined benefit-style retirement benefits (the “NQDB Plans”), in addition to authorizing qualified plan distributions under such plans.

The Company issued written notices to all NQDB Plan participants regarding the terminations and planned lump-sum payments of accrued benefits.

This approved termination and completed communication created an irrevocable commitment.

All accrued benefit obligations will be settled through lump-sum payments utilizing the assets described below, which the Company anticipates occurring in the fourth quarter of 2026.

At that time the Company will apply settlement accounting, which will result in the extinguishment of the Company's obligation and recognition of an estimated non-cash settlement charge of $ 8 million to $ 12 million.

The life insurance contracts funding the SERPs had a cash surrender value of $ 111 million at December 31, 2025 and $ 142 million at December 31, 2024.

The value of the Company’s investments in the life insurance contracts at their cash surrender value, cash and mutual funds funding the SERPs as of December 31, 2025 and 2024, was $ 127 million and $ 148 million, respectively, and is included in other assets in the Consolidated Balance Sheets.

Such asset values exceeded the Company’s SERPs obligation by $ 47 million and $ 62 million as of December 31, 2025 and 2024, respectively.

The projected benefit obligation and accumulated benefit obligation under the SERPs was $ 80 million and $ 86 million at December 31, 2025 and 2024, respectively, utilizing a discount rate of 4.44 % and 5.36 %, respectively.

A projected benefit obligation of $ 73 million and $ 10 million is included in current accrued liabilities and $ 7 million and $ 76 million is included in other noncurrent liabilities in the Consolidated Balance Sheets at December 31, 2025 and 2024, respectively.

The periodic SERP costs were not material for the fiscal years ending December 31, 2025, 2024 and 2023.

The life insurance policies on both active and former key employees had aggregate net death benefits of $ 197 million as of December 31, 2025.

The SERP liabilities are disclosed in the table hereafter;

however, the value of the Company’s investments in the life insurance contracts, cash and mutual funds are excluded from the table, as they do not qualify as plan assets.

The Company’s matching contributions to the Company’s contributory 401(k) plans were $ 34 million for 2024 and $ 37 million for each of 2023 and 2022.

Defined Benefit Plan

In January 2024, the Company received a court ruling with respect to determining the benefits certain pensioners related to an international subsidiary were entitled to receive upon converting their defined benefit to a defined contribution.

During the first quarter of 2024, the legal proceeding was concluded and the Company reduced its underlying pension obligation by approximately $ 11 million, with a corresponding offset to AOCL.

In April 2023, the Company completed a “buy-out” of approximately 7 % of the PBO of one of its U.K.

defined benefit pension plans (“U.K.

The “buy-out” was completed by the execution of a Deed Poll Agreement and a Deed of Assignment with an insurance company.

In September 2023, the Company completed the “buy-out” of the remaining PBO of the aforementioned plan through the execution of a Deed Poll Agreement and a Deed of Assignment with an insurance company.

In connection with these transactions, the Company recorded a pretax settlement loss of $ 66 million in other (income) expense, net, in the Company’s Consolidated Statements of Operations, related to the recognition of previously unrecognized actuarial losses reclassified from AOCL to losses.

Defined Benefit Plan Partial Buyout

In October 2023, the Company entered into an agreement with an insurance company to purchase a group annuity contract to settle approximately $ 163 million of PBO for approximately 55 % of retirees in one of its U.S.

defined benefit pension plans.

In November 2023, the Company completed the “buy-out” and in connection with the transaction, the Company recorded a pretax settlement loss of $ 60 million in other (income) expense, net, in the Company’s Consolidated Statements of Operations, related to the recognition of previously unrecognized actuarial losses reclassified from AOCL to losses.

The transaction or the transfer of the pension liability to the insurance company was funded with the plan’s existing assets.

In April 2024, the plan received a refund of approximately $ 7 million from the insurance company as a result of various data changes from the original annuity estimate.

The refund is an asset of the plan.

Other Postretirement Employee Benefit Plans

Historically the Company provided other postretirement employee benefit plans (“OPEBs”) primarily in the form of health and welfare benefits to certain of its employees.

All OPEBs are currently frozen and, therefore, are not eligible for active employees to accrue benefits.

The Company’s OPEBs benefit obligations were $ 23 million and $ 25 million as of December 31, 2025 and 2024, respectively.

There are no plan assets associated with the OPEBs;

as such, the unfunded status of such plans is equal to the OPEB benefit obligations as of December 31, 2025 and 2024.

The periodic OPEBs cost was not material for the years ended December 31, 2025, 2024 and 2023.

Defined Benefit Pension Plans

The following provides a reconciliation of benefit obligations, plan assets and funded status of the Company’s qualified noncontributory defined benefit pension plans as well as the Company’s material nonqualified retirement plans including its other postretirement benefit plans and SERPs at December 31, (dollars in millions):

Pension Benefits Postretirement Benefits SERPs

The following provides a reconciliation of benefit obligations, plan assets and funded status of the Company’s qualified noncontributory defined benefit pension plans, as well as other disclosures related to those plans at December 31, (dollars in millions):

Pension Benefits

United States International

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Curtailments, settlements and other — — ( 5 ) ( 9 )

Benefit obligation at end of year (1)

Benefit obligation at end of year (a)

$ 579 $ 598 $ 211 $ 208

Change in plan assets:

Fair value of plan assets at beginning of year (2)

Fair value of plan assets at beginning of year (b)

634 668 160 176

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Fair value of plan assets at end of year $ 652 $ 634 $ 156 $ 160

$ 634 $ 668 $ 160 $ 176 $ — $ — $ — $ —

Funded status at end of year $ 73 $ 36 $ ( 55 ) $ ( 48 )

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Prepaid benefit cost, included in other assets $ 73 $ 36 $ 16 $ 24

Accrued current benefit cost—other accrued liabilities — — ( 4 ) ( 4 ) ( 4 ) ( 4 ) ( 10 ) ( 11 )

Accrued noncurrent benefit cost— other noncurrent liabilities — — ( 68 ) ( 87 ) ( 21 ) ( 22 ) ( 76 ) ( 84 )

Accrued benefit cost:

Current benefit cost—other accrued liabilities — — ( 4 ) ( 4 )

Noncurrent benefit cost— other noncurrent liabilities — — ( 67 ) ( 68 )

Net amount recognized $ 73 $ 36 $ ( 55 ) $ ( 48 )

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Long-term rate of compensation increase — % — % 2.27 % 2.39 %

Current health care cost trend rates — % — % — % — % 6.31 % 5.87 % — % — %

Ultimate health care cost trend rates — % — % — % — % 4.84 % 4.50 % — % — %

(1) The accumulated benefit obligation for all defined benefit pension plans was $ 799 million and $ 854 million at December 31, 2024 and 2023, respectively.

The accumulated benefit obligation for the SERPs was $ 86 million and $ 95 million at December 31, 2024 and 2023, respectively.

(2) The preceding table reflects the benefit obligation associated with the Company’s pension benefits including its postretirement benefit plans and the SERPs.

There are no plan assets associated with the Company’s postretirement benefit plans.

The SERPs are primarily funded through a trust agreement with a trustee that owns life insurance policies on both active and former key employees as well as cash and mutual funds.

As of December 31, 2024 and 2023, the value of the Company’s investments in the life insurance contracts at their cash surrender value, cash and mutual funds was $ 148 million and $ 141 million, respectively, which have been excluded from the fair value of plan assets, as they do not qualify as plan assets.

Such asset values exceeded the SERPs obligation by $ 62 million and $ 46 million as of December 31, 2024 and 2023, respectively.

The current healthcare cost trend rate gradually declines through 2038 to the ultimate trend rate and remains level thereafter.

Summary of under-funded or non-funded pension benefit plans with projected benefit obligations in excess of plan assets at December 31, (in millions):

Pension Benefits

Projected benefit obligation $ 184 $ 315

Fair value of plan assets (1)

Summary of pension plans with accumulated obligations in excess of plan assets at December 31, (in millions):

Pension Benefits

Accumulated benefit obligation $ 175 $ 309

Fair value of plan assets (1)

(1) The preceding tables reflect the benefit obligation associated with the Company’s nonqualified pension benefits including its postretirement benefit plans and the SERPs.

There are no plan assets associated with the Company’s postretirement benefit plans.

The SERPs are primarily funded through a trust agreement with a trustee that owns life insurance policies on both active and former key employees as well as cash and mutual funds, which are not reflected in the fair value of plan assets above.

Pension and Postretirement Benefit Expense

The components of pension, postretirement benefit and SERPs expense for the periods indicated are as follows (dollars in millions):

(a) The accumulated benefit obligation for all defined benefit pension plans was $ 783 million and $ 799 million at December 31, 2025 and 2024, respectively.

The projected benefit obligation and associated fair value of plan assets related to underfunded or non-funded pension benefit plans was $ 100 million and $ 29 million and $ 98 million and $ 27 million as of December 31, 2025 and 2024, respectively.

The aforementioned projected benefit obligation and associated fair value of plan assets related to underfunded or non-funded pension benefit plans approximates the accumulated benefit obligations and associated fair value of plan assets at December 31, 2025 and 2024.

Defined Benefit Pension Expense

The components of pension expense for the periods indicated are as follows (dollars in millions):

Pension Benefits

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Total (income) expense $ ( 17 ) $ ( 18 ) $ 50 $ 7 $ 8 $ 79

Weighted average assumption used to calculate net periodic cost:

Weighted average assumptions used to calculate net periodic cost:

Effective discount rate for benefit obligations 5.51 % 4.94 % 5.36 % 3.81 % 3.82 % 4.07 %

4 unchanged sentences

Long-term rate of compensation increase — % — % — % 2.40 % 2.37 % 2.41 %

Postretirement Benefits SERPs

2024 2023 2022 2024 2023 2022

Interest cost $ 1 $ 1 $ 1 $ 4 $ 5 $ 3

Amortization:

Net actuarial (gain) loss ( 5 ) ( 6 ) ( 5 ) — — 1

Total (income) expense $ ( 4 ) $ ( 5 ) $ ( 4 ) $ 4 $ 5 $ 4

Weighted average assumption used to calculate net periodic cost:

Effective discount rate for benefit obligations 4.84 % 5.11 % 2.34 % 4.91 % 5.18 % 2.56 %

Effective rate for interest on benefit obligations 4.81 % 5.04 % 1.77 % 4.85 % 5.09 % 2.04 %

Effective rate for service cost 4.99 % 4.97 % 1.98 % — % — % 2.94 %

Effective rate for interest on service cost 4.90 % 4.90 % 1.67 % — % — % 2.97 %

Long-term rate of compensation increase — % — % — % 3.00 % 3.00 % 3.00 %

The components of net periodic pension, postretirement and SERPs costs other than the service cost component are included in other (income) expense, net in the Consolidated Statements of Operations.

The components of net periodic pension costs other than the service cost component are included in other expense, net in the Consolidated Statements of Operations.

Defined Benefit Pension Plan Assets

The Company employs a total return investment approach for its pension plans whereby a mix of equities and fixed income investments are used to optimize the long-term return of pension plan assets.

The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run.

Risk tolerance is established through careful consideration of plan liabilities,

plan funded status, and the Company’s financial condition.

The domestic investment portfolios contain a diversified blend of equity and fixed-income investments.

The domestic equity investments are diversified across geography and market capitalization through investments in U.S.

Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and the Company’s financial condition.

The investment portfolios contain a diversified blend of equity and fixed-income investments.

The equity investments are diversified across geography and market capitalization through investments in U.S.

large-capitalization stocks, U.S.

small-capitalization stocks and international securities.

The domestic fixed income investments are primarily comprised of investment-grade and high-yield securities through investments in corporate and government bonds, government agencies and asset-backed securities.

The fixed income investments are primarily comprised of investment-grade and high-yield securities through investments in corporate and government bonds, government agencies and asset-backed securities.

The Level 1 investments are primarily based upon quoted market prices.

The domestic Level 3 investments are primarily comprised of insurance contracts valued at contract value.

The Level 2 investments are primarily comprised of insurance contracts whose fair values are estimated based on the future cash flows to be received under the contracts discounted to the present using a discount rate that approximates the discount rate used to measure the associated pension plan liabilities.

International Level 3 investments are primarily comprised of insurance contracts valued at contract value.

Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews.

There were no domestic Level 3 investments at December 31, 2025 and 2024.

The investments excluded from the fair value hierarchy are net asset value-based (“NAV-based”) hedge fund investments that generally have a redemption frequency of 90 days or less, with various redemption notice periods that are generally less than a month.

The notice periods for certain investments may vary based on the size of the redemption.

The international Level 2 investments are primarily comprised of insurance contracts whose fair values are estimated based on the future cash flows to be received under the contracts discounted to the present using a discount rate that approximates the discount rate used to measure the associated pension plan liabilities.

The international Level 3 investments are primarily comprised of insurance contracts valued at contract value.

Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies and quarterly investment portfolio reviews.

The expected long-term rate of return for plan assets is based upon many factors, including expected asset allocations, historical asset returns, current and expected future market conditions, risk and active management premiums.

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The Company maintains numerous international defined benefit pension plans.

The asset allocations for the international investment may vary by plan and jurisdiction and are primarily based upon the plan structure and plan participant profile.

allocations for the international investment may vary by plan and jurisdiction and are primarily based upon the plan structure and plan participant profile.

The composition of domestic pension plan assets at December 31, 2025 and 2024 is as follows (in millions):

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Fair Value Measurements

Asset Category Level 1 Level 2 Level 3 Subtotal NAV-based assets Total

Asset Category Level 1 Level 2 Subtotal NAV-based assets Total

Equity securities and funds $ — $ — $ — $ 198 $ 198

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Fair Value Measurements

Asset Category Level 1 Level 2 Level 3 Subtotal NAV-based assets Total

Asset Category Level 1 Level 2 Subtotal NAV-based assets Total

Equity securities and funds $ — $ — $ — $ 121 $ 121

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Plan Assets — International Plans

December 31, 2024

Fair Value Measurements

Asset Category Level 1 Level 2 Level 3 Subtotal NAV-based assets Total

Equity securities and funds $ 4 $ 4 $ — $ 8 $ — $ 8

Fixed income securities and funds 3 5 — 8 — 8

Cash, insured assets and other 3 131 10 144 — 144

Total $ 10 $ 140 $ 10 $ 160 $ — $ 160

Plan Assets — International Plans

December 31, 2023

Fair Value Measurements

Asset Category Level 1 Level 2 Level 3 Subtotal NAV-based assets Total

December 31, 2025 December 31, 2024

Asset Category Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

Equity securities and funds $ 4 $ 4 $ — $ 8 $ 4 $ 4 $ — $ 8

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Balance at December 31, 2024 $ 10

Purchases, sales, settlements and other, net ( 184 )

Balance at December 31, 2024 and 2023 $ 10

Contributions and Estimated Future Benefit Payments

During 2025, the Company expects to make no cash contributions to its domestic defined benefit plan, approximately $ 6 million to its international defined benefit plans, $ 4 million to its other postretirement benefit plans and $ 10 million to its SERPs.

Estimated future benefit payments under the Company’s defined benefit pension plans, other postretirement benefit plans and SERPs are as follows at December 31, 2024 (in millions):

Unrealized gain 1

Balance at December 31, 2025 $ 11

Defined Benefit Pension Plan Contributions and Estimated Future Benefit Payments

During 2026, the Company expects to make no cash contributions to its domestic defined benefit plan and approximately $ 5 million to its international defined benefit plans.

Estimated future benefit payments under the Company’s defined benefit pension plans are as follows at December 31, 2025 (in millions):

2026 2027 2028 2029 2030 Thereafter

Pension benefits $ 67 $ 68 $ 66 $ 68 $ 66 $ 313

Postretirement benefits 4 4 3 3 2 9

SERPs 10 10 9 8 8 32

Footnote 11 — Income Taxes

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Total deferred ( 66 ) ( 114 ) ( 283 )

Total income tax provision (benefit) $ ( 44 ) $ ( 155 ) $ ( 40 )

Total income tax benefit $ ( 16 ) $ ( 44 ) $ ( 155 )

A reconciliation of the U.S.

statutory rate to the effective income tax rate on a continuing basis is as follows for the years ended December 31:

2024 2023 2022

statutory rate to the effective income tax rate on a continuing basis is as follows for the year ended December 31, 2025, in accordance with ASU 2023-09 (See Footnote 1 ) which was adopted prospectively (in millions):

Tax Effect Rate Impact

Federal Statutory Rate Provision (Benefit) $ ( 63 ) 21.0 %

Foreign Tax Effects:

France Statutory tax rate difference between France and the U.S.

Other 9 ( 3.0 )

Germany Effect of changes in tax laws or rate 8 ( 2.7 )

Ireland Statutory tax rate difference between Ireland and the U.S.

Qualified domestic top-up tax 9 ( 3.0 )

Other ( 4 ) 1.3

Luxembourg Changes in valuation allowance ( 14 ) 4.7

Other 5 ( 1.7 )

Switzerland Changes in valuation allowance ( 16 ) 5.3

Impairment of investment in subsidiaries ( 12 ) 4.0

Other ( 3 ) 1.0

Other foreign jurisdictions Effect of rates different than statutory 9 ( 3.0 )

Cross-Border Tax Laws:

income inclusion on asset transfers 74 ( 24.6 )

Current taxation of foreign earnings (Subpart F) 27 ( 9.0 )

Foreign tax credit ( 14 ) 4.7

Other 8 ( 2.7 )

Research and development credits ( 7 ) 2.3

Non-taxable/deductible Item:

Officer compensation 14 ( 4.7 )

Changes in unrecognized benefits 6 ( 2.0 )

Other Adjustments:

Capital loss ( 24 ) 8.0

Return to provision ( 8 ) 2.7

Surrender of Company-owned life insurance policies 18 ( 6.0 )

Effective Rate $ ( 16 ) 5.3 %

(a) The Company accounts for tax on global intangible low-taxed income (“GILTI”) as a period cost and the effects are included herein.

(b) In 2025, state and local tax expense, net of federal income tax effect, was not material in aggregate or on an individual state basis.

A reconciliation of the U.S.

statutory rate to the effective income tax rate on a continuing basis prior to the adoption of ASU 2023-09 (See Footnote 1 ) is as follows for the years ended December 31:

Statutory rate 21.0 % 21.0 %

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foreign inclusions and foreign tax credit ( 6.3 ) ( 2.4 )

( 6.3 ) ( 2.4 ) ( 43.5 )

Foreign rate differential 9.5 12.3

Change in uncertain tax positions (2)

Change in uncertain tax positions (a)

Change in valuation allowance reserve ( 1.5 ) ( 9.2 )

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Effective rate 16.9 % 28.5 %

(1) The Company accounts for tax on global intangible low-taxed income (“GILTI”) as a period cost and the effects are included herein.

(2) Includes $ 64 million, or 24.6 %, income tax benefit as a result of the completion of tax authorities’ examination in the U.S.

(a) Includes $ 64 million, or 24.6 %, income tax benefit as a result of the completion of tax authorities’ examination in the U.S.

for the years 2011 to 2015 and Brazil for years 2015 to 2017.

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foreign inclusion provisions.

The Company does not assert indefinite reinvestment on a portion of its unremitted earnings of certain foreign subsidiaries as of December 31, 2024 and recognized deferred income taxes of approximately $ 13 million, primarily related to the

future withholding tax effects of those unremitted foreign earnings.

The Company does not assert indefinite reinvestment on a portion of its unremitted earnings of certain foreign subsidiaries as of December 31, 2025 and recognized deferred income taxes of approximately $ 9 million, primarily related to the future withholding tax effects of those unremitted foreign earnings.

With respect to unremitted earnings of $ 4.40 billion and any other additional outside basis differences where the Company is continuing to assert indefinite reinvestment, any future reversals could be subject to additional foreign withholding taxes, U.S.

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The determination of any unrecognized deferred tax liabilities on the amount of unremitted earnings and other outside basis differences where the Company is asserting indefinite reinvestment is not practicable.

Income taxes paid, net of refunds by jurisdiction for the year ended December 31, 2025 are as follows (in millions):

Switzerland (c)

United Kingdom 12

Other foreign jurisdictions (d)

(a) Primarily related to the final payment of $ 31 million for the one-time toll charge incurred in 2017 related to the Tax Credits and Jobs Act.

(b) Comprised of tax payments of $ 4 million to Wisconsin and various other U.S.

states, none of which individually exceeded $ 2 million.

(d) Comprised of tax payments paid to various other foreign jurisdictions, none of which individually exceed $ 6 million.

Deferred tax assets (liabilities) consist of the following at December 31, (in millions):

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Accelerated depreciation ( 97 ) ( 110 )

Amortizable intangibles — ( 69 )

Operating lease assets ( 115 ) ( 122 )

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Approximately $ 848 million of these NOLs do not expire and approximately $ 465 million expire between 2026 and 2045.

At December 31, 2024, the Company has approximately $ 1.7 billion of post-apportioned state NOLs of which $ 782 million do not expire and $ 964 million expire between 2025 and 2044.

At December 31, 2025, the Company has approximately $ 1.90 billion of post-apportioned state NOLs of which $ 277 million do not expire and $ 1.60 billion expire between 2026 and 2045.

The Company has U.S.

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The Company has approximately $ 103 million of U.S.

capital loss carryforwards of which approximately $ 84 million were generated at December 31, 2020, $ 42 million were generated at December 31, 2021 and $ 13 million were generated at December 31, 2024.

capital loss carryforwards of which approximately $ 10 million were generated at December 31, 2024 and $ 93 million were generated at December 31, 2025.

capital loss carryforwards can be carried back three years and carried forward five years.

The Company has approximately $ 192 million of post-apportioned state capital loss carryforwards of which $ 27 million was generated at December 31, 2018, $ 148 million was generated at December 31, 2020, $ 13 million was generated at December 31, 2021 and $ 4 million was generated at December 31, 2022.

The Company has approximately $ 103 million of post-apportioned state capital loss carryforwards of which $ 25 million was generated at December 31, 2018, $ 38 million was generated at December 31, 2020, $ 14 million was generated at December 31, 2021, $ 4 million was generated at December 31, 2022, $ 3 million was generated at December 31, 2024 and $ 19 million was generated at December 31, 2025.

Of these post-apportioned state capital loss carryforwards, $ 26 million can be carried back three years and carried forward five years, and $ 77 million can be carried forward five years.

The Company had a noncurrent income tax receivable of $ 311 million and $ 290 million as of December 31, 2024 and 2023, respectively.

In 2024, the Company paid $ 25 million of tax for the one-time toll charge incurred in 2017 related to the Tax Credits and Jobs Act as the Internal Revenue Service (“IRS”) has not yet processed the amended 2017 tax return, which the Company filed during the year ended December 31, 2022.

The 2017 U.S.

federal income tax return was amended to carry back foreign tax credits generated in 2018 and capital losses generated in 2018 and 2020.

The Company had a noncurrent income tax receivable (see subsequent discussion) of $ 352 million and $ 311 million as of December 31, 2025 and 2024, respectively and a noncurrent income tax payable of $ 13 million as of December 31, 2025.

The Company routinely reviews valuation allowances recorded against deferred tax assets on a more likely than not basis as to whether the Company will realize the deferred tax assets.

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A valuation allowance of $ 152 million and $ 171 million was recorded against certain deferred tax asset balances at December 31, 2025 and 2024, respectively.

For 2025, the Company recorded a net valuation allowance decrease of $ 19 million, primarily related to profitability and expected utilization of NOLs in Luxembourg, Switzerland, and China, the write-off of NOLs and corresponding valuation allowances due to liquidation of various subsidiaries in Canada, Netherlands and Russia, netted with recording additional valuation allowances related to other miscellaneous changes in the U.S., state and non-U.S.

related to ongoing operations.

For 2024, the Company recorded a net valuation allowance decrease of $ 13 million, primarily related to the utilization of NOLs in Argentina due to improved ongoing operations, the write-off of NOLs, capital losses and corresponding valuation allowances due to liquidation of various subsidiaries in Canada, Luxembourg and Hong Kong, netted with recording additional valuation allowances due to excess interest expense in Luxembourg, as well as other miscellaneous changes in the U.S., state and non-U.S.

valuation allowances related to ongoing operations.

For 2023, the Company recorded a net valuation allowance increase of $ 36 million, primarily related to NOLs in Switzerland, Luxembourg and Argentina and capital losses in Hong Kong, netted with a write-off of NOLs and the related valuation allowance resulting from the liquidation of various subsidiaries in Luxembourg, Netherlands and China, as well as other miscellaneous changes in the U.S., state and non-U.S.

valuation allowances related to ongoing operations.

The following table summarizes the changes in gross unrecognized tax benefits periods indicated are as follows (in millions):

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The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as a component of income tax expense.

During 2024, the Company recognized an income tax benefit on interest and penalties of $ 12 million, due to the effective settlement of various tax positions under examination by the IRS further described hereafter, and offset by the accrual of current year interest on existing positions.

During 2023 and 2022, the Company recognized income tax expense on interest and penalties of $ 9 million and $ 5 million, respectively, due to the accrual of current year interest on existing positions offset by the resolution of certain tax contingencies.

The Company does not anticipate any material unrecognized tax benefits will reverse within the next 12 months.

It is reasonably possible due to statutes of limitation expiration, as well as activities of various worldwide taxing authorities, including proposed assessments of additional tax and possible settlement of audit issues, that additional changes to the Company’s unrecognized tax benefits could occur.

During 2025 and 2023, the Company recognized an income tax benefit on interest and penalties of $ 8 million and $ 9 million, respectively, due to the accrual of current year interest on existing positions and offset by the resolution of certain tax contingencies.

During 2024, the Company recognized income tax benefit on interest and penalties of $ 12 million due to the effective settlement of various tax positions under examination by the Internal Revenue Service (“IRS”) and offset by the accrual of current year interest on existing positions.

The Company files numerous consolidated and separate income tax returns in the U.S.

federal jurisdiction and various state and foreign jurisdictions.

The statute of limitations for the Company’s U.S.

federal income tax returns has expired for years prior to 2011 and for 2016.

With few exceptions, the Company is no longer subject to other income tax examinations for years before 2016.

In the normal course of business, the Company is subject to audits by worldwide taxing authorities regarding various tax liabilities.

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income tax returns for various years, are under examination.

On May 14, 2024, the Company received a Statutory Notice of Deficiency (“Notice”) from the IRS for the tax years 2011 to 2015.

In April 2025, the Company paid $ 31 million of tax for the one-time toll charge incurred in 2017 related to the Tax Credits and Jobs Act, due to the IRS having not yet processed the amended 2017 return, which the Company filed during the year ended December 31, 2022.

This resulted in an increase to the Company’s noncurrent income tax receivable.

In June 2025, the Company filed its amended 2019 U.S.

federal income tax return to carry back capital losses generated in 2020.

This resulted in an increase in income tax expense of $ 3 million and an aggregate increase in noncurrent income taxes receivable of $ 10 million, and an increase in deferred tax liabilities of approximately $ 13 million.

In May 2024, the Company received a Statutory Notice of Deficiency (“Notice”) from the IRS for the tax years 2011 to 2015.

The Company agreed to certain adjustments raised by the IRS in the Notice.

Accordingly, the Company has concluded that various

income tax positions taken by the Company have been effectively settled, with the exception of the matter the Company intends to dispute as further described hereafter.

Accordingly, the Company has concluded that various income tax positions taken by the Company have been effectively settled, with the exception of the matter the Company intends to dispute as further described hereafter.

On July 19, 2024, the Company filed a petition in the U.S.

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If the IRS prevails in the assessment of additional tax, interest and penalties in excess of the Company’s current reserves, such outcome could have a material adverse effect on the Company’s financial position and results.

The Company files numerous consolidated and separate income tax returns in the U.S.

federal jurisdiction and various state and foreign jurisdictions.

The statute of limitations for the Company’s U.S.

federal income tax returns has expired for years prior to 2011 and for 2016.

With few exceptions, the Company is no longer subject to other income tax examinations for years before 2016.

Footnote 12 — Leases

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Total lease liabilities $ 546 $ 528

In June 2024, as part of optimizing the Company’s real estate footprint, the Company entered into a lease agreement for a new location of its corporate headquarters in Atlanta, Georgia.

Upon control of the leased premises, the Company recorded the lease liability and right of use asset with an initial lease term of 14.5 years.

See Footnote 4 for further information.

Components of lease expense for the years ended December 31, are as follows (in millions):

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Operating lease cost:

Operating lease cost (1)

Operating lease cost (a)

$ 156 $ 161 $ 172

Variable lease costs (2)

Variable lease costs (b)

Finance lease cost:

Amortization of leased assets — — 1

(1) Includes short-term leases, which are immaterial.

(2) Consists primarily of additional payments for non-lease components, such as maintenance costs, payments of taxes and additional rent based on a level of the Company’s retail store sales.

(a) Includes short-term leases, which are immaterial.

(b) Consists primarily of additional payments for non-lease components, such as maintenance costs, payments of taxes and additional rent based on a level of the Company’s retail store sales.

Remaining lease term and discount rates for operating leases at December 31, are as follows:

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Footnote 13 — Weighted Average Shares Outstanding

The computations of the weighted average shares outstanding for the years ended December 31, are as follows (in millions):

2024 2023 2022

Basic weighted-average shares outstanding 415.5 414.1 415.7

Dilutive securities (1)

Diluted weighted-average shares outstanding 415.5 414.1 417.4

(1) For 2024 and 2023, 3.4 million and 1.5 million, respectively, potentially dilutive share-based awards were excluded as their effect would be anti-dilutive.

At December 31, 2024, 2023 and 2022, there were 0.7 million, 0.8 million and 0.1 million, respectively, potentially dilutive restricted stock awards with performance-based targets that were not met and as such, have been excluded from the computation of diluted earnings per share.

The basic and diluted weighted average shares outstanding for the years ended December 31, 2025, 2024 and 2023 were 418.2 million, 415.5 million and 414.1 million, respectively.

For 2025, 2024 and 2023, 4.6 million, 3.4 million and 1.5 million, respectively, potentially dilutive share-based awards were excluded as their effect would be anti-dilutive.

At December 31, 2025, 2024 and 2023, there were zero , 0.7 million and 0.8 million, respectively, potentially dilutive restricted stock awards with performance-based targets that were not met and as such, have been excluded from the computation of diluted earnings per share.

For 2025, 2024 and 2023 dividends and equivalents for share-based awards expected to be forfeited did not have a material impact on net income for basic and diluted earnings per share.

Share Repurchase Program

On February 6, 2022, the Company’s Board of Directors authorized a $ 375 million Share Repurchase Program (“SRP”), which expired on December 31, 2022.

Under the SRP, the Company was able to purchase its common shares in the open market, in negotiated transactions or in other manners, as permitted by federal securities laws and other legal requirements.

On February 25, 2022, the Company repurchased $ 275 million of its shares of common stock beneficially owned by Carl C.

Icahn and certain of his affiliates, at a purchase price of $ 25.86 per share, the closing price of the Company’s common shares on February 18, 2022.

In April 2022, the Company repurchased approximately $ 50 million of its shares of common stock at an average purchase price of $ 22.01 per share.

No further repurchases were made prior to the expiration of the SRP.

Footnote 14 — Share-Based Compensation

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Time-Based RSUs have dividend equivalents credited to the recipient that are paid only to the extent the applicable service criteria is met, the Time-Based RSUs vest and the related stock is issued.

Performance-based restricted stock unit awards (“Performance-Based RSUs”) represent the right to receive unrestricted shares of stock based on continuous employment plus the achievement of Company performance objectives and/or individual performance

goals established by the Compensation and Human Capital Committee of the Board of Directors.

Such awards are generally subject to forfeiture if employment terminates prior to vesting, except a termination for death, disability or retirement.

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Granted 8.5 7

Grant adjustment (1)

Grant adjustment (a)

Vested ( 4.9 ) 10

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Outstanding at December 31, 2025 17.2 $ 8

Expected to vest as of December 31, 2024 (2)

(1) The grant adjustment primarily relates to an adjustment in the quantity of Performance-Based RSUs ultimately vested during 2024 that were dependent on the level of achievement of the specified performance conditions.

(2) The difference between the outstanding restricted stock units at December 31, 2024 and the restricted stock units expected to vest as of December 31, 2024 primarily relates to the expected achievement of the specified performance conditions for the respective outstanding Performance-Based RSUs.

Expected to vest as of December 31, 2025 (b)

(a) The grant adjustment primarily relates to an adjustment in the quantity of Performance-Based RSUs ultimately vested during 2025 that were dependent on the level of achievement of the specified performance conditions.

(b) The difference between the outstanding restricted stock units at December 31, 2025 and the restricted stock units expected to vest as of December 31, 2025 primarily relates to the expected achievement of the specified performance conditions for the respective outstanding Performance-Based RSUs.

The weighted-average grant-date fair values of awards granted were $ 7 , $ 8 and $ 11 per share in 2025, 2024 and 2023, respectively.

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On the same date, the Company granted time-based and performance-based restricted stock unit awards to certain key executives, other than the CEO and CFO, pursuant to the SIP.

The time-based restricted stock units granted to such other

executives pursuant to the SIP will fully vest on the one-year anniversary of the date of grant, while the performance-based restricted stock units granted to such other executives pursuant to the SIP will vest 70 % on the two-year anniversary of the grant date and 30 % on the three-year anniversary of the grant date, subject to the achievement of applicable performance measures.

The time-based restricted stock units granted to such other executives pursuant to the SIP fully vested on the one-year anniversary of the date of grant, while the performance-based restricted stock units granted to such other

executives pursuant to the SIP will vest 70 % on the two-year anniversary of the grant date and 30 % on the three-year anniversary of the grant date, subject to the achievement of applicable performance measures.

The following table summarizes the Company’s total unrecognized compensation cost related to stock-based compensation at December 31, 2025:

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Stock options 1 1

Excess tax detriments related to stock-based compensation was $ 5 million for 2024, $ 2 million for 2023 and benefit of $ 2 million for 2022.

Excess tax detriments related to stock-based compensation was $ 5 million for each of 2025 and 2024 and $ 2 million for 2023.

Footnote 15 — Fair Value Disclosures

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December 31, 2025 December 31, 2024

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

Level 1 Level 2 Total Level 1 Level 2 Total

Assets $ — $ 15 $ 15 $ — $ 98 $ 98

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For publicly-traded investment securities, including mutual funds, fair value is determined on the basis of quoted market prices and, accordingly, such investments are classified as Level 1.

Other investment securities are primarily comprised of money market accounts that are classified as Level 2.

The Company determines the fair value of its derivative instruments using standard pricing

models and market-based assumptions for all significant inputs, such as yield curves and quoted spot and forward exchange rates.

Other investment securities are primarily comprised

of money market accounts that are classified as Level 2.

The Company determines the fair value of its derivative instruments using standard pricing models and market-based assumptions for all significant inputs, such as yield curves and quoted spot and forward exchange rates.

Accordingly, the Company’s derivative instruments are classified as Level 2.

In 2019, the Company acquired an equity investment in a publicly traded Asian writing business, which is traded on an active exchange and therefore has a readily determinable fair value.

During the third quarter of 2024, the Company sold all its equity interest in the open market for proceeds of approximately $ 11 million and recorded a loss of approximately $ 2 million within other (income) expense, net in the Consolidated Statement of Operations for the twelve months ended December 31, 2024.

The Company did not have non-pension financial assets and liabilities classified as Level 3 at December 31, 2025 and 2024.

The Company adjusts its pension asset values to fair value on an annual basis (See Footnote 10 ).

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the assignment of assets and liabilities to reporting units;

and the estimation of future cash flows, business growth rates, terminal values and discount rates.

Quantitative testing of indefinite-lived intangibles under established guidelines for impairment also requires significant use of judgment and assumptions, such as the estimation of cash flow projections, terminal values, royalty rates, contributory cross charges, where applicable, and discount rates.

and the estimation of future cash flows(including net sales, gross profit and operating expenses), terminal values, discount rates and total enterprise value.

Quantitative testing of indefinite-lived intangibles under established guidelines for impairment also requires significant use of judgment and assumptions (such as estimation of future cash flows, royalty rates, terminal values, contributory cross charges, where applicable, and discount rates).

Accordingly, these fair value measurements fall in Level 3 of the fair value hierarchy.

These assets and certain liabilities are measured at fair value on a nonrecurring basis as part of the Company’s annual impairment testing and as circumstances require.

The following table summarizes the assets that are measured at fair value on a nonrecurring basis at December 1, (in millions):

Indefinite-lived intangibles $ 216 $ 544

At December 1, 2025 and 2024, the Company had indefinite-lived intangible assets classified as Level 3 of the fair value hierarchy, of $ 295 million and $ 216 million, respectively, which are measured at fair value on a non-recurring basis.

At December 31, 2025 and 2024, intangible assets of certain reporting units are recorded at fair value based upon the Company’s impairment testing.

The most significant unobservable inputs (Level 3) used to estimate the fair values of the Company’s reporting unit goodwill and indefinite-lived intangible assets are discount rates, which range from 8.5 % to 11.0 % for reporting unit goodwill and 8.5 % to 13.0 % for indefinite-lived intangible assets.

During the fourth quarter of 2024, one tradename in the Home and Commercial Solutions segment was measured at a fair value of $ 216 million.

During the fourth quarter of 2023, two tradenames within the Home and Commercial Solutions segment were measured at fair values of $ 491 million and $ 53 million.

During the fourth quarter of 2025, two tradenames within the H&CS segment were measured at fair values of $ 188 million and $ 89 million and one tradename within the L&D segment was measured at fair value of $ 18 million.

During the fourth quarter of 2024, one tradename in the H&CS segment was measured at fair value of $ 216 million.

See Footnotes 1 and 6 for further information.

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Segment Key Brands Description of Primary Products

Home and Commercial Solutions Ball (1) , Calphalon, Crockpot, FoodSaver, Mapa, Mr.

Home and Commercial Solutions Ball (a) , Calphalon, Chesapeake Bay, Crockpot, FoodSaver, Mapa, Mr.

Coffee, Oster, Rubbermaid, Rubbermaid Commercial Products, Sistema, Spontex, Sunbeam, WoodWick and Yankee Candle

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activity-based products and labeling solutions

Outdoor and Recreation Campingaz, Coleman, Contigo and Marmot Active lifestyle products for outdoor and outdoor-related activities;

Outdoor and Recreation Bubba, Campingaz, Coleman, Contigo and Marmot Active lifestyle products for outdoor and outdoor-related activities;

technical apparel and on-the-go beverageware

(1) and Ball®, TM of Ball Corporation, used under license.

During 2023, the Company implemented a new operating model intended to drive further simplification and unlock additional efficiencies and synergies within the Company.

In connection with the new operating model, the President and Chief Executive Officer of the Company, who is the CODM reviews the businesses as three operating segments:

(a) and Ball®, TMs of Ball Corporation, used under license.

The President and Chief Executive Officer of the Company, who is the Chief Operating Decision Maker (the “CODM”) reviews the businesses as three operating segments:

Home and Commercial Solutions, Learning and Development and Outdoor and Recreation.

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The CODM evaluates the segments’ operating performance based on segment operating income, defined as net sales minus cost of products sold, segment SG&A (including share-based compensation at target for operating segment employees) and other segment costs.

Segment SG&A includes an allocation of center-led corporate functions including the bonus for such corporate functions based on achieving a 100 % of the respective target.

However, the allocation of center-led corporate functions does not include share-based compensation related to such functions.

Any variability in expense from such targets, favorable or unfavorable, is retained at corporate, which would be reflected as a corporate expense.

Segment SG&A includes an allocation of center-led corporate functions including the bonus for such corporate functions based on achieving 100 % of the respective target.

However, any variability in expense from such targets, favorable or unfavorable, is retained at corporate, and would be reflected as a corporate expense.

Segment SG&A also does not include any allocation of share-based compensation related to such center-led corporate functions or any adjustments, favorable or unfavorable, between the actual share-based compensation achieved versus the share-based compensation at target for operating segment employees, which items are also reflected in corporate expense.

The CODM considers budget-to-current forecast and prior actuals-to-current forecast variances for segment operating income on a periodic basis for evaluating performance of each segment and making decisions about allocating capital and other resources to each segment.

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Consolidated Home and Commercial Solutions Learning and Development Outdoor and Recreation

Net sales (1)

Net sales (a)

$ 7,204 $ 3,772 $ 2,691 $ 741

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Segment SG&A 1,774 938 630 206

Other segment costs (2)

Other segment costs (b)

Segment operating income (loss) $ 301 $ ( 138 ) $ 464 $ ( 25 )

Corporate expenses (3)

Corporate expenses (c)

Operating income 39

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Consolidated Home and Commercial Solutions Learning and Development Outdoor and Recreation

Net sales (1)

Net sales (a)

$ 7,582 $ 4,071 $ 2,717 $ 794

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Segment SG&A 1,791 933 623 235

Other segment costs (2)

420 128 259 33

Other segment costs (b)

Segment operating income (loss) $ 385 $ ( 2 ) $ 473 $ ( 86 )

Corporate expenses (3)

Operating loss ( 85 )

Corporate expenses (c)

Operating income 67

Interest expense, net 295

Loss on extinguishment and modification of debt 14

Other expense, net 18

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Year Ended December 31, 2023

Consolidated Home and Commercial Solutions (3)

Learning and Development Outdoor and Recreation

Net sales (1)

Consolidated Home and Commercial Solutions Learning and Development Outdoor and Recreation

Net sales (a)

$ 8,133 $ 4,428 $ 2,706 $ 999

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Segment SG&A 1,766 916 621 229

Other segment costs (2)

Other segment costs (b)

420 128 259 33

Segment operating income (loss) $ 167 $ 37 $ 213 $ ( 83 )

Corporate expenses (3)

Operating income 312

Corporate expenses (c)

Operating loss ( 85 )

Interest expense, net 283

Loss on extinguishment and modification of debt 1

Other income, net ( 81 )

Income before income taxes $ 157

(1) All intercompany transactions have been eliminated.

(2) Other segment costs primarily include segment restructuring costs, net and non-cash impairment of goodwill, intangibles and other assets (see Footnotes 4 and 7, respectively for further information).

(3) Corporate expenses primarily include costs of operating as a public company including retained costs of center-led corporate functions, corporate restructuring and restructuring-related costs (see Footnote 4 for further information) and non-cash impairment of corporate assets.

Other expense, net 175

Loss before income taxes $ ( 543 )

(a) All intercompany transactions have been eliminated.

(b) Other segment costs primarily include segment restructuring costs, net and non-cash impairment of goodwill, intangibles and other assets (see Footnotes 3 and 6, respectively for further information).

(c) Corporate expenses primarily include costs of operating as a public company including retained costs of center-led corporate functions, corporate restructuring and restructuring-related costs (see Footnote 3 for further information) and non-cash impairment of corporate assets.

In addition, corporate expense includes adjustments, favorable or unfavorable, between the actual bonus achieved versus the bonus at target for center-led corporate functions, as well as adjustments, favorable or unfavorable, between the actual share-based compensation achieved versus the share-based compensation at target for operating segment employees.

Incentive compensation recorded in corporate expenses increased by $ 85 million in 2024 as compared to 2023 and $ 93 million in 2023 as compared to 2022, primarily due to improved performance relative to targets under the Company’s Management Bonus Plan and increases in the expected achievements of the specified performance conditions in the Company’s respective outstanding Performance-Based RSUs (see Footnote 15 for further information).

(4) Home and Commercial Solutions segment includes the results of operations for CH&S business through March 31, 2022, which was subsequently divested (see Footnote 2 for further information).

Incentive compensation recorded in corporate expenses decreased by $ 71 million in 2025 as compared to 2024, primarily due to weaker performance relative to targets in 2025.

For 2024, incentive compensation recorded in corporate was $ 85 million higher as compared to 2023, primarily due to improved performance relative to targets under the Company’s Management Bonus Plan and increases in the expected achievements of the specified performance conditions in the Company’s respective outstanding Performance-Based RSUs (see Footnote 14 for further information).

Depreciation and amortization by segment are as follows for the years ended December 31, (in millions):

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Outdoor and Recreation 31 39 35

Corporate (1)

Corporate (a)

$ 311 $ 323 $ 334

(1) Corporate depreciation and amortization is allocated to the segments on a percentage of sales basis, and the allocated depreciation and amortization are included in the segment operating income (loss).

(a) Corporate depreciation and amortization is allocated to the segments on a percentage of sales basis, and the allocated depreciation and amortization are included in the segment operating income (loss).

Capital expenditures by segment are as follows for the years ended December 31, (in millions):

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$ 247 $ 259 $ 284

Assets by segment are as follows at (in millions):

Assets (b) by segment are as follows at (in millions):

December 31, 2025 December 31, 2024

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$ 10,715 $ 11,004

The Company’s geographic net sales (1) (2) are as follows for the years ended December 31, (in millions):

The Company’s geographic net sales (a) (b) are as follows for the years ended December 31, (in millions):

2025 2024 2023

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$ 7,204 $ 7,582 $ 8,133

(1) All intercompany transactions have been eliminated.

(2) Geographic sales information is based on the region from which the products are shipped and invoiced.

Long-lived assets by geography are not presented because it is impracticable to do so.

The Company’s largest customer in 2024, Amazon, accounted for approximately 15 % of net sales in 2024 and 13 % in each of 2023 and 2022.

and subsidiaries (“Walmart”), the Company’s second largest customer in 2024, accounted for approximately 14 %, 15 % and 14 % of net sales in 2024, 2023 and 2022, respectively.

The following table disaggregates net sales (1) by major product grouping source for the years ended December 31, (in millions):

The following table disaggregates net sales (a) by major product grouping source for the years ended December 31, (in millions):

2025 2024 2023

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Home Fragrance 648 674 750

Connected Home and Security — — 109

Home and Commercial Solutions 3,772 4,071 4,428

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$ 7,204 $ 7,582 $ 8,133

(1) All intercompany transactions have been eliminated.

Geographic net sales (1) by segment are as follows (in millions):

North America (2)

International (2)

Geographic net sales (a) (b) by segment are as follows (in millions):

North America International Total

Year Ended December 31, 2025

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$ 5,442 $ 2,691 $ 8,133

(1) All intercompany transactions have been eliminated.

(2) Geographic sales information is based on the region from which the products are shipped and invoiced.

(a) All intercompany transactions have been eliminated.

(b) Geographic sales information is based on the region from which the products are shipped and invoiced.

Long-lived assets by geography are not presented because it is impracticable to do so.

The Company’s largest customer in 2025, Amazon, accounted for approximately 17 %, 15 % and 13 % of net sales in 2025, 2024 and 2023 respectively.

and subsidiaries, the Company’s second largest customer in 2025, accounted for approximately 13 %, 14 % and 15 % of net sales in 2025, 2024 and 2023, respectively.

Footnote 17 — Litigation and Contingencies

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Environmental Matters

The Company is involved in various matters concerning federal and state environmental laws and regulations, including matters in which the Company has been identified by the U.S.

The Company is involved in various matters concerning federal, state and foreign environmental laws and regulations, including matters in which the Company has been identified by the U.S.

Environmental Protection Agency (“U.S.

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No insurance recovery was taken into account in determining the Company’s cost estimates or reserves, nor do the Company’s cost estimates or reserves reflect any discounting for present value purposes, except with respect to certain long-term operations and maintenance CERCLA matters.

Because of the uncertainties associated with environmental investigations and response activities, the possibility that the Company could be identified as a PRP at sites identified in the future that require the incurrence of environmental response costs and the possibility that sites acquired in business combinations may require environmental response costs, actual costs to be incurred by the Company may vary from the Company’s estimates.

Because of the uncertainties associated with environmental investigations and response activities, the possibility that the Company could be identified as a PRP at

sites identified in the future that require the incurrence of environmental response costs and the possibility that sites acquired in business combinations may require environmental response costs, actual costs to be incurred by the Company may vary from the Company’s estimates.

Lower Passaic River Matter

EPA has issued General Notice Letters to over 100 entities, including the Company and its subsidiary, Berol Corporation (together, the “Company Parties”), alleging that they are PRPs at the Diamond Alkali Superfund Site (the “Site”) pursuant to CERCLA.

The Site is the subject of investigation and remedial activities and related settlement negotiations with the U.S.

The Site is divided into four “operable units,” and the Company Parties have received General Notice Letters in connection with operable Unit 2, which comprises the lower 8.3 miles of the Lower Passaic River and its tributaries (“Unit 2”), and operable Unit 4, which comprises a 17 -mile stretch of the Lower Passaic River and its tributaries (“Unit 4”).

Unit 2 is geographically subsumed within Unit 4.

In October 2021, the U.S.

EPA issued a Record of Decision for an interim remedy for the upper 9 miles of Unit 4, selecting a combination of dredging and capping as the remedial alternative, which the U.S.

EPA estimates will cost $ 441 million in the aggregate.

EPA also performed a Source Control Early Action Focused Feasibility Study for Unit 2, which culminated in a Record of Decision in 2016.

EPA estimates that the selected remedy for Unit 2 set forth in its Record of Decision will cost $ 1.4 billion in the aggregate.

Over 100 entities, including the Company and its subsidiary, Berol Corporation (together, the “Company Parties”), have been identified as PRPs at the Diamond Alkali Superfund Site (the “Site”) pursuant to CERCLA.

The Site is divided into four “operable units,” and the Company Parties have received notice letters in connection with operable Unit 4 and operable Unit 2 (which is geographically subsumed within Unit 4).

EPA has issued records of decision for Units 2 and 4 with selected remedies that it has estimated to cost approximately $ 1.80 billion in the aggregate.

In September 2017, the U.S.

EPA announced an allocation process involving roughly 80 Unit 2 General Notice Letter recipients, with the intent of offering cash-out settlements to a number of parties.

EPA announced an allocation process involving roughly 80 PRPs, with the intent of offering cash-out settlements to a number of parties.

The allocation process has concluded, and the Company Parties were placed in the lowest tier of relative responsibility among allocation parties.

On December 16, 2022, the U.S.

EPA simultaneously filed a complaint and lodged a consent decree to resolve the liability of the Company Parties and other settlement parties for past and future CERCLA response costs at Unit 2 and Unit 4.

On January 17, 2024, following review of public comments, the U.S.

EPA filed an amended complaint and lodged a modified consent decree.

EPA filed a motion to enter the modified consent decree (“Consent Decree”) on January 31, 2024, which the court granted on December 18, 2024.

On January 31, 2024, U.S.

EPA filed a motion to enter a modified consent decree to resolve the liability of the Company Parties and other settlement parties for past and future CERCLA response costs at Unit 2 and Unit 4 (“Consent Decree”), which the court granted on December 18, 2024 (the "Consent Decree Litigation").

The Court’s order entering the Consent Decree has been appealed.

As of the date of this filing, the Company does not expect that its share of payments toward the Consent Decree, if the Consent Decree is upheld following any appellate review, will be material to the Company.

In June 2018, Occidental Chemical Corporation (“OCC”) sued over 100 parties, including the Company Parties, in the U.S.

District Court in New Jersey pursuant to CERCLA, requesting cost recovery, contribution, and a declaratory judgement.

The defendants, in turn, filed claims against 42 third-party defendants, and filed counterclaims against OCC (collectively, the “OCC Litigation”).

The primary focus of the OCC Litigation has been certain past and future costs for investigation, design and remediation of Units 2 and

However, OCC has stated that it anticipates asserting claims against defendants regarding Newark Bay, which is also part of the Site, after the U.S.

In June 2018, Occidental Chemical Corporation (“OCC”), a New York corporation, sued over 100 parties, including the Company Parties, in the U.S.

District Court in New Jersey pursuant to CERCLA, requesting cost recovery, including past and future costs for investigation, design and remediation of Units 2 and 4, as well as contribution and a declaratory judgement (the “OCC Litigation”).

The defendants, in turn, filed claims against 42 third-party defendants and counterclaims against OCC.

OCC has also stated that it anticipates asserting claims against defendants regarding Newark Bay, which is also part of the Site, after the U.S.

EPA has selected the Newark Bay remedy.

OCC has also stated that it may broaden its claims in the future after completion of the Natural Resource Damage Assessment described below.

In March 2023, the Court granted an unopposed motion to stay the OCC Litigation.

On January 5, 2024, the Court granted a motion to extend the stay pending the Court’s adjudication of the then anticipated motion to enter the amended Consent Decree.

The OCC Litigation is stayed pending the Court’s adjudication of the entry of the Consent Decree.

At this time, the Company cannot predict the eventual outcome of the OCC Litigation.

In 2007, the National Oceanic and Atmospheric Administration (“NOAA”), acting as the lead administrative trustee on behalf of itself and the U.S.

Department of the Interior, issued a Notice of Intent to Perform a Natural Resource Damage Assessment to the Company Parties, along with numerous other entities, identifying the recipients as PRPs.

The federal trustees (who now include the United States Department of Commerce, represented by NOAA, and the Department of the Interior, represented by the United States Fish and Wildlife Service) are presently undertaking the Natural Resource Damage Assessment with respect to the Site.

In September 2025, OCC merged with and into an affiliated Texas limited liability company, and the surviving entity changed its name to Occidental Chemical Company, LLC.

That entity then executed a divisional merger, splitting into two entities:

Environmental Resource Holdings, LLC (“ERH”), and Occidental Chemical Corporation, a Texas corporation (“OCC TX”).

Counsel for OCC in the Consent Decree Litigation filed an updated corporate disclosure, asserting that OCC “is now known as Environmental Resource Holdings LLC.” On February 6, 2026, 35 companies filed a complaint against OCC TX in the U.S.

District Court in New Jersey, alleging that OCC’s valuable assets were transferred to OCC TX, not ERH, and requesting a declaratory judgment that OCC TX is jointly and severally liable for OCC’s CERCLA liabilities.

In addition, federal trustees, including the U.S.

Department of Commerce and Department of the Interior, continue to undertake a Natural Resource Damage Assessment with respect to the Site, having previously identified the Company Parties, along with numerous other entities, as PRPs.

Based on currently known facts and circumstances, the Company does not believe that the Lower Passaic River matter is reasonably likely to have a material impact on the Company’s results of operations.

1 unchanged sentence

French Door Countertop Ovens Recall

On September 25, 2025, the Company announced a recall in the U.S.

and Canada of certain of its Oster French Door Countertop Ovens in the H&CS segment.

The Company determined that the recalled product may present users with a potential safety concern, as the doors could unexpectedly close and pose a burn hazard to users, and the recall offers a repair kit to address the hazard.

During the year ended December 31, 2025, the Company incurred charges of $ 11 million relating to this recall representing its best estimate of risk of loss.

Other Matters

2 unchanged sentences

Historically, payments made by the Company under these agreements did not have a material effect on the Company’s business, financial condition or results of operations.

In connection with the 2018 sale of The Waddington Group, Novolex Holdings, Inc.

(the “Buyer”) filed suit against the Company in October 2019 in the Superior Court of Delaware.

The Buyer generally alleged that the Company fraudulently breached certain representations in the Equity Purchase Agreement between the Company and Buyer, dated May 2, 2018, resulting in an inflated purchase price for The Waddington Group.

In the year ended December 31, 2022, the Company recorded an immaterial reserve in its Consolidated Financial Statements based on its best estimate of probable loss associated with this matter.

In the fourth quarter of 2024, the Buyer and the Company entered into a settlement agreement resolving the dispute, and the lawsuit was dismissed with prejudice.

In connection with the Company’s sale of The United States Playing Card Company (“USPC”), Cartamundi, Inc.

and Cartamundi España, S.L., (the “Buyers”) have notified the Company of their contention that certain representations and warranties in the Stock Purchase Agreement, dated June 4, 2019, were inaccurate and/or breached, and have sought indemnification to the extent that the Buyers are required to pay related damages arising out of a third party lawsuit that was recently filed against USPC.

During the fourth quarter of 2023, the Company recorded an immaterial reserve based on the outcome of a judicial ruling relating to indirect taxes in an international entity.

During the first quarter of 2024, the Company paid the estimated liability to the relevant taxing authorities.

Although the Company cannot predict the ultimate outcome of this contingency with certainty, it believes that any additional amounts it may be required to pay will not have a material effect on the Company’s Consolidated Financial Statements.

Although the Company cannot predict the ultimate outcome of other proceedings with certainty, it believes that the ultimate resolution of the Company’s proceedings, including any amounts it may be required to pay in excess of amounts reserved, will not have a material effect on the Company’s Consolidated Financial Statements, except as otherwise described in this Footnote 17 .

3 unchanged sentences

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 8. Financial Statements and Supplementary Data