What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-05 compared with 2025-08-07 · 121 added, 221 removed, 173 unchanged (66% of the section changed)

3 unchanged sentences

Our actual results could differ materially from those discussed in these forward-looking statements.

Factors that could cause or contributed these differences include those discussed within "Forward Looking Statements" included elsewhere in this Quarterly Report, and in Item 1A.

Factors that could cause or contribute to these differences include those discussed within "Forward-Looking Statements" included elsewhere in this Quarterly Report, and in Item 1A.

Risk Factors and "Forward-Looking Statements" included within our 2025 Annual Report.

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Our consolidated and segment results contain non-GAAP metrics such as organic net sales, adjusted EBITDA and adjusted EBITDA margin.

While we believe organic net sales and adjusted EBITDA are useful supplemental information, such adjusted results are not intended to replace our financial results in accordance with Accounting Principles Generally Accepted in the United States (“GAAP”) and should be read in conjunction with those GAAP results.

While we believe organic net sales, adjusted EBITDA and adjusted EBITDA margin are useful supplemental information, such adjusted results are not intended to replace our financial results in accordance with generally accepted accounting principles in the United States (“GAAP”) and should be read in conjunction with those GAAP results.

Organic Net Sales.

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We exclude net sales from acquired businesses in the current year for which there are no comparable sales in the prior period.

The following is a reconciliation of reported net sales to organic net sales for the three and nine month period ended June 29, 2025 compared to net sales for the three and nine month period ended June 30, 2024:

The following is a reconciliation of reported net sales to organic net sales for the three month period ended December 28, 2025 compared to net sales for the three month period ended December 29, 2024:

Three Month Periods Ended

(in millions, except %) June 29, 2025

Net Sales Effect of Changes in Currency Organic Net Sales

June 30, 2024

GPC $ 255.2 $ (5.3) $ 249.9 $ 282.2 $ (32.3) (11.4) %

H&G 189.2 0.1 189.3 211.0 (21.7) (10.3) %

HPC 255.2 (1.6) 253.6 286.2 (32.6) (11.4) %

Total $ 699.6 $ (6.8) $ 692.8 $ 779.4 (86.6) (11.1) %

Nine Month Periods Ended

(in millions, except %)

June 29, 2025

(in millions, except %) December 28, 2025

Net Sales Effect of Changes in Currency Organic Net Sales

June 30, 2024

December 29, 2024

GPC $ 281.6 $ (6.4) $ 275.2 $ 260.0 $ 15.2 5.8 %

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Adjusted EBITDA and adjusted EBITDA margin are non-GAAP metrics used by management, which we believe are useful to investors to measure the operational strength and performance of our business.

These metrics provide investors additional information about our operating profitability for certain non-cash items, non-routine items we do not expect to continue at the same level in the future, as well as other items not core to our continuing operations.

By providing these measures, together with a reconciliation of the most directly comparable GAAP measure, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives, as securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities, and they are regularly used by management and our board of directors for internal purposes in evaluating our business performance, making budgeting decisions, and comparing our performance against other peer companies using similar measures.

They facilitate comparisons between peer companies since interest, taxes, depreciation, and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies.

These metrics provide investors additional information about our operating profitability excluding certain non-cash items, non-routine items we do not expect to continue at the same level in the future, as well as other items not core to our continuing operations.

These metrics are also useful to investors in that securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities, and they are regularly used by management and our board of directors for internal purposes in evaluating our business performance, making budgeting decisions, and comparing our performance against other peer companies using similar measures since interest, taxes, depreciation, and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies.

Adjusted EBITDA is also used for determining compliance with the Company’s debt covenants.

EBITDA is calculated by excluding the Company’s income tax expense, interest expense, depreciation expense and amortization expense (from intangible assets) from net income.

Adjusted EBITDA also excludes certain non-cash adjustments including share based compensation (see Note 11 - Share Based Compensation in the Notes to the Condensed Consolidated Financial Statements for further detail);

impairment charges on property, plant and equipment, right of use lease assets, and goodwill and other intangible assets, (See Note 5- Property, Plant and Equipment and Note 6 - Goodwill and Intangible Assets in the Notes to the Condensed Consolidated Financial Statements for further detail, as applicable);

gain or loss from the early extinguishment of debt through the repurchase or early redemption of debt (See Note 7 - Debt in the Notes to the Condensed Consolidated Financial Statements for further detail, as applicable);

and purchase accounting adjustments recognized in income subsequent to an acquisition attributable to the step-up in value on assets acquired, including, but not limited to, inventory or lease assets.

Adjusted EBITDA also excludes certain non-cash adjustments including share based compensation expense;

impairment charges on property, plant and equipment, right of use lease assets, and goodwill and other intangible assets, as applicable;

gain or loss from the early extinguishment of debt through the repurchase or early redemption of debt, as applicable;

and purchase accounting adjustments recognized in income subsequent to an acquisition attributable to the step-up in value on assets acquired.

Additionally, the Company will further recognize adjustments from adjusted EBITDA for other costs, gains and losses that are considered significant, non-recurring, or otherwise not supporting the continuing operations and revenue generating activity of the segment or Company, including but not limited to, exit and disposal activities, or incremental costs associated with strategic transactions, restructuring and optimization initiatives such as the acquisition or divestiture of a business, related integration or separation costs, or the development and implementation of strategies to optimize or restructure the Company and its operations.

Adjusted EBITDA margin is adjusted EBITDA as a percentage of reported net sales.

The following is a reconciliation of Net Income From Continuing Operations to Adjusted EBITDA and Adjusted EBITDA margin for the three and nine month periods ended June 29, 2025 and June 30, 2024.

Three Month Periods Ended Nine Month Periods Ended

(in millions, except %) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

The following is a reconciliation of Net Income From Continuing Operations to Adjusted EBITDA and Adjusted EBITDA margin for the three month periods ended December 28, 2025 and December 29, 2024, respectively.

(in millions, except %) December 28, 2025 December 29, 2024

Net income from continuing operations $ 29.4 $ 24.6

Income tax expense 1.5 22.4 22.9 60.3

Income tax (benefit) expense

Interest expense 6.8 6.2

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Non-cash impairment charges 0.5 —

Non-cash purchase accounting adjustments — 0.2 — 1.1

Loss (gain) from early extinguishment of debt — 2.2 — (2.6)

Exit and disposal costs 1.1 0.5

HHI separation costs 1

0.3 0.9 1.4 3.0

HPC separation initiatives 1

(0.1) 5.4 0.9 8.5

Global ERP transformation 1

2.3 4.3 7.1 11.2

HPC product recall 2

Representation and warranty insurance proceeds 3

Litigation costs 2

1.2 0.8 2.8 2.2

0.6 (0.2) 1.1 0.7

Adjusted EBITDA $ 62.6 $ 77.8

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________________________________________

1 Incremental costs associated with strategic transactions, restructuring and optimization initiatives, including, but not limited to, the acquisition or divestiture of a business, related integration or separation costs, or the development and implementation of strategies to optimize or restructure operations.

Refer to Strategic Transactions, Restructuring and Optimization Initiatives discussion within the Business Overview section for further detail.

2 Incremental net costs from product recalls in the HPC segment.

See Note 14 - Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements for further detail.

3 Gain from the receipt of insurance proceeds on representation and warranty policies during the prior year associated with the Tristar Business acquisition.

See Note 14 - Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements for further detail.

4 Litigation costs associated with the Tristar Business acquisition.

See Note 14 - Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements for further detail.

5 Other is attributable to other project costs associated with distribution center transitions and key executive severance and one-time compensatory costs.

1 Costs attributable to a multi-year transformation project to upgrade and implement our enterprise-wide operating systems to SAP S/4 HANA on a global basis, including project management and professional services for planning, design, and business process review that do not qualify as software configuration and implementation costs recognized as capital expenditures or deferred costs under applicable accounting principles.

The Company had recently extended the project to include its HPC segment and anticipates costs to be incurred through further deployments through calendar year 2026.

2 Litigation costs are associated with the Company's cost to facilitate various ongoing litigation matters associated with the Tristar Business acquisition in Fiscal 2023, previously disclosed in our 2025 Annual Report.

Such costs are anticipated to be incurred until such litigation matters have been resolved.

3 Other is attributable to other project costs associated with previous strategic separation initiatives and distribution center transitions, plus certain non-recurring key executive severance costs in the prior year.

For additional discussion and overview of the business, please refer to Item 1.

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The changes to U.S.

trade policy with the introduction of incremental U.S.

tariffs on imported goods, especially on Chinese imports, are expected to have a significant impact to our operations, increasing costs for sourced products, materials and components, and thus raising cost of goods sold and pressuring profit margins.

To mitigate this, the Company has adjusted prices to pass on some costs to customers and is actively managing its supply chain and engaging suppliers to support cost sharing or expand supply chain diversification, which can further impact our ability to supply customers timely during periods of such transitions.

With the incremental tariffs on Chinese imports announced in early April 2025, we temporarily paused virtually all finished goods imports out of China.

Following further amendments to the interim tariff rates, we subsequently reinstated our imports of finished goods during the three month period ended June 29, 2025 without substantial risk to margin realization, but we have recognized some impact on near-term fulfillment and distribution as part of our operating results, which are considered short-term and non-recurring.

The changing tariff policies impact all segments to varying degrees, most significantly with the HPC segment as most all products supporting the U.S.

business are imported from southeast Asia, with the majority coming from China.

The HPC business has been actively pursuing sourcing alternatives and moving production to diversify its supply chain and more effectively manage risk.

Over 60% of net sales in the HPC segment are driven through international markets and are not directly impacted by U.S.

With the temporary pause of Chinese imports, the U.S.

business in the HPC segment was limited to its current and in-transit inventory in the near term, impacting operating results for the three month period ended June 29, 2025.

As we have reinstated our supply chain to import product, the HPC business expects improvement in its fulfillment and distribution through the end of the fiscal year.

The GPC business has certain aquatic equipment and chews & treats products that are sourced out of China, but has a higher degree of diversity within its product sourcing with major suppliers outside of China, which has allowed it to move production more swiftly to alternative supply.

GPC finished goods imports from China were temporarily paused, but were reinstated within the period, and the impact from tariffs on sourced products have been predominantly mitigated through pricing adjustments.

GPC also manufactures aquatics nutrition products at its facility in EMEA and imports such products into the U.S., which are also subject to the enacted tariffs.

The Company has predominantly mitigated the impact primarily through pricing adjustments and cost management.

The H&G segment is predominantly manufactured and sold within the U.S.

but will also be impacted by tariffs, to a lesser degree, with certain affected material costs and a small portfolio of products, such as baits, traps and mops, that are internationally sourced and are being evaluated for alternative sourcing strategies.

Due to the limited impact on the H&G segment and seasonal supply for its products, the impact from tariffs will not substantially impact near term operating results, with anticipated impacts mitigated through pricing adjustments and vendor cost management.

We have intensified our focus on operational efficiencies by optimizing production processes, reducing waste, and leveraging technology to enhance productivity, aiming to offset cost increases and protect margins.

With the most recent implemented tariff changes, there is an expected impact on operating results and we are closely monitoring impacts to our projections and forecasts.

trade policy including the introduction of incremental U.S.

tariffs on imported goods in the prior year have had a significant impact to our operations, increasing costs for sourced products, materials and components, and thus raising cost of goods sold and pressuring profit margins.

The changes to tariffs were introduced midway through our prior fiscal year, impacting our operating results primarily during the second half of the prior fiscal year.

Our mitigation strategies included adjusting pricing and actively managing supply chain by engaging suppliers to support cost sharing or expanding supply chain diversification.

The changing tariff policies impacted our reporting segments to varying degrees, most significantly with HPC, as most all of its products supporting the U.S.

business are imported from southeast Asia.

HPC has actively pursued sourcing alternatives and has been moving production to diversify its supply chain and more effectively manage risk.

Over 60% of net sales in HPC are driven through international markets and were not directly impacted by U.S.

Comparatively, our other segments were less affected.

GPC has certain aquatic equipment and chews & treats products that were sourced primarily from China, but have a higher degree of sourcing diversity with major suppliers elsewhere, which has allowed it to move production more swiftly to alternative supply.

GPC also manufactures aquatics nutrition products at its facility in Germany and imports them into the U.S., but such tariff-related costs have been predominantly mitigated through pricing adjustments and cost management.

The H&G segment products are predominantly manufactured and sold within the U.S.

with only certain material costs and a small portfolio of products, such as baits, traps and mops, that are internationally sourced and affected by U.S.

tariffs, with such costs having been mitigated through pricing adjustments and vendor cost management.

We have continued our focus on operational efficiencies by optimizing production processes, reducing waste, and leveraging technology to enhance productivity, with the aim of offsetting cost increases and protecting margins.

With the trade policy and tariff changes realized in the prior fiscal year, we believe our mitigation strategies have been successful in protecting our profitability and minimizing the impact in comparability of our operating performance.

Regardless, we continue to closely monitor the trade environment for impacts to our projections and forecasts.

We have managed cash flow and secured our balance sheet to support the ongoing business through the evolving changes in U.S.

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Strategic Transactions, Restructuring and Optimization Initiatives

We periodically evaluate and enter into strategic transactions that may result in the acquisition or divestiture of a business which impacts the comparability of the financial results of the consolidated group and or segments.

Additionally, we develop and enter into restructuring and optimization initiatives to improve efficiencies and utilization to reduce costs, increase revenues and improve margins, which may have a significant impact on the comparability of financial results on the condensed consolidated financial statements.

These changes and updates are inherently difficult and our ability to achieve the anticipated cost savings and other benefits from such operating strategies may be affected by a number of other macro-economic factors, or inflation and increased interest rates, many of which are beyond our control.

Additionally, we enter into internal restructuring and optimization initiatives to improve efficiencies and utilization to reduce costs, increase revenues and improve margins, which may have a significant impact on the comparability of financial results on the condensed consolidated financial statements.

These changes and updates are inherently difficult and our ability to achieve the anticipated cost savings and other benefits from such operating strategies may be affected by a number of other macro-economic factors, such as inflation and increased interest rates, which are beyond our control.

Moreover, the comparability of financial information may be impacted by incremental amounts attributable to such strategic transactions, restructuring and optimization initiatives.

The following is a summary of costs attributable to strategic transactions and business development costs that are considered as potentially having a significant impact on the comparability of the financial results on the consolidated financial statements and segment financial information, for the respective projects during the three and nine month periods ended June 29, 2025 and June 30, 2024:

Three month periods ended Nine Month Periods Ended

(in millions) June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

The following is a summary of costs attributable to strategic transactions and business development costs that are considered as potentially having a significant impact on the comparability of the financial results on the consolidated financial statements and segment financial information, for each of the projects during the three month periods ended December 28, 2025 and December 29, 2024, respectively:

Three month periods ended

(in millions) December 28, 2025 December 29, 2024

Global ERP transformation 1

HHI separation costs 2

$ 0.3 $ 0.9 $ 1.4 $ 3.0

HPC separation initiatives 3

(0.1) 5.4 0.9 8.5

Global ERP transformation 3

2.3 4.3 7.1 11.2

Other project costs 4

0.1 0.2 0.6 0.5

Total $ 2.7 $ 4.8

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1 Costs attributable to the HHI divestiture consisting of subsequent costs to facilitate separation and transition of systems and processes subject to transition services agreements (“TSAs”).

Costs were incurred through the transition period of up to 24 months following the close of the transaction as the Company exited TSAs in June 2025.

2 Costs attributable to efforts to facilitate a strategic separation of the HPC segment either through a spin, merger or sale, consisting of legal and professional fees to facilitate transaction opportunities and diligence, consult on tax and compliance implications, legal entity restructurings, system and process segregation, carve-out financials and the confidential filing of a Form 10 registration statement in July 2024.

Costs are expected to be incurred until a transaction is realized.

Costs are anticipated to be incurred through various deployments through calendar year 2025.

The Company had recently extended the project to include its HPC segment and anticipates costs to be incurred through further deployments through calendar year 2026.

2 Costs attributable to the HHI divestiture consisting of costs to facilitate separation and transition of systems and processes subject to transition service agreements ("TSAs"), which closed effective June 2025 with no further subsequent costs incurred.

3 Costs attributable to efforts to facilitate a strategic separation of the HPC segment either through a spin, merger or sale, consisting of legal and professional fees to facilitate transaction opportunities and diligence efforts.

The Company continues to assess strategic opportunities for a proposed HPC separation, as well as considerations within the macroeconomic environment that may affect the timing and ability to execute on such initiative.

4 Other project costs are attributable to distribution center transitions.

Exit and Disposal Activity

The Company periodically recognizes exit and disposal costs primarily consisting of severance and contract termination costs that may be attributable to a reorganization or restructuring of the Company, cost savings initiatives, or in consideration of a recent strategic transaction.

Such actions result in the recognition of costs to the Company that are considered incremental and not reflective of the continuing operating costs of the business and may impact the comparability of the consolidated company and its segments.

See Note 2 - Exit and Disposal Activities in the Notes to the Condensed Consolidated Financial Statements for further discussion.

Refinancing Activity

Financing activity during and between comparable periods may have a significant impact on the comparability of financial results on the condensed consolidated financial statements.

• On May 23, 2024, the Company completed its offering of $350.0 million principal amount of 3.375% Exchangeable Senior Notes due June 1, 2029 (the “Exchangeable Notes”), recognizing $11.8 million of fees and expenses which were capitalized as debt issuance costs and will be amortized over the term of the Exchangeable Notes.

• Concurrent with the issuance of the Exchangeable Notes, the Company completed a tender offer on the aggregate outstanding principal balance of the 4.00% Senior Notes due 2026 (the “2026 Notes”), the 5.00% Senior Notes due 2029, the 5.50% Senior Notes due 2030, and the 3.875% Senior Notes due 2031 (the “2031 Notes”) (collectively, the “Tendered Notes”) and redeemed the remaining outstanding principal balance of the 2026 Notes, resulting in the reduction of the principal debt balance of $1,174.4 million and recognition of a loss on early extinguishment of $2.2 million during the three and nine month periods ended June 30, 2024.

• During the year ended September 30, 2024, the Company repurchased outstanding bonds in the open market at a discount resulting in the recognition of a gain on extinguishment of $4.7 million in the nine month period ended June 30, 2024.

We periodically recognize exit and disposal costs primarily consisting of severance and contract termination costs that may be attributable to a reorganization or restructuring of the Company, cost savings initiatives, or in consideration of a recent strategic transaction.

Such actions result in the recognition of costs to us that are considered incremental and not reflective of the continuing operating costs of the business and may impact the comparability of the consolidated company and its segments.

Consolidated Results of Operations

The following is summarized consolidated results of operations for the three and nine month periods ended June 29, 2025 and June 30, 2024.

(in millions, except %) Three Month Periods Ended Variance Nine Month Periods Ended Variance

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

The following is a summary of consolidated results of operations for the three month periods ended December 28, 2025 and December 29, 2024, respectively.

(in millions, except %) December 28, 2025 December 29, 2024 Variance

Net sales $ 677.0 $ 700.2 $ (23.2) (3.3) %

1 unchanged sentence

Selling, general & administrative 214.5 213.1 1.4 0.7 %

Impairment of intangible assets — — — n/m 15.7 43.0 (27.3) (63.5) %

Impairment of property, plant and equipment and operating leases 7.8 5.1 2.7 52.9 % 7.8 5.6 2.2 39.3 %

Representation and warranty insurance proceeds — — — n/m — (65.0) 65.0 n/m

Interest expense 6.8 6.2 0.6 9.7 %

Interest income (0.6) (13.4) 12.8 n/m (3.6) (54.3) 50.7 n/m

Loss (gain) from early extinguishment of debt — 2.2 (2.2) n/m — (2.6) 2.6 n/m

Interest income (0.6) (2.6) 2.0 (76.9) %

Other non-operating expense, net 0.4 4.7 (4.3) (91.5) %

Income tax expense 1.5 22.4 (20.9) (93.3) % 22.9 60.3 (37.4) (62.0) %

Income tax (benefit) expense (8.9) 11.8 (20.7) n/m

Net income from continuing operations 29.4 24.6 4.8 19.5 %

(Loss) income from discontinued operations, net of tax (0.8) (13.1) 12.3 n/m (2.2) 9.6 (11.8) n/m

Loss from discontinued operations, net of tax (1.0) (0.8) (0.2) 25.0 %

Net income 28.4 23.8 4.6 19.3 %

n/m = not meaningful

The following is a summary of net sales by segment for the three and nine month periods ended June 29, 2025 and June 30, 2024, and the principal components of changes in net sales between the respective periods.

(in millions, except %) Three Month Periods Ended Variance Nine Month Periods Ended Variance

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

The following is a summary of net sales by segment for the three month periods ended December 28, 2025 and December 29, 2024, respectively, and the principal components of changes in net sales between the respective periods.

(in millions, except %) December 28, 2025 December 29, 2024 Variance

GPC $ 281.6 $ 260.0 $ 21.6 8.3 %

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Organic $ 15.2 5.8 % $ (18.2) (19.8) % $ (38.7) (11.1) % $ (41.7) (6.0) %

Nine Month Period Ended (in millions, except %) GPC H&G HPC Total

Amount Percent Amount Percent Amount Percent Amount Percent

Volume $ (64.3) (7.6) % $ (15.7) (3.5) % $ (31.7) (3.5) % $ (111.7) (5.1) %

Price (4.0) (0.5) % 5.7 1.3 % 3.7 0.4 % 5.4 0.2 %

Foreign Currency 3.7 0.4 % (0.1) — % (12.0) (1.3) % (8.4) (0.4) %

Total $ (64.6) (7.6) % $ (10.1) (2.3) % $ (40.0) (4.5) % $ (114.7) (5.2) %

Organic $ (68.3) (8.0) % $ (10.0) (2.3) % $ (28.0) (3.1) % $ (106.3) (4.9) %

Refer to the Segment Financial Data section below for further discussion on net sales results.

Gross Profit.

The following is a summary of the gross profit and gross profit margin for the three and nine month periods ended June 29, 2025 and June 30, 2024, respectively, and the principal factors contributing to the change between the respective periods.

Three Month Periods Ended Nine Month Periods Ended

(in millions, except %) June 29, 2025 June 30, 2024 Variance June 29, 2025 June 30, 2024 Variance

The following is a summary of the gross profit and gross profit margin for the three month periods ended December 28, 2025 and December 29, 2024, respectively, and the principal factors contributing to the change between the respective periods.

(in millions, except %) December 28, 2025 December 29, 2024 Variance

Gross profit $ 241.6 $ 257.8 $ (16.2) (6.3) %

Gross profit margin 37.8 % 38.9 % (110) bps 37.4 % 37.5 % (10) bps

Three Month Period Ended Nine Month Period Ended

(in millions, except margin) Gross Profit Margin Gross Profit Margin

Price $ 5.8 50 bps $ 5.3 10 bps

Mix (9.9) (130) bps (17.2) (70) bps

Volume (31.3) 60 bps (40.7) 10 bps

Cost changes (7.3) (100) bps (3.7) (20) bps

Product recalls 1.2 10 bps 6.0 30 bps

Foreign exchange rates 2.8 — bps 4.4 30 bps

Total $ (38.7) (110) bps $ (45.9) (10) bps

Gross profit for the three month period decreased due to lower volumes, with a margin decrease from an unfavorable mix and increased costs from inflation and tariffs, partially offset by pricing adjustments, cost improvements, operational efficiencies and favorable foreign currency.

Gross profit for the nine month period decreased due to lower sales volumes, with a margin decrease from an unfavorable mix partially offset by positive pricing adjustments, favorable foreign currency and product recall activity in the prior period.

Gross profit margin 35.7 % 36.8 % (110) bps

(in millions, except margin) Gross Profit Margin

Price $ 16.0 140 bps

Mix (1.6) (20) bps

Volume (21.0) 5 bps

Cost changes (18.2) (260) bps

Foreign exchange rates 8.6 25 bps

Total $ (16.2) (110) bps

Gross profit for the three month period decreased due to lower volumes and higher costs, with a margin decrease from higher comparable costs from tariffs and inflation partially mitigated through positive pricing adjustments, with higher trade spend and unfavorable mix, partially offset by favorable foreign currency.

Selling, General & Administrative.

The following summarizes the selling, general & administrative costs for the three and nine month periods ended June 29, 2025 and June 30, 2024, respectively, including amounts as a percentage of net sales for each respective period.

Three Month Periods Ended (in millions, except %) June 29, 2025 % of Net Sales June 30, 2024 % of Net Sales Variance

Sales, marketing & advertising $ 85.4 12.2 % $ 94.2 12.1 % $ (8.8) (9.3) %

Distribution 60.4 8.6 % 71.8 9.2 % (11.4) (15.9) %

General & administrative 67.0 9.6 % 66.2 8.5 % 0.8 1.2 %

Research & development 5.5 0.8 % 6.8 0.9 % (1.3) (19.1) %

Strategic transaction, restructuring and optimization 6.7 1.0 % 11.0 1.4 % (4.3) (39.1) %

Total selling, general & administrative $ 225.0 32.2 % $ 250.0 32.1 % (25.0) (10.0) %

Nine Month Periods Ended (in millions, except %) June 29, 2025 % of Net Sales June 30, 2024 % of Net Sales Variance

The following is a summary of the selling, general & administrative costs for the three month periods ended December 28, 2025 and December 29, 2024, respectively, including amounts as a percentage of net sales for each respective period.

Three Month Periods Ended (in millions, except %) December 28, 2025 % of Net Sales December 29, 2024 % of Net Sales Variance

Sales, marketing & advertising $ 78.0 11.5 % $ 79.4 11.3 % $ (1.4) (1.8) %

4 unchanged sentences

Total selling, general & administrative $ 214.5 31.7 % $ 213.1 30.4 % 1.4 0.7 %

Selling, general & administrative expenses decreased for the three and nine month periods due to cost savings initiatives offset by higher costs on marketing and advertising initiatives.

Sales, marketing and advertising costs decreased for the three month period due to the reduced or deferred spending towards marketing and advertising initiatives, while costs increased for the nine month period due to the Company's investment towards brand focused marketing and advertising initiatives in the first half of the fiscal year.

Distribution costs decreased for the three and nine month periods due to lower volumes plus cost reduction and optimization in our distribution operations and supply chain.

General & administrative costs decreased for the three and nine month periods due to lower overhead costs from cost improvement initiatives, partially offset by the expiration of transition service agreements associated with the HHI divestiture in June 2025.

Research & development costs were consistent between periods for the three and nine month periods.

Strategic transaction, restructuring and optimization costs, inclusive of exit & disposal costs, decreased for the three and nine month periods due to lower costs towards HPC separation initiatives and the expiration of transition service agreements associated with the HHI divestiture in June 2025, offset by higher exit and disposal costs within the three month period.

See Note 2 - Exit and Disposal Activities in the Notes to the Condensed Consolidated Financial Statements for further discussion.

Impairment of Intangible Assets .

During the nine month period ended June 29, 2025, the Company recognized an impairment charge on its PowerXL® tradename in response to a previously identified triggering event.

See Note 6 - Goodwill and Intangible Assets in the Notes to the Condensed Consolidated Financial Statements for further discussion.

There was no impairment of intangible assets recognized during the three month period ended June 29, 2025.

During the three and nine month periods ended June 30, 2024, the Company recognized an impairment on its Rejuvenate® tradename and a non-core strategic tradename in response to a triggering event.

Impairment of Property, Plant and Equipment and Leases.

During the three and nine month periods ended June 29, 2025, the Company recognized an impairment charge on its Middleton, WI office lease.

See Note 5 - Property, Plant and Equipment in the Notes to the Condensed Consolidated Financial Statements for further discussion .

During the three and nine month periods ended June 30, 2024, the Company recognized an impairment charge for the exit of a HPC distribution center in the prior year.

Representation and Warranty Insurance Proceeds .

During the nine month period ended June 30, 2024, the Company recognized a non-recurring gain of $65.0 million from its representation and warranty insurance policy associated with the Tristar Business acquisition.

See Note 14 - Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements for further discussion.

There is no comparable activity during the three and nine month periods ended June 29, 2025.

Selling, general and administrative expenses increased for the three month periods due to higher general and administrative costs.

Sales, marketing and advertising costs were consistent between periods for the three month period and relative to sales volumes between periods.

Distribution costs were consistent between periods for the three month periods and relative to sales volumes between periods.

General & administrative costs increased for the three month periods due to higher overhead costs following the expiration of transition service agreements associated with the HHI divestiture in the prior year in June 2025.

Research & development costs were consistent between periods.

Strategic transaction, restructuring and optimization costs, inclusive of exit & disposal costs, decreased for the three month periods due to lower costs towards HPC separation initiatives and the expiration of transition service agreements associated with the HHI divestiture in the prior year.

Interest Expense.

Interest expense decreased during the three and nine month periods due to reduced debt borrowings following previously discussed refinancing activity in the prior year.

Interest expense increased during the three month period due to higher finance leases compared to the prior period.

Interest Income.

Interest income decreased during the three and nine month periods due to lower balances in term deposits following the use of funds towards previously discussed refinancing activity in the prior year.

Loss (Gain) From Early Extinguishment of Debt.

During the three and nine month period ended June 30, 2024, the Company recognized a net loss (gain) from extinguishment of debt associated with previously discussed refinancing activity.

There was no comparable activity during the three and nine month periods ended June 29, 2025.

Interest income decreased during the three month period due to lower cash balances held in term deposits compared to the prior period.

Other Non-Operating Expense, Net.

Other non-operating expense is primarily due to changes in foreign currency compared to the prior year.

Other non-operating expense is primarily due to changes in foreign currency compared to the prior period.

Income Taxes.

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tax on global intangible low taxed income, and certain nondeductible expenses.

See Note 13 - Income Tax in the Notes to the Condensed Consolidated Financial Statements for further discussion on the effective tax rate for the three and nine month periods.

Income From Discontinued Operations.

Income from discontinued operations primarily reflect changes to indemnifications associated with divested businesses.

Loss from discontinued operations during the nine month period ended June 30, 2024 were attributable to a tax related indemnification settlement and reduction in previously accrued transaction related costs associated previous divestitures.

During the three and nine month periods ended June 29, 2025 there were no comparable substantive updates or changes.

Noncontrolling Interest.

The net income attributable to noncontrolling interest reflects the share of the net income of our subsidiaries, which are not wholly-owned, attributable to the accounting interest.

Such amount varies in relation to such a subsidiary’s net income or loss for the period and the percentage interest not owned by the Company.

Segment Financial Data

See Note 11 - Income Tax in the Notes to the Condensed Consolidated Financial Statements for further discussion on the effective tax rate for the three month periods.

Loss From Discontinued Operations.

Loss from discontinued operations primarily reflect changes to indemnifications associated with divested businesses.

Se gment Financial Data

Global Pet Care

(in millions, except %) Three Month Periods Ended Variance Nine Month Periods Ended Variance

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

(in millions, except %) December 28, 2025 December 29, 2024 Variance

Net sales $ 281.6 $ 260.0 $ 21.6 8.3 %

Adjusted EBITDA 49.0 51.5 (2.5) (4.9) %

Adjusted EBITDA margin 17.2 % 20.1 % (290) bps 18.5 % 20.2 % (170) bps

Net sales for the three month period decreased with an organic net sales decrease of $32.3 million, or 11.4%, excluding a favorable foreign currency impact of $5.3 million, primarily due to lower North America ("NA") volumes from consumer demand softness in both companion animal and aquatics product categories, plus reduced distribution attributable to stop shipments during tariff driven pricing negotiations and supply constraints from pausing China sourced purchases, offset by distribution wins in the pet specialty channel.

Volumes within Europe, Middle East and Africa ("EMEA") were negatively impacted by lower volume by lower consumer demand and distribution timing offset by continued expansion of Good Boy® volumes in continental Europe.

Net sales for the nine month period decreased with an organic net sales decrease of $68.3 million, or 8.0%, excluding a favorable foreign currency impact of $3.7 million, primarily due to lower NA sales due to category softness, slower replenishment within the e-commerce channel, and reduced distribution attributable to tariff driven pricing negotiations and supply constraints, offset by an increase in EMEA volumes with the expansion of the Good Boy® brand and new product introduction in dog and cat food.

Adjusted EBITDA for the three month period decreased with a margin decrease due to lower volume with inflationary costs and tariffs and an unfavorable mix, offset by pricing adjustments and productivity improvements reduced brand focused investments and favorable foreign currency.

Adjusted EBITDA for the nine month period decreased with a margin decrease due to lower sales volume with inflationary costs and tariffs and an unfavorable mix, offset by pricing adjustments, operational productivity, cost improvements and favorable foreign currency.

Adjusted EBITDA margin 17.4 % 19.8 % (240) bps

Net sales for the three month period increased with an organic net sales increase of $15.2 million, or 5.8%, excluding a favorable foreign currency impact of $6.4 million.

Increase in North America sales with the strategic shift of orders by retail customers out of the prior year in preparation of a system implementation, coupled with positive tariff-related pricing actions and strong category performance for Companion Animal products compared to the prior period.

EMEA sales were positively impacted by favorable foreign currency as EMEA sales decreased excluding foreign currency impacts, primarily due to lower dog and cat food volumes from the transition and timing for new promotional brand launch, partially offset by further expansion of GoodBoy® in continental Europe and organic net sales growth from aquatics from Tetra® and softer prior year comparison.

Adjusted EBITDA and adjusted EBITDA margin for the three month period decreased due to margin pressures from higher tariff costs, and inflation in excess of pricing adjustments and cost improvements, with higher trade spend further impacting margin, despite improved volumes.

Home & Garden

(in millions, except %) Three Month Periods Ended Variance Nine Month Periods Ended Variance

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

(in millions, except %) December 28, 2025 December 29, 2024 Variance

Net sales $ 73.9 $ 92.1 $ (18.2) (19.8) %

Adjusted EBITDA 4.5 9.3 (4.8) (51.6) %

Adjusted EBITDA margin 20.4 % 20.5 % (10) bps 17.2 % 16.2 % 100 bps

Net sales and organic net sales for the three month period decreased due to a delayed season driving slower retail sales, plus earlier seasonal retail inventory build-up reducing volumes from replenishment orders.

Net sales and organic net sales for the nine month period decreased due to a delayed season driving slower retail sales and reduced volumes from replenishment orders.

Adjusted EBITDA for the three month period decreased with a margin decrease due to lower volumes, inflation, incremental brand-focused investments, and an unfavorable mix offset by productivity improvements, favorable cost variances and lower trade spend.

Adjusted EBITDA for the nine month period increased with a margin increase due to improved profitability on lower sales with favorable trade variances, cost improvements offset by higher investment in brand-building advertising and some inflationary cost pressures.

Adjusted EBITDA margin 6.1 % 10.1 % (400) bps

Net sales and organic net sales for the three month period decreased due to the earlier seasonal orders pulled forward by certain retail customers in the prior year plus the strategic pull forward of orders in the prior year period ahead of a system implementation, impacting all pest control product categories, plus improved e-commerce volumes during a historical lower volume period for the segment.

Adjusted EBITDA and Adjusted EBITDA margin for the three month period decreased due to the lower volume, offset by productivity improvements and operating efficiencies, with some positive pricing adjustments to mitigate increased input costs from tariffs and inflation.

Home and Personal Care

(in millions, except %) Three Month Periods Ended Variance Nine Month Periods Ended Variance

June 29, 2025 June 30, 2024 June 29, 2025 June 30, 2024

(in millions, except %) December 28, 2025 December 29, 2024 Variance

Net sales $ 321.5 $ 348.1 $ (26.6) (7.6) %

Adjusted EBITDA 20.7 26.7 (6.0) (22.5) %

Adjusted EBITDA margin 2.7 % 4.1 % (140) bps 4.8 % 6.3 % (150) bps

Net sales for the three month period decreased with an organic net sales decrease of $32.6 million, or 11.4%, excluding a favorable foreign currency impact of $1.6 million with lower EMEA volumes in both home appliance and personal care product categories with slower distribution through traditional retail, offset by increased e-commerce distribution with some reduced consumer demand and uncertainty.

NA volumes also decreased in both categories with lower distribution attributable to stop shipments during tariff driven pricing negotiations and supply constraints from pausing China sourced purchases plus lower category demand, partially offset by pricing adjustments.

LATAM volumes increased with category growth and new product launches.

Net sales for the nine month period decreased with an organic net sales decrease of $28.0 million, or 3.1%, excluding an unfavorable foreign currency impact of $12.0 million, primarily due to lower NA volumes for both product categories with reduced distribution attributable to tariff driven pricing negotiations and supply constraints plus lower category demand, increase in EMEA sales with positive volume growth in e-commerce and favorable foreign currency offset by lower traditional retail distribution and lower consumer confidence, and growth in LATAM volume through new product listings and distribution wins offset by unfavorable foreign currency.

Adjusted EBITDA for the three month period decreased with a margin decrease due to reduced volumes with inflation and tariffs and an unfavorable mix, partially offset by pricing adjustments, lower brand-focused investment in light of tariff supply issues and pricing negotiations, lower distribution costs and favorable foreign currency.

Adjusted EBITDA for the nine month period decreased due to reduced sales volumes with inflationary costs and tariffs and an unfavorable mix, partially offset by pricing adjustments, cost savings initiatives, and favorable foreign currency.

Adjusted EBITDA margin 6.4 % 7.7 % (130) bps

Net sales for the three month period decreased with an organic net sales decrease of $38.7 million, or 11.1%, excluding a favorable foreign currency impact of $12.1 million.

Decrease in EMEA sales were attributable to softness in both Personal Care and Home Appliance product categories due to distribution timing and higher retail inventory following weaker than anticipated holiday sales reducing replenishment orders.

North America sales decreased in both product categories were adversely impacted by overall consumer softness in light of increased product cost from tariffs and SKU rationalization actions in response to changes in trade policy to ensure overall profitability.

LATAM sales increased with new product launches and improved volumes from successful holiday campaigns.

Adjusted EBITDA and Adjusted EBITDA margins for the three month period decreased due to lower volumes, with higher tariff costs mostly mitigated through pricing adjustments and cost improvements, reduced investment spend, and favorable foreign currency.

Liquidity and Capital Resources

The following is a summary of cash flow from continuing operations for the nine month periods ended June 29, 2025 and June 30, 2024, respectively.

(in millions) June 29, 2025 June 30, 2024

The following is a summary of cash flow from continuing operations for the three month periods ended December 28, 2025 and December 29, 2024, respectively.

(in millions) December 28, 2025 December 29, 2024

Operating activities $ 67.7 $ (71.9)

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Cash Flows from Operating Activities

Cash flows provided by operating activities from continuing operations decreased $145.3 million, due to lower sales offset with improved margins and lowered operating and interest costs, with lower working capital realization primarily due to temporary changes in inventory purchasing and related tariff volatility.

Cash flows provided by operating activities from continuing operations increased $139.6 million, due to lower investment in working capital with decreased volumes in H&G and HPC, improved collections on receivables, lower cash paid towards income taxes, and reduced spending on restructuring and separation initiatives.

Cash Flows from Investing Activities

Cash flows used for investing activities increased $910.2 million from cash provided by investing activities in the prior year due to the decreased short term investment activity from the reduction of term deposits following previously discussed funding of refinancing activity in the prior year.

Cash flows used in investing activities increased $2.2 million due to increased capital expenditures.

Cash Flows from Financing Activities

Cash flows used for financing activities decreased $1,318.9 million due to refinancing activity in the prior year and lower share repurchases activity.

During the nine month periods ended June 29, 2025 and June 30, 2024, the Company made cash dividend payments of $36.9 million, or $0.47 per share, and $38.8 million, or $0.42 per share, respectively, which has decreased due to the lower outstanding shares following treasury share repurchase activity.

Cash flows used in financing activities decreased $39.7 million due to lower cash dividends and treasury share repurchase activity.

During the three month periods ended December 28, 2025 and December 29, 2024, the Company made cash dividend payments of $0.47 per share, with total dividend payments decreasing due to fewer outstanding shares following treasury share repurchase activity.

Liquidity Outlook

Our ability to generate cash flow from operating activities coupled with our expected ability to access the credit markets, enables us to execute our growth strategies and return value to our shareholders.

Our ability to make principal and interest payments on borrowings under our debt agreements and our ability to fund planned capital expenditures will depend on the ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, regulatory and other conditions.

Our ability to generate cash flows from operating activities, coupled with our expected ability to access the credit markets, enables us to execute our growth strategies and return value to our shareholders.

Our ability to make principal and interest payments on borrowings under our debt agreements and our ability to fund planned capital expenditures will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, regulatory and other conditions.

Based upon our current and anticipated level of operations, existing cash balances, and availability under our credit facility, we expect cash flows from operations to be sufficient to meet our operating and capital expenditure requirements for at least the next 12 months.

It is not unusual for our business to experience negative operating cash flow during the first quarter of the fiscal year due to the operating calendar with our customers and the seasonality of our working capital.

It is not unusual for our business to experience negative operating cash flow during the first quarter of the fiscal year due to the operating calendar with our retail customers and the seasonality of our working capital.

Additionally, we believe the availability under our credit facility and access to capital markets are sufficient to achieve our longer-term strategic plans.

As of June 29, 2025, the Company had a total cash and cash equivalents of $122.0 million and borrowing availability of $388.5 million under our credit facility with a total liquidity of $510.5 million.

As of December 28, 2025, the Company had total cash and cash equivalents of $126.6 million and borrowing availability of $492.2 million under our credit facility with a total liquidity of $618.8 million.

We maintain a capital structure that we believe provides us with sufficient access to credit markets.

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None of the Company’s current borrowings are subject to default or acceleration as a result of a downgrading of credit ratings, although a downgrade of the Company’s credit ratings could increase fees and interest charges on future borrowings.

As of June 29, 2025, we were in compliance with all covenants under the Credit Agreement and the indentures governing the 3.375% Notes, due June 1, 2029 and the 3.875% Notes, due March 15, 2031.

As of December 28, 2025, we were in compliance with all covenants under the Credit Agreement and the indentures governing the 3.375% Exchangeable Notes, due June 1, 2029 and the 3.875% Notes, due March 15, 2031.

Short-term financing needs primarily consist of working capital requirements, capital spending, periodic principal and interest payments on our long-term debt, and initiatives to support restructuring, integration or other strategic projects.

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This seasonality requires the Company to ship large quantities of products ahead of peak consumer buying season that can impact cash flow demands to meet manufacturing and inventory requirements earlier in the fiscal year, as well as extended credit terms and/or promotional discounts throughout the peak season.

From time to time the Company enters into factoring agreements and customers' supply chain financing arrangements to provide for the sale of certain trade receivables to unrelated third-party financial institutions.

The factored receivables are accounted for as a sale without recourse, and the balance of the receivables sold are removed from the Condensed Consolidated Balance Sheet at the time of the sales transaction, with the proceeds received recognized as an operating cash flow.

Amounts received from customers for factored receivables are recognized as a payable and remitted to the factor based upon terms of the factoring agreements.

The Company has currently discontinued its receivable factoring activity but may factor receivables in the future which will be dependent on various factors.

Additionally, the Company facilitates a voluntary supply chain financing program to provide certain of its suppliers with the opportunity to sell receivables due from the Company (the Company's payables) to an unrelated third-party financial institution under the sole discretion of the supplier and the participating financial institution.

There are no guarantees provided by the Company or its subsidiaries and we do not enter into any agreements with the suppliers regarding their participation.

The Company's responsibility is limited to payments on the original terms negotiated with its suppliers, regardless of whether the suppliers sell their receivables to the financial institution and continue to be recognized as Accounts Payable on the Company's Condensed Consolidated Balance Sheet with cash flow activity recognized as an operating cash flow.

We do not believe the level of supplier based financing to be material.

Other than the changes to debt obligations previously noted, there have been no material changes to our debt obligations, lease obligations, employee benefit obligations, or other contractual obligations or commercial commitments previously disclosed.

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Spectrum Brands, Inc.

(“SBI”) has issued the 3.375% Notes, due June 1, 2029, under the 2029 Indenture and the 3.875% Exchangeable Notes, due March 15, 2031, under the 2031 Indentures (collectively, the “Notes”).

(“SBI”) has issued the 3.375% Exchangeable Notes, due June 1, 2029, under the 2029 Indenture and the 3.875% Notes, due March 15, 2031, under the 2031 Indenture (collectively, the “Notes”).

The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Spectrum Brands Holdings, Inc., as parent guarantor, and SBI’s domestic subsidiaries.

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Investments in non-guarantor subsidiaries and the earnings or losses from those non-guarantor subsidiaries have been excluded.

Nine Month Period Ended Year Ended

(in millions) June 29, 2025 September 30, 2024

Three Month Period Ended Year Ended

(in millions) December 28, 2025 September 30, 2025

Statements of Operations Data

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Gross profit 121.8 613.1

Operating (loss) income (1.8) 22.2

Net loss from continuing operations (125.7) (23.6)

Net loss (127.9) (6.1)

Net loss attributable to controlling interest (127.9) (6.1)

Operating loss (8.7) (6.9)

Intercompany dividend income

Net income from continuing operations 16.3 197.9

Net income 15.3 198.1

Net income attributable to controlling interest 15.3 198.1

Statements of Financial Position Data

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Noncurrent liabilities 903.1 865.9

The Obligor’s amounts due from, due to the non-guarantor subsidiaries as of June 29, 2025 and September 30, 2024 are as follows:

(in millions) June 29, 2025 September 30, 2024

The Obligor’s amounts due from, due to the non-guarantor subsidiaries as of December 28, 2025 and September 30, 2025 are as follows:

(in millions) December 28, 2025 September 30, 2025

Statements of Financial Position Data

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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