What changed in this filing

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Item 1. Financial Statements

2026-05-01 compared with 2025-10-31 · 207 added, 314 removed, 401 unchanged (57% of the section changed)

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AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS) (Unaudited)

(Amounts in millions, except per share amounts)

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net sales $ 1,549 $ 1,566

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Restructuring costs, net 7 11

Impairment of goodwill, intangibles and other assets — 260 — 266

Operating income (loss) 119 ( 121 ) 311 58

Operating income 34 21

Non-operating expenses:

Interest expense, net 84 72

Loss on extinguishment and modification of debt — — 13 1

Other (income) expense, net ( 6 ) 9 3 15

Income (loss) before income taxes 42 ( 205 ) 58 ( 181 )

Income tax provision (benefit) 21 ( 7 ) 28 ( 19 )

Net income (loss) $ 21 $ ( 198 ) $ 30 $ ( 162 )

Other expense, net 11 4

Loss before income taxes ( 61 ) ( 55 )

Income tax benefit ( 28 ) ( 18 )

Net loss $ ( 33 ) $ ( 37 )

Weighted average common shares outstanding:

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Diluted 421.6 416.8

Earnings (loss) per share:

Loss per share:

Basic $ ( 0.08 ) $ ( 0.09 )

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COMPREHENSIVE INCOME (LOSS)

Net income (loss) $ 21 $ ( 198 ) $ 30 $ ( 162 )

Three Months Ended

Net loss $ ( 33 ) $ ( 37 )

Other comprehensive income (loss), net of tax:

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Total other comprehensive income (loss), net of tax 16 ( 3 )

Total comprehensive income (loss) $ 27 $ ( 204 ) $ 3 $ ( 205 )

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Total comprehensive loss $ ( 17 ) $ ( 40 )

See Notes to Unaudited Condensed Consolidated Financial Statements.

NEWELL BRANDS INC.

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(Amounts in millions, except par values)

September 30,

2026 December 31,

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Stockholders’ equity:

Preferred stock ( 10.0 authorized shares, $ 1.00 par value, no shares issued at September 30, 2025 and December 31, 2024)

Common stock ( 800.0 authorized shares, $ 1.00 par value, 447.0 shares and 442.3 shares issued at September 30, 2025 and December 31, 2024, respectively)

Treasury stock, at cost ( 27.8 shares and 26.2 shares at September 30, 2025 and December 31, 2024, respectively)

Preferred stock ( 10.0 authorized shares, $ 1.00 par value, no shares issued at March 31, 2026 and December 31, 2025)

Common stock ( 800.0 authorized shares, $ 1.00 par value, 456.6 shares and 447.1 shares issued at March 31, 2026 and December 31, 2025, respectively)

Treasury stock, at cost ( 31.7 shares and 27.9 shares at March 31, 2026 and December 31, 2025, respectively)

( 662 ) ( 644 )

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Total liabilities and stockholders’ equity $ 10,859 $ 10,715

See Notes to Condensed Consolidated Financial Statements (Unaudited).

See Notes to Unaudited Condensed Consolidated Financial Statements.

NEWELL BRANDS INC.

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(Amounts in millions)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

Net income (loss) $ 30 $ ( 162 )

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

Net loss $ ( 33 ) $ ( 37 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 79 75

Impairment of goodwill, intangibles and other assets — 266

(Gain) loss from sale of businesses and investments ( 12 ) 2

Deferred income taxes ( 44 ) 46

Stock based compensation expense 17 16

Loss on extinguishment and modification of debt 13 1

Other, net ( 5 ) ( 5 )

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Accrued liabilities and other, net ( 249 ) ( 290 )

Net cash provided by operating activities 103 346

Net cash used in operating activities ( 233 ) ( 213 )

Cash flows from investing activities:

Capital expenditures ( 37 ) ( 59 )

Proceeds from sale of divested businesses and investments 22 14

Proceeds from settlement of swaps 9 9

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Proceeds from short-term debt, net 295 310

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 ( 1,235 ) —

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

Debt extinguishment and modification costs ( 9 ) ( 6 )

Cash dividends ( 36 ) ( 31 )

Equity compensation activity and other, net 8 ( 8 )

Net cash provided by (used in) financing activities 59 ( 64 )

Other financing activities, net 27 ( 9 )

Net cash provided by financing activities 286 270

Exchange rate effect on cash, cash equivalents and restricted cash ( 1 ) 3

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Restricted cash at end of period (Footnote 1)

See Notes to Condensed Consolidated Financial Statements (Unaudited).

See Notes to Unaudited Condensed Consolidated Financial Statements.

NEWELL BRANDS INC.

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Stock Treasury

Stock Additional Paid-In Capital Retained Earnings (Deficit) Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity

Balance at June 30, 2025 $ 445 $ ( 640 ) $ 6,834 $ ( 2,933 ) $ ( 1,014 ) $ 2,692

Comprehensive income — — — 21 6 27

Dividends declared on common stock - $ 0.07 per share

— — ( 31 ) — — ( 31 )

Equity compensation, net of tax 2 ( 4 ) 11 — — 9

Balance at September 30, 2025 $ 447 $ ( 644 ) $ 6,814 $ ( 2,912 ) $ ( 1,008 ) $ 2,697

Stock Additional Paid-In Capital Retained Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity

Balance at December 31, 2025 $ 447 $ ( 644 ) $ 6,805 $ ( 3,227 ) $ ( 990 ) $ 2,391

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Equity compensation, net of tax 10 ( 18 ) 7 — — ( 1 )

Balance at September 30, 2025 $ 447 $ ( 644 ) $ 6,814 $ ( 2,912 ) $ ( 1,008 ) $ 2,697

Balance at March 31, 2026 $ 457 $ ( 662 ) $ 6,781 $ ( 3,260 ) $ ( 974 ) $ 2,342

Stock Treasury

Stock Additional Paid-In Capital Retained Deficit Accumulated Other Comprehensive Loss Total Stockholders’ Equity

Balance at June 30, 2024 $ 441 $ ( 631 ) $ 6,887 $ ( 2,690 ) $ ( 927 ) $ 3,080

Comprehensive loss — — — ( 198 ) ( 6 ) ( 204 )

Dividends declared on common stock - $ 0.07 per share

— — ( 31 ) — — ( 31 )

Equity compensation, net of tax 1 ( 2 ) 16 — — 15

Balance at September 30, 2024 $ 442 $ ( 633 ) $ 6,872 $ ( 2,888 ) $ ( 933 ) $ 2,860

Balance at December 31, 2024 $ 442 $ ( 634 ) $ 6,866 $ ( 2,942 ) $ ( 981 ) $ 2,751

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Equity compensation, net of tax 3 ( 5 ) 13 — — 11

Balance at September 30, 2024 $ 442 $ ( 633 ) $ 6,872 $ ( 2,888 ) $ ( 933 ) $ 2,860

See Notes to Condensed Consolidated Financial Statements (Unaudited).

Balance at March 31, 2025 $ 445 $ ( 639 ) $ 6,847 $ ( 2,979 ) $ ( 984 ) $ 2,690

See Notes to Unaudited Condensed Consolidated Financial Statements.

NEWELL BRANDS INC.

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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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GAAP for a complete financial statement.

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

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

Use of Estimates and Risks

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GAAP in preparing the Company’s condensed 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 as well as new tariffs imposed by the current U.S.

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 the remainder of the year.

Despite the U.S.

Supreme Court ruling that tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”) tariffs were unconstitutional, the Company continues to deploy a mitigation strategy designed to offset the impact of tariff exposure through a number of actions, including pricing, productivity and in some cases relocation of manufacturing.

More recently, the Company has experienced an increase in resin and transportation costs largely as a result of higher cost of oil in light of the conflict in the Middle East.

These collective macroeconomic trends, the duration or severity of which are highly uncertain and some of which, such as cost of oil, are more volatile than others, 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 the remainder of the year.

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.

The Company will continue to monitor these macroeconomic trends and assess whether any of them become more permanent in nature.

The high level of uncertainty of these factors has resulted in estimates and assumptions that have the potential for more variability and are more subjective.

In addition, some of the other inherent estimates and assumptions used in the Company’s forecasted results of operations and cash flows that form the basis of the determination of the fair value of the reporting units for goodwill and indefinite-lived intangible asset impairment testing are outside the control of management, including interest rates, cost of capital, tax rates, tariffs, industry growth, credit ratings, foreign exchange rates and labor inflation.

The next goodwill and indefinite-lived tradenames annual test and review for impairment is during the fourth quarter (on December 1).

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.

In addition, the Company has experienced a significant 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.

In addition, some of the other inherent estimates and assumptions used in the Company’s forecasted results of operations and cash flows that form the basis of the determination of the fair value of the reporting units for goodwill and indefinite-lived intangible asset impairment testing are outside the control of management, including interest rates, cost of capital, tax rates, trade policies and tariffs, industry growth, credit ratings, foreign exchange rates, labor inflation and cost of oil.

Although management has made its best estimates and assumptions based upon current information, actual results could materially differ given the uncertainty of these factors especially if some of the recent inflationary pressures surrounding higher oil costs experience a sustained

duration which may require future changes to such estimates and assumptions, including reserves, and which may result in future expense or impairment charges.

In addition, during the fourth quarter of fiscal year 2025, the Company concluded it had 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.

The Company's stock price has increased since its most recent annual impairment test, but the Company's market capitalization still remains less than its consolidated stockholders' equity.

As previously disclosed by the Company, the goodwill related to the Company’s Commercial reporting unit and certain indefinite-lived tradenames in its H&CS and L&D segments have fair values within 10 % of their associated carrying values based on the most recent annual impairment test performed in the fourth quarter of fiscal year 2025.

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 non-cash impairment charges, which could be material, in future periods.

Seasonal Variations

Sales of the Company’s products tend to be seasonal, with sales, operating income and operating cash flow in the first quarter generally lower than any other quarter during the year, driven principally by reduced volume and the mix of products sold in the

first quarter.

The seasonality of the Company’s sales volume combined with the accounting for fixed costs, such as depreciation, amortization, rent, personnel costs and interest expense, impacts the Company’s results on a quarterly basis.

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In addition, uncertainty still remains over the volatility and direction of future consumer and customer demand patterns, as well as inflationary pressures inclusive of the impact of tariffs.

Accordingly, the Company’s results of operations and cash flows for the three and nine months ended September 30, 2025 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2025.

Accordingly, the Company’s results of operations and cash flows for the three months ended March 31, 2026 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2026.

Recent Accounting Pronouncements

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

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

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

Early adoption is permitted.

The Company expects to apply the prospective method and has not elected to early adopt the standard.

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

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, of eligible accounts receivable.

During the nine months ended September 30, 2025 and 2024, 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 (in millions):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Proceeds received $ 798 $ 826 $ 2,138 $ 2,273

Collected from customers and remitted to financial institution 870 887 2,030 2,217

Outstanding receivables sold under the Customer Receivables Purchase Agreement at September 30, 2025 and December 31, 2024 were approximately $ 350 million and $ 270 million, respectively.

$ 275 million at all other times, of eligible accounts receivable without recourse on a revolving basis (the “Receivables Facility”).

During the three months ended March 31, 2026 and 2025, the Company factored receivables pursuant to the Customer Receivables Purchase Agreement and received proceeds of $ 566 million and $ 587 million, respectively and collected from customers and remitted to the financial institution approximately $ 540 million in each period.

Outstanding receivables sold under the Customer Receivables Purchase Agreement were approximately $ 270 million at both March 31, 2026 and December 31, 2025.

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., to the SPE, which then sells the receivables to the financial institution.

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

During the nine months ended September 30, 2025 and 2024, 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 (in millions):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Proceeds received $ 303 $ 333 $ 846 $ 944

Collected from customers and remitted to financial institution 315 340 864 852

Outstanding receivables sold under the Receivables Facility at September 30, 2025 and December 31, 2024 were approximately $ 135 million and $ 145 million, respectively.

During the three months ended March 31, 2026 and 2025, the Company factored receivables pursuant to the Receivables Facility and received proceeds of $ 233 million and $ 248 million, respectively, and collected from customers and remitted $ 250 million and $ 280 million, respectively to the financial institution.

Outstanding receivables sold under the Receivables Facility at March 31, 2026 and December 31, 2025 were approximately $ 110 million and $ 125 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.

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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 Condensed 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 Condensed Consolidated Balance Sheets.

Restricted cash related to both programs was $ 40 million and $ 21 million at September 30, 2025 and December 31, 2024, respectively.

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

Restricted cash related to both programs was $ 42 million and $ 17 million at March 31, 2026 and December 31, 2025, respectively.

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

Supplier Finance Program Obligations

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 “SFP”).

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 SFP.

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 SFP, 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 SFP does not change the Company’s existing contractual terms with its suppliers.

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

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

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 Condensed Consolidated Balance Sheets and amounts paid to suppliers participating in the SF Program are classified as operating cash flows in the Condensed Consolidated Statement of Cash Flows.

Supplier payment terms for those participating in the SFP averaged approximately 118 days.

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 SFP (in millions):

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 (in millions):

Balance at December 31, 2025

Invoices participating in the SFP 62

Invoices participating in the SF Program 13

Invoices paid to the third-party vendor ( 14 )

Balance at September 30, 2025

Sale of Equity Interest in a Joint Venture

In August 2025, the Company sold its equity interest in a joint venture for approximately $ 22 million, subject to customary working capital and other post-closing adjustments, and recorded a pretax gain of approximately $ 12 million, which was included in other (income) expense, net in the Condensed Consolidated Statements of Operations.

Balance at March 31, 2026

Fair Value Measurements

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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 of the fair value hierarchy.

The fair value of such investments was not material at September 30, 2025 and December 31, 2024.

The fair value of such investments was $ 58 million and $ 81 million at March 31, 2026 and December 31, 2025.

The fair values of the Company’s long-term debt and derivative instruments are disclosed in Footnote 8 and Footnote 9 , respectively.

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Footnote 2 — Accumulated Other Comprehensive Income (Loss)

The following table displays the changes in Accumulated Other Comprehensive Income (Loss) (“AOCL”) by component, net of tax, for the nine months ended September 30, 2025 (in millions):

The following table displays the changes in Accumulated Other Comprehensive Income (Loss) (“AOCL”) by component, net of tax, for the three months ended March 31, 2026 (in millions):

Adjustment Pension and

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Balance at December 31, 2025 $ ( 783 ) $ ( 195 ) $ ( 12 ) $ ( 990 )

Other comprehensive income (loss) before reclassifications (1)

( 17 ) 2 ( 14 ) ( 29 )

Amounts reclassified to earnings (2)

Net current period other comprehensive income (loss) ( 17 ) 2 ( 12 ) ( 27 )

Balance at September 30, 2025 $ ( 784 ) $ ( 210 ) $ ( 14 ) $ ( 1,008 )

(1) Includes income tax provision (benefit) allocated to AOCL as follows $( 68 ) million, $( 3 ) million, $( 4 ) million and $( 75 ) million, respectively.

(2) Income tax provision (benefit) for both the three and nine months ended September 30, 2025 and 2024 were not material.

Pension and postretirement costs presented are primarily classified in other (income) expense, net within the Condensed Consolidated Statements of Operations.

Other comprehensive income before reclassifications (a)

Amounts reclassified to earnings (b)

Net current period other comprehensive income 9 3 4 16

Balance at March 31, 2026 $ ( 774 ) $ ( 192 ) $ ( 8 ) $ ( 974 )

(a) Includes income tax provision (benefit) allocated to AOCL as follows $ 9 million, $( 3 ) million, $ 1 million and $ 7 million, respectively.

(b) Income tax provision (benefit) for both the three months ended March 31, 2026 and 2025 were not material.

Pension and postretirement costs presented are primarily classified in other expense, net within the Condensed Consolidated Statements of Operations.

Refer to Footnote 9 for the statements of operations classifications of the Company’s various types of derivative financial instruments.

Reclassifications from AOCL to the results of operations on a before and after-tax basis for the for the three and nine months ended September 30, 2025 and 2024 were not material for any of the periods presented.

Reclassifications from AOCL to the results of operations on a before and after-tax basis for the three months ended March 31, 2026 and 2025 were not material for any of the periods presented.

Footnote 3 — Restructuring

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:

Organizational Realignment Plan

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.

The 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 are 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.

In connection with the Realignment Plan, the Company recorded restructuring and restructuring-related costs for the periods indicated as follows (in millions):

Three Months Ended

September 30, Nine Months Ended

September 30, Incurred since inception

2025 2024 2025 2024

Restructuring costs $ 4 $ 1 $ 21 $ 32 $ 58

Restructuring-related costs 1 2 5 10 20

Total $ 5 $ 3 $ 26 $ 42 $ 78

Global Productivity Plan

Building on the Company’s turnaround strategy, the Company announced a global productivity plan (the “Productivity Plan”) in December 2025 to further simplify processes, streamline overhead and redirect resources to the higher-value activities.

As part of the Productivity Plan the Company will reduce its global workforce by over 900 employees primarily within professional and clerical functions, 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 expected to occur in 2026, subject to applicable local law and consultation requirements.

In addition, the Company closed approximately 20 Yankee Candle stores in the U.S.

and Canada in January 2026 as

part of a retail optimization initiative aligned with modern consumer shopping behaviors and the Company's 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 associated costs, with most of the charges to be recognized by the end of 2026.

In connection with the Productivity Plan, the Company recorded restructuring costs of $ 6 million and a nominal amount of restructuring-related costs for the three months ended March 31, 2026.

Since inception of the Productivity Plan, the Company has incurred $ 41 million and $ 5 million of restructuring and restructuring-related costs, respectively.

Other Restructuring and Restructuring-Related Costs

The Company also incurs other restructuring and restructuring-related costs in connection with various discrete initiatives as well as previously announced but substantially completed restructuring activities.

Restructuring-related costs are recorded in cost of products sold, selling, general and administrative expenses (“SG&A”) and impairment of other assets in the Condensed Consolidated Statements of Operations based on the nature of the underlying charges incurred.

Restructuring-related costs are recorded in cost of products sold and selling, general and administrative expenses (“SG&A”) in the Condensed Consolidated Statements of Operations based on the nature of the underlying charges incurred.

The Company recorded restructuring costs, net and restructuring-related costs in connection with various discrete initiatives as well as previously announced but substantially completed restructuring activities for the periods indicated as follows (in millions):

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Restructuring costs $ 1 $ 11

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Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Home and Commercial Solutions $ 2 $ 1

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Corporate 4 8

$ 5 $ 4 $ 22 $ 40

Accrued restructuring costs related to all restructuring activities for the nine months ended September 30, 2025 were as follows (in millions):

Accrued restructuring costs related to all restructuring activities for the three months ended March 31, 2026 were as follows (in millions):

Balance at December 31, 2025 $ 34

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Payments ( 23 )

Balance at September 30, 2025 $ 10

Balance at March 31, 2026 $ 18

Footnote 4 — Inventories

Inventories are comprised of the following (in millions):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Raw materials and supplies $ 193 $ 165

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Property, plant and equipment, net, is comprised of the following (in millions):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Land $ 68 $ 68

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$ 1,194 $ 1,209

Depreciation expense was $ 47 million in both the three months ended September 30, 2025 and 2024 and $ 137 million and $ 142 million for the nine months ended September 30, 2025 and 2024, respectively.

Depreciation expense was $ 46 million and $ 43 million for the three months ended March 31, 2026 and 2025, respectively.

Footnote 6 — Goodwill and Other Intangible Assets, Net

Goodwill activity for the nine months ended September 30, 2025 is as follows (in millions):

September 30, 2025

Goodwill activity for the three months ended March 31, 2026 is as follows (in millions):

March 31, 2026

Segments Net Book Value at December 31, 2025

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Other intangible assets, net, are comprised of the following (in millions):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Accumulated Amortization

Tradenames — indefinite life $ 894 $ — $ 894 $ 844 $ — $ 844

Tradenames — other 538 ( 175 ) 363 531 ( 135 ) 396

Tradenames — indefinite life (a)

$ 443 $ — $ 443 $ 553 $ — $ 553

Tradenames — other (a)

646 ( 202 ) 444 537 ( 186 ) 351

Capitalized software 220 ( 103 ) 117 212 ( 95 ) 117

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$ 2,323 $ ( 716 ) $ 1,607 $ 2,315 $ ( 681 ) $ 1,634

Amortization expense for intangible assets was $ 30 million and $ 34 million for the three months ended September 30, 2025 and 2024, respectively and $ 94 million and $ 103 million for the nine months ended September 30, 2025 and 2024, respectively.

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 certain indefinite-lived tradenames in the H&CS and L&D segments were impaired.

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

(a) During the first quarter of 2026, the Company concluded that certain tradenames with aggregate carrying values of $ 107 million no longer qualified as indefinite‑lived intangibles.

The tradenames were assigned estimated useful lives of 15 years.

The financial statement impact associated to such change will not be material to the Company’s Condensed Consolidated Statement of Operations.

Amortization expense for intangible assets was $ 33 million and $ 32 million for the three months ended March 31, 2026 and 2025, respectively.

Footnote 7 — Other Accrued Liabilities

Other accrued liabilities are comprised of the following (in millions):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Customer accruals $ 485 $ 616

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Debt is comprised of the following at the dates indicated (in millions):

September 30, 2025 December 31, 2024

3.900 % senior notes due 2025 (1)

4.200 % senior notes due 2026

March 31, 2026 December 31, 2025

6.375 % senior notes due 2027

5 unchanged sentences

5.500 % senior notes due 2046

Revolving credit facility (1)

Revolving credit facility (a)

Other debt 2 2

1 unchanged sentence

Long-term debt $ 4,540 $ 4,543

(1) Included in short-term debt and current portion of long-term debt at September 30, 2025 and December 31, 2024.

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 the 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.

(a) Included in short-term debt and current portion of long-term debt at March 31, 2026 and December 31, 2025.

Revolving Credit Facility

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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 September 30, 2025, there was $ 932 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.

At March 31, 2026, there was $ 789 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 September 30, 2025, the Company had approximately $ 35 million of outstanding standby letters of credit issued against the Credit Revolver and $ 190 million of outstanding borrowings under the Credit Revolver resulting in a net availability of approximately $ 707 million.

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 $ 2.31 billion at that time (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 to take effect in the fourth quarter of this year.

The redemption of the 2026 Notes in June 2025 decreased the aggregate amount of the Coupon-Step Notes to $ 1.08 billion.

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).

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 2027 and the 6.625 % notes due 2032 likewise containing additional covenants consistent with the 2028 Notes, such as described in the Company’s most recent Annual Report on Form 10-K, filed on February 14, 2025.

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.

At March 31, 2026, the Company had approximately $ 37 million of outstanding standby letters of credit issued against the Credit Revolver and $ 425 million of outstanding borrowings under the Credit Revolver resulting in a net availability of approximately $ 327 million.

The indentures governing the Company’s senior notes contain usual and customary nonfinancial covenants, with the 8.500 % notes due 2028, 6.375 % notes due 2030 and 6.625 % notes due 2032 containing additional covenants as described in Footnote 8 of the Notes to the Consolidated Financial Statements in the Company’s most recent Annual Report on Form 10-K, filed on February 13, 2026.

Weighted average interest rates are as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Total debt 6.9 % 6.0 %

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The fair value of the Company’s senior notes are based upon prices of similar instruments in the marketplace and are as follows (in millions):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Fair Value Book Value Fair Value Book Value

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

At September 30, 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.

At March 31, 2026, 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.

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These swaps mature on dates ranging from November 2026 to September 2029, with an aggregate notional amount of $ 2.16 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.

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

During the three months ended September 30, 2025 and 2024, the Company recognized income of $ 9 million each period, and the Company recognized income of $ 26 million in each of the nine months ended September 30, 2025 and 2024, in interest expense, net, related to the portion of cross-currency swaps excluded from hedge effectiveness testing.

Cross-currency swaps totaling $ 2.01 billion 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.

Under the terms of the swaps, the Company pays fixed or floating interest in Euros and receives fixed or floating interest in U.S.

The Company has elected the spot method to assess hedge effectiveness.

During the first quarter of 2026, the Company partially undesignated one cross-currency swap prior to its September 2027 maturity, which had a notional amount of $ 112 million.

Also, during the first quarter of 2026, the Company entered into two cross-currency swap agreements with an aggregate notional amount of $ 145 million, which mature in February 2027.

These swaps are designated as net investment hedges of the Company’s foreign currency exposure related to its net investment in certain Hong Kong dollar- and New Zealand dollar-functional currency subsidiaries.

Under the terms of these swaps, the Company pays fixed interest in the respective local currencies and receives fixed interest in U.S.

The Company recognized income of $ 7 million and $ 9 million during the three months ended March 31, 2026 and 2025, respectively, in interest expense, net, related to the portion of cross-currency swaps excluded from hedge effectiveness testing.

Foreign Currency Contracts

The Company uses forward foreign currency contracts to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales with maturity dates through September 2026.

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 (net sales and cost of products sold) in the Company’s Condensed Consolidated Statement of Operations as the underlying hedged item.

At September 30, 2025, the Company had approximately $ 228 million notional amount outstanding of forward foreign currency contracts that are designated as cash flow hedges of forecasted inventory purchases and sales.

At March 31, 2026, the Company had approximately $ 162 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 September 30, 2025, the Company had approximately $ 1.03 billion notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through September 2026.

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 Condensed Consolidated Statement of Operations.

At March 31, 2026, the Company had approximately $ 1.05 billion notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through March 2027.

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

Fair Value Measurements of Derivative Instruments

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Accordingly, the Company’s derivative instruments are classified as Level 2 of the fair value hierarchy.

At September 30, 2025 and December 31, 2024, the fair value of the Company’s derivative financial instruments designated as effective hedges were not material by type of instrument, with the exception of cross-currency swaps included in other noncurrent liabilities.

At September 30, 2025, the fair

value of the derivatives, designated as effective hedges, were recorded in prepaid expenses and other current assets, other accrued liabilities, and other noncurrent liabilities of $ 21 million, $ 9 million and $ 271 million (including cross-currency swaps of $ 269 million), respectively.

At December 31, 2024, the fair value of the derivatives, designated as effective hedges, were recorded in prepaid expenses and other current assets, other assets, other accrued liabilities, and other noncurrent liabilities of $ 39 million, $ 38 million, $ 8 million, and $ 64 million (including cross-currency swaps of $ 41 million), respectively.

The fair value of the Company’s derivative financial instruments not designated as effective hedges were not material at September 30, 2025 and December 31, 2024.

At March 31, 2026 and December 31, 2025, the fair value of the Company’s derivative financial instruments designated as effective hedges were not material by type of instrument, with the exception of cross-currency swaps included in other noncurrent liabilities.

At March 31, 2026, the fair value of the derivatives, designated as effective hedges, were recorded in prepaid expenses and other current assets, other accrued liabilities, and other noncurrent liabilities of $ 16 million, $ 59 million and $ 171 million (including cross-currency swaps of $ 165 million), respectively.

At December 31, 2025, the fair value of the derivatives, designated as effective hedges, were recorded in prepaid expenses and other current assets, other accrued liabilities, and other noncurrent liabilities of $ 13 million, $ 68 million, and $ 196 million (including cross-currency swaps of $ 192 million), respectively.

The fair value of the Company’s derivative financial instruments not designated as effective hedges were not material at March 31, 2026 and December 31, 2025.

The gain or loss activity related to the Company’s interest rate swaps and foreign currency contract derivative financial instruments, designated or previously designated as effective hedges, recognized in other comprehensive income (effective portion) were not material to any of the periods presented, except for its cross-currency swaps.

The Company recognized gain of $ 14 million and loss of $ 88 million related to the Company’s cross-currency swaps, designated or previously designated as effective hedges, for the three months ended September 30, 2025 and 2024, respectively and loss of $ 275 million and $ 22 million for the nine months ended September 30, 2025 and 2024, respectively.

The Company recognized gain of $ 40 million and loss of $ 88 million for the three months ended March 31, 2026 and 2025, respectively.

The amount reclassified from AOCL to income has been presented in Footnote 2 .

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

At September 30, 2025, net deferred losses to be reclassified to earnings over the next twelve months are not expected to be material.

At March 31, 2026, net deferred losses to be reclassified to earnings over the next twelve months are not expected to be material.

Footnote 10 — Income Taxes

The Company’s effective income tax rates for the three months ended September 30, 2025 and 2024 were provision of 50.0 % and benefit of 3.4 %, respectively, and a provision of 48.3 % and benefit of 10.5 % for the nine months ended September 30, 2025 and 2024, respectively, due primarily to a decrease in discrete tax benefits year over year for both three- and nine-month periods.

The Company’s effective income tax rates were a benefit of 45.9 % and 32.7 % for the three months ended March 31, 2026 and 2025, respectively, reflecting a year-over-year decrease in forecasted pretax book income combined with an increase in income tax benefits.

The differences between the U.S.

federal statutory income tax rate of 21.0 % and the Company’s effective income tax rate for the three and nine months ended September 30, 2025 and 2024 were impacted by a variety of factors, primarily resulting from the geographic mix of where the income was earned, as well as certain taxable income inclusion items in the U.S.

federal statutory income tax rate of 21.0 % and the Company’s effective income tax rate for the three months ended March 31, 2026 and 2025 were impacted by a variety of factors, primarily resulting from the geographic mix of where the income was earned, as well as certain taxable income inclusion items in the U.S.

based on foreign earnings.

For the period ended September 30, 2025, these items increased the tax rates more than the prior period due to the lower forecasted pretax book income for 2025.

For the period ended March 31, 2026, these items increased the tax rates more than the prior period due to the lower forecasted pretax book income for 2026 combined with the increase in income tax deductions based on foreign derived earnings resulting from tax law changes associated with the One Big Beautiful Act.

In periods where forecasted pretax income is relatively low, the proportional impact of these items on the effective rate may be significant.

The three and nine months ended September 30, 2025 were impacted by certain discrete items.

Income tax expense for the three months ended September 30, 2025 included discrete benefits of $ 16 million due to the finalization of tax returns in various jurisdictions, primarily the U.S.

and Switzerland, offset by discrete expense of $ 5 million due to the revaluation of deferred tax assets for a statutory rate change in Germany and $ 5 million of tax expense related to the disposition of the Company’s equity interest in a joint venture.

The nine months ended September 30, 2025 also included certain discrete items totaling $ 2 million of additional income tax benefit.

The three and nine months ended September 30, 2024 were impacted by certain discrete items.

Income tax benefit for the three months ended September 30, 2024 included discrete benefits of $ 44 million associated with non-cash impairment charges offset by $ 3 million of additional income tax expense.

The nine months ended September 30, 2024 also included certain discrete items including a benefit of $ 64 million associated with a reduction in liabilities for unrecognized tax benefits, as a result of the tax authorities’ examination of its U.S.

tax returns for the years 2011 to 2015 and its Brazil tax returns for the years 2015 to 2017, offset by $ 8 million of interest expense associated with uncertain tax liabilities, $ 7 million of additional tax related to withholding taxes associated with certain previously taxed earnings that are no longer indefinitely reinvested and $ 3 million of additional income tax expense.

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 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 Internal Revenue Service (“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 March 2025, the Company finalized its amended 2023 U.S.

During the three months ended March 31, 2025, the Company finalized its amended 2023 U.S.

federal income tax return and updated its estimate of the 2024 U.S.

federal income tax return.

This resulted in an aggregate reduction in current income taxes payable and an increase in deferred tax liabilities of approximately $ 31 million.

This resulted in an aggregate reduction in current income taxes payable and an increase in deferred tax liabilities of $ 31 million.

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

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Other Matters

On July 4, 2025, the U.S.

enacted the One Big Beautiful Bill Act (the “OBBBA”).

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including modifications to the international tax framework, and allows immediate expensing of domestic research and development costs and changes limitations related to the expensing of business interest expense.

Based on the Company’s current analysis of the OBBBA, management does not expect these tax law changes to have a material impact on the Company’s consolidated financial statements.

However, management will continue to evaluate the effects the OBBBA will have on its consolidated financial statements.

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

Tax Court disputing a proposed assessment by the IRS of $ 80 million in additional taxes and $ 34 million in penalties plus the additional interest calculated upon final settlement related to the transfer pricing of services performed by certain of the Company’s foreign affiliates for the tax years 2011 to 2015.

The Company believes that adequate amounts have been reserved for any adjustments that may ultimately result.

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.

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

Tax Court disputing a proposed assessment by the Internal Revenue Service (“IRS”) of $ 80 million in additional taxes and approximately $ 34 million in penalties plus additional interest to be calculated upon final settlement, related to the transfer pricing of services performed by certain of the Company’s foreign affiliates for the tax years 2011 through 2015.

The Company believes it has recorded adequate reserves for any adjustments that may ultimately result.

However, if the IRS were to prevail and the final assessment of additional tax, interest and penalties exceeds the Company's current reserves, such outcome could have a material adverse effect on the Company’s financial position and results of operations.

Footnote 11 — Weighted Average Shares Outstanding

Three Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Basic weighted average shares outstanding 419.1 416.0 417.9 415.3

Dilutive securities (1)

Diluted weighted average shares outstanding 423.5 416.0 422.4 415.3

(1) The three and nine months ended September 30, 2024 excludes 2.5 million and 2.8 million, respectively, of potentially dilutive share-based awards as their effect would be anti-dilutive.

At September 30, 2025, there were no potentially dilutive share awards with performance-based targets that were not met.

At September 30, 2024, there were 0.7 million potentially dilutive share awards with performance-based targets that were not met and as such, were excluded from the computation of diluted earnings per share.

The basic and diluted weighted average shares outstanding for the three months ended March 31, 2026 and 2025 were 421.6 million and 416.8 million, respectively.

For the three months ended March 31, 2026 and 2025, 8.2 million and 5.9 million, respectively, potentially dilutive share-based awards were excluded as their effect would be anti-dilutive.

At March 31, 2026 and 2025, there were no potentially dilutive share awards with performance-based targets that were not met.

Footnote 12 — Share-Based Compensation

During the nine months ended September 30, 2025, primarily in connection with its annual grant, the Company granted 2.0 million performance-based restricted stock units (“RSUs”), with an aggregate grant date fair value of $ 14 million.

These performance-based RSUs entitle the recipients to shares of the Company’s common stock and vest primarily at the end of a three -year period, subject to continued employment.

During the three months ended March 31, 2026, primarily in connection with its annual grant, the Company granted 3.2 million performance-based restricted stock units (“RSUs”), with an aggregate grant date fair value of $ 14 million.

These performance-based RSUs entitle the recipients to shares of the Company’s common stock and vest approximately at the end of a three -year period, subject to continued employment.

The actual number of shares that will ultimately be paid upon vesting is dependent on the level of achievement of the specified performance conditions.

During the nine months ended September 30, 2025, primarily in connection with its annual grant, the Company also granted 6.4 million time-based RSUs with an aggregate grant date fair value of $ 45 million.

These time-based RSUs entitle recipients to shares of the Company’s common stock and primarily vest in annual installments over a three-year period, subject to continued employment.

During the three months ended March 31, 2026, primarily in connection with its annual grant, the Company also granted 9.0 million time-based RSUs with an aggregate grant date fair value of $ 41 million.

These time-based RSUs entitle recipients to shares of the Company’s common stock and generally vest in annual installments approximately over a three-year period, subject to continued employment.

Footnote 13 — Segment 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, Crock-Pot, FoodSaver, Mapa, Mr.

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

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gourmet cookware, bakeware and cutlery and home fragrance products

Learning and Development Dymo, Elmer’s, EXPO, Graco, NUK, Paper Mate, Parker and Sharpie Baby gear and infant care products;

Learning and Development Aprica, Dymo, Elmer’s, EXPO, Graco, NUK, Paper Mate, Parker, Prismacolor and Sharpie Baby gear and infant care products;

writing instruments, including markers and highlighters, pens and pencils;

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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®, TMs of Ball Corporation, used under license.

(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:

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The Company’s results by segment are as follows (in millions):

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

Consolidated Home and Commercial Solutions Learning and Development Outdoor and Recreation Consolidated Home and Commercial Solutions Learning and Development Outdoor and Recreation

Net sales (1)

$ 1,806 $ 942 $ 681 $ 183 $ 1,947 $ 1,047 $ 717 $ 183

Cost of products sold 1,190 669 383 138 1,268 721 400 147

Segment SG&A 457 233 172 52 458 231 168 59

Other segment costs (2)

3 — 2 1 263 189 74 —

Segment operating income (loss) $ 156 $ 40 $ 124 $ ( 8 ) $ ( 42 ) $ ( 94 ) $ 75 $ ( 23 )

Corporate expenses (3)

Operating income (loss) $ 119 $ ( 121 )

Interest expense, net 83 75

Other income (expense), net ( 6 ) 9

Income (loss) before income taxes $ 42 $ ( 205 )

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Consolidated Home and Commercial Solutions Learning and Development Outdoor and Recreation Consolidated Home and Commercial Solutions Learning and Development Outdoor and Recreation

Net sales (1)

Net sales (a)

$ 1,549 $ 780 $ 594 $ 175 $ 1,566 $ 812 $ 572 $ 182

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Segment SG&A 412 217 140 55 409 222 139 48

Other segment costs (2)

Other segment costs (b)

3 2 1 — 3 1 1 1

Segment operating income (loss) $ 98 $ ( 3 ) $ 108 $ ( 7 ) $ 91 $ ( 2 ) $ 98 $ ( 5 )

Corporate expenses (3)

Corporate expenses (c)

Operating income $ 34 $ 21

Interest expense, net 84 72

Loss on extinguishment and modification of debt 13 1

Other expense, net 11 4

Income (loss) before income taxes $ 58 $ ( 181 )

(1) All intercompany transactions have been eliminated.

(2) Other segment costs primarily include segment restructuring costs, net and impairment of acquired intangible assets (see Footnotes 3 and 6, 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 3 for further information) and impairment of other assets.

Loss before income taxes $ ( 61 ) $ ( 55 )

(a) All intercompany transactions have been eliminated.

(b) Other segment costs primarily include segment restructuring costs, net (see Footnote 3 for further information).

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

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

Depreciation and amortization by segment are as follows (in millions):

Three Months Ended September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Three Months Ended

Home and Commercial Solutions $ 37 $ 33

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Corporate 19 19

$ 77 $ 81 $ 231 $ 245

Capital expenditures by segment are as follows (in millions):

Three Months Ended September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Three Months Ended

Home and Commercial Solutions $ 16 $ 14

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Corporate 11 32

$ 59 $ 51 $ 177 $ 163

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Home and Commercial Solutions $ 3,753 $ 3,771

3 unchanged sentences

$ 10,859 $ 10,715

The following table disaggregates net sales (1) by major product grouping for the periods indicated (in millions):

Three Months Ended September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

The following table disaggregates net sales (a) by major product grouping for the periods indicated (in millions):

Three Months Ended

Commercial $ 297 $ 313

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Home and Commercial Solutions 780 812

Baby 273 280 749 751

Writing 342 334

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$ 1,549 $ 1,566

(1) All intercompany transactions have been eliminated.

The following table disaggregates net sales (1) by geography (2) for the periods indicated (in millions):

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

America International TOTAL North

America International TOTAL

Home and Commercial Solutions $ 607 $ 335 $ 942 $ 691 $ 356 $ 1,047

Learning and Development 509 172 681 531 186 717

Outdoor and Recreation 93 90 183 97 86 183

$ 1,209 $ 597 $ 1,806 $ 1,319 $ 628 $ 1,947

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

The following table disaggregates net sales (a) by geography (b) for the periods indicated (in millions):

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

America International TOTAL North

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$ 995 $ 554 $ 1,549 $ 1,020 $ 546 $ 1,566

(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.

Footnote 14 — Litigation and Contingencies

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Some of the legal proceedings include claims for punitive as well as compensatory damages.

In the ordinary course of business, the Company is also subject to

legislative requests, regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations, and threatened legal actions and proceedings.

In the ordinary course of business, the Company is also subject to legislative requests, regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations, and threatened legal actions and proceedings.

In connection with such formal and informal inquiries, the Company receives numerous requests, subpoenas, and orders for documents, testimony and information in connection with various aspects of its activities.

The Company is party to two certified class actions that relate to the Baby business in its L&D segment, alleging that the Company made misrepresentations in advertising claims with respect to certain products and seeking damages based on a price premium and statutory damages, where applicable, for each product sold.

The first case is pending in United States District Court for the Northern District of Illinois.

In that case, the district court certified classes for ten states.

The second case is pending in the United States District Court for the Northern District of Georgia.

In that case, the district court certified classes for three states.

For these matters, the Company has determined that a loss is reasonably possible;

however, the Company is unable to estimate a range of possible loss due to unresolved questions of fact and law.

As the Company does not believe that any loss is probable in either case, the Company has not recorded a reserve for either of these matters.

The Company intends to vigorously defend these matters;

however, it is possible that an adverse outcome in either matter could be material to the Company’s financial results.

As a manufacturer and distributor of consumer products, the Company is subject to product liability claims, in particular with respect to its Baby business in the L&D segment and its Kitchen business in H&CS segment.

Although the Company maintains product liability insurance in amounts that it believes are reasonable, that insurance is, in most cases, subject to significant self-insured retentions for which the Company is responsible, and the Company cannot assure that it will be able to maintain such insurance on acceptable terms, if at all, in the future, that product liability claims will not exceed the amount of insurance coverage or that any such losses will not be material.

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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and the extent to which the Company’s, and other parties’ status as PRPs is disputed.

The Company’s estimate of environmental remediation costs associated with these matters at September 30, 2025 was $ 33 million which is included in other accrued liabilities and other noncurrent liabilities in the Condensed Consolidated Balance Sheets.

The Company’s estimate of environmental remediation costs associated with these matters at March 31, 2026 was $ 32 million which is included in other accrued liabilities and other noncurrent liabilities in the Consolidated Balance

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.

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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 are estimated to cost approximately $ 1.8 billion in the aggregate.

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 Operable Unit 4).

EPA has issued records of decision for Operable 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.

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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.

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 Operable Unit 2 and Operable 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, 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”).

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 appellate review, will be material to the Company.

In June 2018, Occidental Chemical Corporation (“OCC”), a New York corporation, sued over 100 parties, including the Company Parties, in the U.S.

The defendants, in turn, filed claims against 42 third-party defendants and counterclaims against OCC.

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At this time, the Company cannot predict the eventual outcome of the OCC Litigation.

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.

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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.

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 quarter ended September 30, 2025, the Company recorded a reserve of $ 6 million relating to this recall representing its best estimate of risk of loss.

Tariff Matters

On February 20, 2026, the U.S.

Supreme Court ruled that the IEEPA does not authorize the President to impose tariffs, invalidating tariffs imposed in 2025 under that statute (“IEEPA Tariffs”).

The ruling did not address the availability, timing or mechanics of any potential refunds related to tariffs previously collected, and the outcome of any related administrative or legal processes remains uncertain.

Following the ruling, the U.S.

administration implemented new tariffs under alternative statutory authority, including Section 122 of the Trade Act of 1974, which permits temporary import surcharges subject to statutory limits and duration requirements.

In April 2026, the U.S.

Court of International Trade (“CIT”) issued an order for the U.S.

Customs and Border Protection (“CBP”) to treat the IEEPA Tariffs as unlawful and administer affected import entries accordingly.

As a result of the order, the CBP must recalculate duties without the IEEPA tariffs and ensure that importers of record receive the benefit of the Supreme Court ruling in the form of refunds for such amounts paid and interest.

administration has until June 2026 to appeal that order.

During the year 2025, the Company paid approximately $ 120 million of IEEPA Tariffs.

The Company is evaluating the impact of the Supreme Court ruling and the subsequent order issued by the CIT, and is monitoring related developments from the CBP regarding its plan to process refunds to importers of record, including the launch on April 20, 2026 of the CBP's Consolidated Administration and Processing of Entries (“CAPE”) system for submitting refund claims, as well as the administration’s decision on whether or not to appeal the CIT’s order.

As of March 31, 2026, the Company has not recorded a receivable related to potential refunds for IEEPA Tariffs paid by the Company.

The ultimate resolution of this matter, including the administration’s decision to appeal the CIT’s order, the extent and manner in which costs previously incurred and paid may be recoverable through the CBP, and the timing of any potential recovery remains uncertain.

Other Matters

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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 filed against USPC in 2021.

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 Condensed Consolidated Financial Statements, except as otherwise described in this Footnote 14 .

At September 30, 2025, the Company had approximately $ 49 million in standby letters of credit primarily related to the Company’s self-insurance programs, including workers’ compensation, product liability and medical expenses.

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 14 .

At March 31, 2026, the Company had approximately $ 49 million in standby letters of credit primarily related to the Company’s self-insurance programs, including workers’ compensation, product liability and medical expenses.

See Footnote 10 for information concerning certain proceedings currently pending in the U.S.

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

What changed 10-Q

Item 1. Financial Statements