What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-01 compared with 2025-10-31 · 115 added, 248 removed, 104 unchanged (78% of the section changed)

11 unchanged sentences

• the Company’s ability to improve productivity, reduce complexity and streamline operations;

• risks related to the Company’s substantial indebtedness, potential increases in interest rates or changes in the Company’s credit ratings including the failure to maintain financial covenants which if breached could subject us to cross-default and acceleration provisions in our debt documents;

• the impact on the Company’s operations and financial condition resulting from the current global macroeconomic environment, including the impact of tariffs imposed by the U.S.

• risks related to the Company’s substantial indebtedness and current leverage profile, ability to refinance upcoming revolver and bond maturities on favorable terms, and potential increases in interest rates or changes in the Company’s credit ratings including the failure to maintain financial covenants which if breached could subject us to cross-default and acceleration provisions in our debt documents;

• the impact on the Company’s operations and financial condition resulting from current global macroeconomic environment, including the impact of tariffs imposed by the U.S.

and retaliatory tariffs imposed by foreign countries, and the Company’s ability to effectively execute its mitigation plans;

3 unchanged sentences

• changes in the prices and availability of labor, transportation, raw materials and sourced products, including significant inflation, and the Company’s ability to offset cost increases through pricing and productivity in a timely manner;

• the Company’s ability to effectively execute its turnaround plan, including the Realignment Plan and other restructuring and cost saving initiatives;

• the Company's ability to effectively execute its turnaround plan, including the Productivity Plan announced in December 2025 and other restructuring and cost saving initiatives;

• the Company’s ability to develop innovative new products, to develop, maintain and strengthen end-user brands and to realize the benefits of increased advertising and promotion spend;

14 unchanged sentences

• significant increases in the funding obligations related to the Company’s pension plans;

• other factors listed from time to time in our SEC filings, including but not limited to our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and other filings.

• other factors listed from time to time in our SEC filings, including but not limited to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings.

The information contained in this Report is as of the date indicated.

4 unchanged sentences

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:

1 unchanged sentence

Business Strategy

In 2023, the Company initiated a multi-year turnaround plan based on a comprehensive capability assessment and a clear set of “where to play” and “how to win” strategic choices with the goal of improving the Company’s top line, expanding margins and improving cash flow.

During 2024, the Company fully deployed its strategy, transitioned to a new operating model, rebuilt its front-end capabilities and continued with its simplification agenda.

The Company is implementing this strategy while continuing to address key global challenges such as shifting consumer preferences and behaviors;

a highly competitive operating environment;

a rapidly changing retail and consumer landscape;

continued macroeconomic and geopolitical volatility;

a soft macro backdrop;

significant cumulative inflationary pressures on consumers;

recently announced and imposed tariffs by the current U.S.

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

and an evolving regulatory landscape.

In order to successfully navigate these challenges and deliver strong performance, the Company intends to continue creating and leveraging scale to unlock the full potential of the Company’s portfolio of leading brands through maintaining a disciplined approach and executing with excellence on the Company’s key priorities for 2025 including:

• Returning to profitable top line growth through product and commercial innovation, distribution expansion and international market penetration;

• Expanding gross and operating margin, building on the significant gains achieved in 2024;

• Further deleveraging the balance sheet and improving cash flow efficiency;

• Driving operational excellence through complexity reduction, technology standardization and continued stock-keeping unit (“SKU”) optimization;

• Strengthening our high-performance culture, emphasizing accountability, innovation and inclusion.

The Company is deeply committed to sustaining its turnaround momentum and driving long-term profitable growth.

Execution of these strategic imperatives, in combination with other initiatives aimed to build operational excellence, will better position the Company for long-term sustainable growth.

One such initiative is the organizational realignment (“Realignment Plan”), which was designed 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” strategies the Company initiated in 2023.

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.

In addition, the Company continues to review its operating footprint and non-core brands, which will result in future restructuring and restructuring-related charges.

The Company continues to execute the strategic priorities identified through its 2023 comprehensive capability assessment.

These priorities, grounded in defined “where to play” and “how to win” choices, are intended to drive sustainable improvement in revenue performance, margins and cash flow through a redesigned operating model, targeted talent investments and a culture redesign.

The Company remains in the execution phase of its multi‑year transformation.

The Company believes that actions taken during 2025 strengthened foundational capabilities across innovation, brand building, productivity and commercial execution, and the Company expects the benefits of these initiatives to continue to phase in over time.

Execution of the Company’s strategy continues amid a dynamic operating environment, including shifting consumer preferences, heightened competitive intensity, changes in retailer inventory and promotional behavior, increased adoption of digital and artificial intelligence‑enabled tools, macroeconomic and geopolitical volatility, cumulative inflationary pressures on consumers, tariffs imposed by the U.S.

in 2025 and 2026 as well as other countries’ related retaliatory actions, and an evolving regulatory landscape.

The Company continues to deploy mitigation actions, including pricing optimization, productivity initiatives and strategic manufacturing relocations, where appropriate.

The Company’s operating focus remains on disciplined execution of its key priorities, including driving top‑line improvement over time through product and commercial innovation and brand investment;

protecting margins through productivity, procurement savings, overhead management and disciplined reinvestment;

further deleveraging the balance sheet;

improving cash flow and balance sheet strength through working capital management and capital allocation;

and enhancing commercial and operational execution through complexity reduction, technology standardization, Enterprise Resource Planning System (ERP) consolidation, stock- keeping unit (SKU) rationalization and supply chain optimization.

As part of these efforts, in December 2025 the Company announced a global productivity plan (the “Productivity Plan”) to further simplify processes, streamline overhead and reallocate resources to higher‑value activities, including workforce reductions and retail footprint optimization.

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.

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

and Canada in January 2026.

In addition, the Company continues to review its operating footprint and portfolio of non-core brands, which will result in future restructuring and restructuring-related charges.

Recent Developments

Update on Tariffs

The current U.S.

presidential administration has announced and/or imposed a series of new tariffs on foreign imports into the U.S., including without limitation significant tariffs on products manufactured in China.

Tariffs on imports into the U.S., most significantly from China, and any retaliatory tariffs on exports from the U.S.

to other countries, will increase costs for the Company and could impact the level of trade between the U.S.

and its various trading partners around the globe in general.

We believe that the Company is well positioned to respond to the current tariff environment, primarily because the Company maintains a significant U.S.

manufacturing presence of 15 production facilities and manufactures, in the U.S.

and two of its facilities in Mexico, products representing over half of the Company’s U.S.

revenues that are not presently subject to the recently announced U.S.

This manufacturing presence is expected to provide a competitive advantage to the Company in certain categories where its competitors are exposed to import tariffs.

The Company also has a scaled, centralized procurement team that is proficient in sourcing raw materials and finished products from over 50 countries around the world.

Based on the currently announced and imposed tariffs as well as any retaliatory tariffs on U.S.

exports, the Company anticipates an incremental cash tariff cost of approximately $180 million in 2025 prior to any offsetting impact from mitigating actions.

There will be a timing difference between the operating cash outflow and the recognition of cost of products sold arising from the tariffs.

As a result, the Company anticipates recognizing approximately $115 million of incremental costs of products sold (including $10 million in the second quarter and $55 million in the third quarter) in the Consolidated Statement of Operations in 2025.

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.

At this time, it is difficult to predict the rate or duration of these tariffs, and there can be no assurance as to the extent to which the Company will be able to offset the impact through mitigation actions.

Additional tariffs or further increases to the U.S.

tariffs, retaliatory actions taken by other countries, or failure to effectively deploy the Company’s mitigation plans could have a significant negative impact on the Company.

Sale of Equity Interest in 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.

In February 2026, the U.S.

Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the imposition of tariffs, invalidating tariffs previously imposed under that statute, and in April 2026 the U.S.

Court of International Trade issued a related order directing U.S.

Customs and Border Protection to administer affected import entries accordingly.

The Company is evaluating the impact of these developments, including ongoing administrative and legal processes.

See Footnote 14 of the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

The Company continues to operate in a highly uncertain trade environment, with ongoing uncertainty regarding the scope, duration, legal sustainability and potential replacement of current tariffs, as well as the risk of retaliatory actions by other countries.

While the Company continues to pursue mitigation actions as necessary with respect to its tariff exposure, including pricing actions, productivity initiatives, sourcing diversification and manufacturing footprint optimization, changes in trade policy, related legal challenges and geopolitical responses could continue to adversely affect the Company’s costs, supply chain and financial results.

See Footnote 1 of the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

Geopolitical Conflicts

Global economic conditions continue to be adversely affected by ongoing geopolitical conflicts, including the Russia‑Ukraine and the Middle East conflicts.

The Company has experienced increased costs for raw materials, transportation, energy, and commodity costs, driven in part by elevated fuel prices and global macroeconomic effects.

The continuation or escalation of geopolitical tensions, including the expansion of trade restrictions, sanctions, or other barriers to global trade, could adversely affect the Company by disrupting its supply chain (including changes in prices and availability of transportation, raw materials and sourced products), reducing consumer demand, increasing volatility in foreign exchange rates and financial markets, and contributing to localized or global economic downturns.

See “ Results of Operations ” and Footnote 1 of the Notes to Unaudited Condensed Consolidated Financial Statements for additional information.

Results of Operations

Three Months Ended September 30, 2025 vs.

Three Months Ended September 30, 2024

Three Months Ended March 31, 2026 vs.

Three Months Ended March 31, 2025

Consolidated Operating Results

Three Months Ended September 30,

Three Months Ended March 31,

(in millions) 2026

3 unchanged sentences

Gross margin 33.1 % 32.1 %

Operating income (loss) 119 (121) 240 NM

Operating margin 6.6 % (6.2) %

Interest expense, net 83 75 8 10.7%

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

Income (loss) before income taxes 42 (205) 247 NM

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

Income tax rate 50.0 % 3.4 %

Net income (loss) $ 21 $ (198) $ 219 NM

Diluted earnings (loss) per share $ 0.05 $ (0.48)

NM - NOT MEANINGFUL

Net sales for the three months ended September 30, 2025 decreased 7%.

Net sales were unfavorably impacted primarily by continued softness in global demand in the H&CS segment.

In addition, net sales were unfavorably impacted by reduced retailer inventory levels primarily in the L&D segment and to a lesser extent in the H&CS segment.

These unfavorable factors were partially mitigated by launches of product innovations in the H&CS and L&D segments.

Changes in foreign currency favorably impacted net sales by $11 million, or less than 1%.

Gross profit decreased 9% compared to the prior year.

Gross margin declined to 34.1% as compared with 34.9% in the prior year.

The impact of lower sales volume, additional tariffs of approximately $55 million, inflation and approximately $6 million of costs associated with a product recall in the H&CS segment, were partially offset by gross productivity, pricing actions and lower restructuring-related charges of approximately $13 million.

Changes in foreign currency exchange rates favorably impacted gross profit by $2 million, or less than 1%.

Notable items, other than those noted above, impacting operating income (loss) for the three months ended September 30, 2025 and 2024 were as follows (in millions):

Three Months Ended September 30,

2025 2024 $ Change

Impairment of intangible assets (1)

$ — $ 260 $ (260)

Restructuring and restructuring-related costs (2)

Transaction costs and other (3)

(1) The three months ended September 30, 2024 includes non-cash impairment charges of $190 million and $70 million for certain indefinite-lived tradenames in the H&CS and L&D segments, respectively.

See Footnote 6 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

(2) For the three months ended September 30, 2025, restructuring-related costs reported in selling, general and administrative expenses (“SG&A”) were $3 million and primarily relate to facility closures associated with various discrete initiatives as well as previously disclosed but substantially completed restructuring activities.

For the three months ended September 30, 2024, restructuring-related costs reported in cost of products sold and SG&A were $13 million and $5 million, respectively, primarily related to facility closures associated with previously disclosed Network Optimization Project and Project Phoenix, as well as the Realignment Plan and other discrete initiatives.

Restructuring costs were $5 million and $4 million for the three months ended September 30, 2025 and 2024, respectively, primarily related to the Realignment Plan.

See Footnote 3 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

(3) Transaction costs and other for the three months ended September 30, 2025 includes expenses for certain legal proceedings and completed divestitures, costs of a product recall (see Footnote 14 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information), fire-related losses and hyperinflationary currency movements.

For the three months ended September 30, 2024 transaction and other costs related to hyperinflationary currency movements and to accelerated amortization and write-off of other assets associated with integration projects.

Operating income was $119 million as compared to operating loss of $121 million in the prior year period.

The operating results in the prior year period included non-cash impairment charges of $260 million for certain indefinite-lived tradenames in the H&CS and L&D segments.

The improvement in the current period also reflects the impact of savings from restructuring actions primarily related to the Realignment Plan and lower incentive compensation expense of approximately $36 million, partially offset by lower gross profit of $63 million and higher advertising and promotion costs of $6 million.

Interest expense, net increased by $8 million due to higher interest rates and lower interest income.

The weighted average interest rates for the three months ended September 30, 2025 and 2024 were approximately 6.6% and 5.8%, respectively.

See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Other (income) expense, net for the three months ended September 30, 2025 and 2024 includes the following items (in millions):

Three Months Ended September 30,

Foreign exchange losses, net $ 6 $ 6

(Gain) loss on disposition of businesses and investments (12) 2

Discount on factored receivables and other, net — 1

During the three months ended September 30, 2025, the Company sold its equity interest in a joint venture and realized a pretax gain of $12 million.

The income tax provision for the three months ended September 30, 2025 was $21 million as compared to benefit of $7 million for the three months ended September 30, 2024.

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.

The increase in the tax rate is primarily due to a decrease in discrete benefits in the current period and lower forecasted pretax book income for 2025.

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

See Footnote 10 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

Business Segment Operating Results

Home and Commercial Solutions

Three Months Ended September 30,

(in millions) 2025 2024 $ Change % Change

Net sales $ 942 $ 1,047 $ (105) (10.0)%

Operating income (loss) 40 (94) 134 NM

Operating margin 4.2 % (9.0) %

NM - NOT MEANINGFUL

H&CS net sales for the three months ended September 30, 2025 decreased 10%.

The net sales decrease in H&CS was driven by soft global demand in the Kitchen business and distribution losses in the Commercial business, as well as the timing of retailer orders for relaunched Home Fragrance products and a decrease in the Company’s retail store sales.

In addition, business exits primarily in the Kitchen business unfavorably impacted net sales by approximately 1%.

These unfavorable factors were partially mitigated by launches of product innovations.

Changes in foreign currency favorably impacted net sales by approximately $5

million, or less than 1%.

Operating income for the three months ended September 30, 2025 was $40 million as compared to operating loss of $94 million in the prior year.

The improvement in operating results is primarily due to the absence of $190 million of non-cash impairment charge for an indefinite-lived tradename in the prior year and savings from restructuring actions mostly related to the Realignment Plan, partially offset by lower gross profit of $53 million, primarily due to the impact of lower sales volume, additional tariffs and inflation.

Learning and Development

Three Months Ended September 30,

(in millions) 2025 2024 $ Change % Change

Net sales $ 681 $ 717 $ (36) (5.0)%

Operating income 34 21 13 61.9%

Operating margin 2.2 % 1.3 %

L&D net sales for the three months ended September 30, 2025 decreased 5%.

Net sales in the Writing business decreased primarily due to softer international demand and to a lesser extent, a shift of certain order activity to the second quarter, partially offset by contributions from launches of product innovations.

Net sales in the Baby business declined primarily due to retailer inventory actions, including delivery preferences shifting away from direct import, partially offset by contributions from launches of product innovations.

Changes in foreign currency favorably impacted net sales by approximately $4 million, or 1%.

Operating income for the three months ended September 30, 2025 increased to $124 million as compared to $75 million in the prior-year period.

The increase in operating income is primarily due to the absence of $70 million of non-cash impairment charge for an indefinite-lived tradename in the prior year as well as savings from restructuring actions primarily related to the Realignment Plan.

These favorable drivers were partially offset by lower gross profit of $19 million, reflecting the impact of lower net sales, additional tariffs and inflation.

Outdoor and Recreation

Three Months Ended September 30,

(in millions) 2025 2024 $ Change % Change

Net sales $ 183 $ 183 $ — —%

Operating loss (8) (23) 15 65.2%

Operating margin (4.4) % (12.6) %

O&R net sales for the three months ended September 30, 2025 remained relatively unchanged compared to the same period last year, as soft global demand and business exits were partially offset by contributions from product innovations.

Changes in foreign currency favorably impacted net sales by approximately $2 million, or 1%.

Operating loss for the three months ended September 30, 2025 was $8 million as compared to $23 million in the prior-year period.

The improvement in operating performance was mainly due to higher gross profit of $9 million driven primarily by gross productivity, pricing actions and mix.

Savings from restructuring actions also contributed to the improvement in operating performance.

Results of Operations

Nine Months Ended September 30, 2025 vs.

Nine Months Ended September 30, 2024

Consolidated Operating Results

Nine Months Ended September 30,

(in millions) 2025

$ Change % Change

Net sales $ 5,307 $ 5,633 $ (326) (5.8)%

Gross profit 1,804 1,882 (78) (4.1)%

Gross margin 34.0 % 33.4 %

Operating income 311 58 253 NM

Operating margin 5.9 % 1.0 %

Interest expense, net 84 72 12 16.7%

Loss on extinguishment and modification of debt 13 1 12 NM

Other expense, net 3 15 (12) (80.0)%

Income (loss) before income taxes 58 (181) 239 NM

Income tax provision (benefit) 28 (19) 47 NM

Other expense, net 11 4 7 NM

Loss before income taxes (61) (55) (6) (10.9)%

Income tax benefit (28) (18) (10) (55.6)%

Income tax rate 45.9 % 32.7 %

Net income (loss) $ 30 $ (162) $ 192 NM

Diluted earnings (loss) per share $ 0.07 $ (0.39)

Net loss $ (33) $ (37) $ 4 10.8%

Diluted loss per share $ (0.08) $ (0.09)

NM - NOT MEANINGFUL

Net sales for the nine months ended September 30, 2025 decreased approximately 6%.

Net sales were unfavorably impacted by soft global demand across all segments.

Business exits, primarily in the H&CS segment also unfavorably impacted net sales.

In addition, net sales were also unfavorably impacted by reduced retailer inventory levels primarily in the L&D segment.

These unfavorable factors were partially mitigated by launches of product innovations in the H&CS and L&D segments and to a lesser extent in the O&R segment.

Changes in foreign currency unfavorably impacted net sales by $37 million, or 1%.

Gross profit decreased by approximately $78 million, or 4% compared to the prior year.

Net sales for the three months ended March 31, 2026 decreased approximately 1%.

Net sales were unfavorably impacted by continued soft demand, primarily in the H&CS segment.

In addition, unfavorable order timing impacted net sales growth during the first quarter of 2026, as certain customers accelerated purchases in the first quarter of 2025, ahead of anticipated tariff impacts and price increases and retailers shifted orders into the second quarter of 2026 primarily in connection with key reset events.

These factors were partially offset by product innovation launches and favorable net pricing including a $25 million contribution from a refinement of estimates related to customer programs, reflecting better claims experience and improved deduction management.

Changes in foreign currency favorably impacted net sales by $42 million, or 3%.

Gross profit increased by approximately $10 million, or 2% compared to the prior year.

Gross margin improved to 33.1% as compared with 32.1% in the prior year.

The improvement in gross margin was driven by gross productivity, pricing and lower restructuring-related charges of approximately $24 million, partially offset by the volume impact of lower sales, additional tariffs of approximately $65 million and inflation.

Changes in foreign currency exchange rates unfavorably impacted gross profit by $6 million, or less than 1%.

Notable items, other than those noted above, impacting operating income for the nine months ended September 30, 2025 and 2024 were as follows (in millions):

Nine Months Ended September 30,

2025 2024 $ Change

Impairment of intangible assets (1)

$ — $ 260 $ (260)

Restructuring and restructuring-related costs (2)

Transaction costs and other (3)

(1) The nine months ended September 30, 2024 includes non-cash impairment charges of $190 million and $70 million for certain indefinite-lived tradenames in the H&CS and L&D segments, respectively.

See Footnote 6 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

(2) For the nine months ended September 30, 2025, restructuring-related costs reported in cost of products sold and SG&A were $4 million and $19 million, respectively, and primarily relate to facility closures associated with various discrete initiatives as well as previously announced but substantially completed restructuring activities.

For the nine months ended September 30, 2024, restructuring-related costs reported in cost of products sold, SG&A and impairment of other assets were $28 million, $13 million and $6 million, respectively, primarily related to facility closures associated with previously disclosed Network Optimization Project and Project Phoenix, as well as the Realignment Plan and other discrete initiatives.

Restructuring costs were $22 million and $40 million for the nine months ended September 30, 2025 and 2024, respectively, primarily related to the Realignment Plan.

The improvement in gross margin was driven by gross productivity and net pricing actions including the $25 million contribution related to customer programs discussed above, partially offset by the volume impact of lower sales, higher tariffs and inflation.

Changes in foreign currency exchange rates favorably impacted gross profit by $9 million, or 2%.

Notable items, other than those noted above, impacting operating income for the three months ended March 31, 2026 and 2025 were as follows (in millions):

Three Months Ended March 31,

Restructuring and restructuring-related costs (a) (b)

Transaction costs and other (c)

(a) See Footnote 3 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

(b) Restructuring-related costs reported in selling, general and administrative expense (“SG&A”) for the three months ended March 31, 2026 was $1 million and primarily related to facility closures associated with previously announced but substantially completed restructuring activities.

For the three months ended March 31, 2025, restructuring-related costs reported in cost of products sold and SG&A were $3

million and $11 million, respectively, and primarily related to facility closures associated with various discrete initiatives as well as previously announced but substantially completed restructuring activities.

(c) Transaction and other costs for the three months ended March 31, 2026 primarily related to certain legal proceedings and completed divestitures.

Transaction and other costs for the three months ended March 31, 2025 primarily related to hyperinflationary currency movements.

Operating income was $34 million, compared to $21 million in the prior year period.

The improvement reflects the aforementioned factors related to the increase in gross profit of $10 million and savings from restructuring actions related to the Productivity Plan, partially offset by $5 million increase in advertising and promotion spending.

Interest expense, net increased by $12 million due to higher interest rates.

The weighted average interest rates for the three months ended March 31, 2026 and 2025 were approximately 6.9% and 6.0%, respectively.

See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

(3) Transaction costs and other for the nine months ended September 30, 2025 includes expenses for certain legal proceedings and completed divestitures, costs of a product recall (see Footnote 14 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information), fire-related losses and hyperinflationary currency movements.

For the nine months ended September 30, 2024 transaction and other costs primarily related to a release of a bad debt reserve due to a recovery of a receivable from an international customer, hyperinflationary currency movements and accelerated amortization and write-off of other assets associated with integration projects.

Operating income was $311 million as compared to $58 million in the prior year period.

The operating results in the prior year period included non-cash impairment charges of $260 million for certain indefinite-lived tradenames in the H&CS and L&D segments.

The improvement also reflects the impact of savings from restructuring actions primarily related to the Realignment Plan, lower incentive compensation expense of approximately $53 million, lower restructuring and restructuring-related charges of $18 million and lower amortization of tradenames of $5 million, partially offset by lower gross profit of $78 million and higher advertising and promotion costs of $5 million.

Interest expense, net increased by $14 million due to higher interest rates and lower interest income.

The weighted average interest rates for the nine months ended September 30, 2025 and 2024 were approximately 6.3% and 5.8%, respectively.

The loss on extinguishment of debt of $13 million is related to the redemption of the Company’s 4.200% senior notes due 2026 (the “2026 Notes”) during June 2025.

See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information on interest expense and loss on extinguishment of debt.

Other expense, net for nine months ended September 30, 2025 and 2024 includes the following items (in millions):

Nine Months Ended September 30,

Other expense, net for three months ended March 31, 2026 and 2025 includes the following items (in millions):

Three Months Ended March 31,

Foreign exchange losses, net $ 8 $ 1

Gain on disposition of businesses and investments (12) (1)

Discount on factored receivables and other, net 3 3

During the nine months ended September 30, 2025, the Company sold its equity interest in a joint venture and realized a pretax gain of $12 million.

The income tax provision for the nine months ended September 30, 2025 was $28 million as compared to benefit of $19 million for the nine months ended September 30, 2024.

The Company’s effective income tax rates for the nine months ended September 30, 2025 and 2024 were provision of 48.3% and benefit of 10.5% respectively.

The increase in the tax rate was primarily driven by decrease in discrete benefits in the current year and lower forecasted pretax book income for 2025.

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

The income tax benefit for the three months ended March 31, 2026 was $28 million as compared to $18 million for the three months ended March 31, 2025.

The Company’s effective income tax rates for the three months ended March 31, 2026 and 2025 were a benefit of 45.9% and 32.7% respectively.

The change in the tax rate reflects a year over year decrease in forecasted pretax book income for 2026 combined with an increase in income tax benefits.

See Footnote 10 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

1 unchanged sentence

Home and Commercial Solutions

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2026 2025 $ Change % Change

Net sales $ 780 $ 812 $ (32) (3.9)%

Operating income (loss) 62 (30) 92 NM

Operating loss (3) (2) (1) (50.0)%

Operating margin (0.4) % (0.2) %

NM - NOT MEANINGFUL

H&CS net sales for the nine months ended September 30, 2025 decreased 9%, which reflected soft global demand across all businesses.

In addition, net sales were unfavorably impacted by distribution losses in the Commercial business, as well as the timing of retailer orders for relaunched Home Fragrance products and a decrease in the Company’s retail store sales.

Business exits also unfavorably impacted net sales by approximately 1%.

These unfavorable factors were partially mitigated by launches of product innovations.

Changes in foreign currency unfavorably impacted net sales by $32 million, or 1%.

Operating income for the nine months ended September 30, 2025 was $62 million as compared to operating loss of $30 million in the prior year.

These favorable drivers were partially offset by lower gross profit of $87 million, resulting from unfavorable fixed cost leverage associated with lower sales volume, additional tariffs and inflation, partially offset by gross productivity.

H&CS net sales for the three months ended March 31, 2026 decreased approximately 4%, reflecting soft demand across all businesses, as well as unfavorable order timing, as certain customers accelerated purchases in the first quarter of 2025 ahead of anticipated tariff impacts and price increases, and retailers shifted orders into the second quarter of 2026, primarily in connection with key reset events.

These factors were partially offset by product innovation launches and favorable net pricing including a $17 million contribution from a refinement of estimates related to customer programs as discussed above.

Changes in foreign currency favorably impacted net sales by $26 million, or approximately 3%.

Operating loss for the three months ended March 31, 2026 was $3 million as compared to $2 million in the prior year.

The decline in operating results was primarily driven by a $5 million decrease in gross profit due mainly to lower sales volume and inflation, partially offset by gross productivity and net pricing actions including the $17 million contribution related to customer programs discussed above.

Savings from restructuring actions were partially offset by increased amortization related to a certain tradename that no longer qualified as indefinite-lived intangible asset.

Learning and Development

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2026 2025 $ Change % Change

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Operating margin 18.2 % 17.1 %

L&D net sales for the nine months ended September 30, 2025 decreased approximately 1%.

Net sales in the Writing business decreased primarily due to softer demand, which was partially offset by contributions from launches of product innovations.

Changes in foreign currency unfavorably impacted net sales by $6 million, or less than 1%.

Operating income for the nine months ended September 30, 2025 increased to $424 million as compared to $374 million in the prior-year period.

These favorable drivers were partially offset by lower gross profit of approximately $19 million, primarily due to additional tariffs and inflation, partially offset by gross productivity and pricing.

L&D net sales for the three months ended March 31, 2026 increased approximately 4%.

Net sales increased in both the Baby and the Writing businesses.

The increase in the Baby business was primarily driven by improved replenishment orders from major retailers, pricing actions and contributions from product innovation.

The increase in Writing business was due to distribution gains and favorable net pricing including a $7 million contribution from a refinement of estimates related to customer programs as discussed above.

Changes in foreign currency favorably impacted net sales by $11 million, or approximately 2%.

Operating income for the three months ended March 31, 2026 increased to $108 million as compared to $98 million in the prior-year period.

The increase in operating income was primarily due to higher gross profit of $11 million, as gross productivity and net pricing actions including the $7 million contribution related to customer programs discussed above, which were partially offset by inflation and increased advertising and promotion spending.

Outdoor and Recreation

Nine Months Ended September 30,

Three Months Ended March 31,

(in millions) 2026 2025 $ Change % Change

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Operating margin (4.0) % (2.7) %

O&R net sales for the nine months ended September 30, 2025 decreased 7% primarily due to net distribution losses, soft global demand and business exits.

These declines were partially offset by contribution from launches of product innovation.

Changes in foreign currency favorably impacted net sales by $1 million, or less than 1%.

Operating loss for the nine months ended September 30, 2025 was $5 million as compared to $52 million in the prior-year period.

The improvement in operating performance was due to higher gross profit of $28 million driven primarily by gross productivity, pricing actions and mix.

Savings from restructuring actions and lower amortization of certain tradenames of approximately $5 million also contributed to the improvement of operating income.

O&R net sales for the three months ended March 31, 2026 decreased approximately 4% reflecting soft demand, partially offset by favorable pricing and contributions from product innovations.

Changes in foreign currency favorably impacted net sales by $5 million, or approximately 3%.

Operating loss for the three months ended March 31, 2026 was $7 million as compared to $5 million in the prior-year period.

The change in operating performance was due to increased advertising and promotion spending, partially offset by $4 million improvement in gross profit due to favorable pricing and gross productivity.

Liquidity and Capital Resources

The Company believes the extent of the impact of the rapidly changing retail and consumer landscape, which reflects an increased focus by retailers to rebalance inventory levels, inflationary pressures and uncertainty over the volatility and direction of future demand patterns on the Company’s future sales, operating results, cash flows, liquidity and financial condition, will continue to be driven by numerous evolving factors the Company cannot accurately predict and which will vary.

The Company has taken actions to further strengthen its financial position and balance sheet, and maintain financial liquidity and flexibility.

The Company believes these actions and its cash generating capability, together with its borrowing capacity and available cash and cash equivalents, provide adequate liquidity, both in the near-term and longer-term, to fund its operations, support its growth platforms, pay down debt and debt maturities as they come due and execute its ongoing business initiatives.

The Company regularly assesses its cash requirements and the available sources to fund these needs.

The Company believes the extent of the impact of this rapidly changing retail and consumer landscape, which reflects major retailers’ focus on tight control over their inventory levels, fluctuating interest rates and indirect macroeconomic impacts from geopolitical conflicts as well as recently imposed tariffs by the current U.S.

presidential administration, including those most recently announced reciprocal

tariffs, some of which are currently delayed, and countries’ retaliatory actions in response to such tariffs, will continue to be driven by numerous evolving factors the Company cannot accurately predict and which will vary.

For further information, refer to Risk Factors in Part I - Item 1A and Recent Developments in Part II - Item 7.

For further information, refer to Risk Factors in Part I - Item 1A and Recent Developments and Liquidity and Capital Resources in Part II - Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operation s of the Company's most recent Annual Report on Form 10-K, filed on February 13, 2026.

At September 30, 2025, the Company had cash and cash equivalents of approximately $229 million, of which approximately $205 million was held by the Company’s non-U.S.

At March 31, 2026, the Company had cash and cash equivalents of approximately $201 million, of which approximately $157 million was held by the Company’s non-U.S.

subsidiaries.

Cash, cash equivalents and restricted cash increased (decreased) as follows for the nine months ended September 30, 2025 and 2024 (in millions):

Cash, cash equivalents and restricted cash increased (decreased) as follows for the three months ended March 31, 2026 and 2025 (in millions):

2026 2025 Increase (Decrease)

Cash provided by operating activities $ 103 $ 346 $ (243)

Cash used in operating activities $ (233) $ (213) $ (20)

Cash used in investing activities (29) (27) (2)

Cash provided by (used in) financing activities 59 (64) 123

Cash provided by financing activities 286 270 16

Exchange rate effect on cash, cash equivalents and restricted cash (1) 3 (4)

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Cash Flows from Operating Activities

The change in net cash provided by operating activities reflects higher working capital requirements of the Company due to lapping of prior year reductions, the cash impact of additional tariffs and higher incentive compensation payments in the current year, partially offset by lower restructuring payments.

The change in net cash used in operating activities reflects higher restructuring payment and higher inventory levels driven by planned builds to support anticipated second quarter demand, partially offset by improvement in accounts receivable collections and lower incentive compensation payment.

Cash Flows from Investing Activities

The change in net cash used in investing activities was primarily due to $14 million increase in capital expenditures, partially offset by higher proceeds from the sale of divested businesses and investments.

The change in net cash used in investing activities was primarily due to $22 million decrease in capital expenditures offset by cash used for transactions related to certain hedging instruments.

Cash Flows from Financing Activities

The change in net cash provided by financing activities was primarily due to higher utilization of the Credit Revolver (defined hereafter) during the current period.

See Footnote 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

The change in net cash provided by financing activities primarily reflected proceeds from balance sheet hedge settlements and an increase in accounts receivable collections not yet remitted to the financial institution under the Company’s receivables factoring arrangements, partially offset by lower borrowings under the Credit Revolver (as defined hereafter) during the current period and higher cash used to settle withholding taxes on vested equity awards.

See Footnotes 1 and 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information on factoring of receivables and Credit Revolver, respectively.

Capital Resources

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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.

In accordance with the terms of the Credit Revolver, the Total Net Leverage Ratio covenant is scheduled to decrease as of the last day of the fiscal quarter ending September 30, 2026 and to continue at such level for each fiscal quarter

ending thereafter during the remaining term of the Credit Revolver.

The Company’s ability to continue to comply with the Total Net Leverage Ratio covenant is dependent upon the Company’s future operating and financial performance, which may be affected by economic conditions and other factors beyond our control.

A failure to maintain the Company’s financial covenants and to subsequently remedy a default would impair its ability to borrow under the Credit Revolver and, absent a waiver of such default by the lenders under the Credit Revolver or an amendment or replacement of the Credit Revolver with alternative financing, potentially subject the Company to cross-default and acceleration provisions in its debt documents, which would have a significant adverse effect on the Company’s business, financial condition and operating results.

While the Company would pursue refinancing the Credit Revolver with a new or amended borrowing facility should such action be necessary, there can be no assurance regarding the availability of such a new or amended facility on terms favorable to the Company or at all.

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.

In May 2025, the Company completed the offering and sale of 8.500% senior notes due 2028.

In June 2025, the Company used the proceeds of the offering to fully redeem its 2026 Notes.

Also during the second quarter of 2025, Moody’s and S&P downgraded the Company’s senior unsecured debt rating.

As a result, certain of the Company’s outstanding senior notes were subject to interest rate adjustments, with such adjustments to take effect in the fourth quarter of this year.

See Footnote 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements for further information.

The Company was in compliance with all of its debt covenants at September 30, 2025.

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.

See Footnote 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for further information.

The Company was in compliance with all of its debt covenants at March 31, 2026.

Risk Management

8 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-Q

Item 2. Management’s Discussion and Analysis