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Item 1. Financial Statements

2026-05-07 compared with 2026-02-05 · 244 added, 106 removed, 511 unchanged (41% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Financial Position

As of December 28, 2025 and September 30, 2025

As of March 29, 2026 and September 30, 2025

(in millions)

December 28, 2025 September 30, 2025

March 29, 2026 September 30, 2025

Cash and cash equivalents $ 125.1 $ 123.6

38 unchanged sentences

Condensed Consolidated Statements of Income

For the three month periods ended December 28, 2025 and December 29, 2024

Three Month Periods Ended

For the three and six month periods ended March 29, 2026 and March 30, 2025

Three Month Periods Ended Six Month Periods Ended

(in millions, except per share)

December 28, 2025 December 29, 2024

March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025

Net sales $ 708.9 $ 675.7 $ 1,385.9 $ 1,375.9

2 unchanged sentences

Selling, general & administrative 226.8 218.2 441.3 431.3

Impairment of intangible assets — 15.7 — 15.7

Total operating expenses 226.8 233.9 441.3 447.0

Operating income 43.5 19.5 70.6 64.2

1 unchanged sentence

Interest income ( 0.5 ) ( 0.4 ) ( 1.1 ) ( 3.0 )

Other non-operating expense, net 0.4 4.7

Other non-operating (income) expense, net ( 0.1 ) 1.0 0.3 5.7

Income from continuing operations before income taxes 36.8 11.4 57.3 47.8

Income tax (benefit) expense ( 8.9 ) 11.8

Income tax expense 14.3 9.6 5.4 21.4

Net income from continuing operations 22.5 1.8 51.9 26.4

21 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

For the three month periods ended December 28, 2025 and December 29, 2024

For the three and six month periods ended March 29, 2026 and March 30, 2025

Three Month Periods Ended

Six Month Periods Ended

(in millions)

December 28, 2025 December 29, 2024

March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025

Net income $ 22.1 $ 1.2 $ 50.5 $ 25.0

Other comprehensive income

Foreign currency translation gain (loss)

Foreign currency translation gain (loss) 11.5 ( 65.1 )

Foreign currency translation (loss) gain

Foreign currency translation (loss) gain ( 12.5 ) 31.1 ( 1.0 ) ( 34.0 )

Deferred tax effect 0.1 ( 0.4 ) 0.1 1.9

Foreign currency translation gain (loss), net 11.5 ( 62.8 )

Foreign currency translation (loss) gain, net ( 12.4 ) 30.7 ( 0.9 ) ( 32.1 )

Unrealized gain on derivative instruments

Unrealized (loss) gain on derivative instruments before reclassification ( 1.9 ) 15.0

Net reclassification for loss to income from continuing operations 2.3 0.7

Unrealized gain on derivative instruments after reclassification 0.4 15.7

Unrealized gain (loss) on derivative instruments before reclassification 1.6 ( 6.8 ) ( 0.3 ) 8.2

Net reclassification for loss (gain) to income from continuing operations 3.3 ( 1.2 ) 5.6 ( 0.5 )

Unrealized gain (loss) on derivative instruments after reclassification 4.9 ( 8.0 ) 5.3 7.7

Deferred tax effect ( 1.3 ) 1.9 ( 1.3 ) ( 2.1 )

Net unrealized gain on derivative instruments 0.4 11.7

Net unrealized gain (loss) on derivative instruments 3.6 ( 6.1 ) 4.0 5.6

Defined benefit pension gain

Defined benefit pension gain before reclassification — 1.8

Defined benefit pension gain (loss) before reclassification 0.3 ( 0.9 ) 0.3 0.9

Net reclassification for loss to income from continuing operations 0.3 0.5 0.6 1.0

Defined benefit pension gain after reclassification 0.3 2.3

Defined benefit pension gain (loss) after reclassification 0.6 ( 0.4 ) 0.9 1.9

Deferred tax effect ( 0.1 ) 0.1 ( 0.2 ) ( 0.5 )

Net defined benefit pension gain 0.2 1.7

Net defined benefit pension gain (loss) 0.5 ( 0.3 ) 0.7 1.4

Comprehensive income (loss) 13.8 25.5 54.3 ( 0.1 )

Comprehensive loss from continuing operations attributable to non-controlling interest — ( 0.3 )

Comprehensive income (loss) attributable to controlling interest $ 40.5 $ ( 25.3 )

Comprehensive income (loss) from continuing operations attributable to non-controlling interest — 0.2 — ( 0.1 )

Comprehensive income attributable to controlling interest $ 13.8 $ 25.3 $ 54.3 $ —

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Shareholders' Equity

For the three month period ended December 28, 2025

For the six month period ended March 29, 2026

Common Stock Additional Paid-in Capital

14 unchanged sentences

Balances at December 28, 2025 23.3 0.5 1,979.5 2,236.4 ( 159.8 ) ( 2,157.3 ) 1,899.3

Net income from continuing operations — — — 22.5 — — 22.5

Loss from discontinued operations, net of tax — — — ( 0.4 ) — — ( 0.4 )

Other comprehensive loss, net of tax — — — — ( 8.3 ) — ( 8.3 )

Treasury stock repurchases ( 0.1 ) — — — — ( 6.8 ) ( 6.8 )

Restricted stock issued and related tax withholdings — — ( 0.6 ) — — 0.3 ( 0.3 )

Share based compensation — — 6.0 — — — 6.0

Dividends declared — — — ( 11.3 ) — — ( 11.3 )

Balances at March 29, 2026 23.2 $ 0.5 $ 1,984.9 $ 2,247.2 $ ( 168.1 ) $ ( 2,163.8 ) $ 1,900.7

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Shareholders' Equity

For the three month period ended December 29, 2024

For the six month period ended March 30, 2025

Common Stock Additional Paid-in Capital

14 unchanged sentences

Dividends declared — — — ( 13.6 ) — — ( 13.6 ) — ( 13.6 )

Dividends paid by subsidiary to non-controlling interest — — — — — — — ( 0.7 ) ( 0.7 )

Dividends declared by subsidiary to NCI — — — — — — — ( 0.7 ) ( 0.7 )

Balances as of December 29, 2024 27.3 0.5 1,982.5 2,178.9 ( 253.1 ) ( 1,880.3 ) 2,028.5 0.1 2,028.6

Net income from continuing operations — — — 1.5 — — 1.5 0.3 1.8

Loss from discontinued operations, net of tax — — — ( 0.6 ) — — ( 0.6 ) — ( 0.6 )

Other comprehensive income, net of tax — — — — 24.1 — 24.1 0.2 24.3

Treasury stock repurchases ( 2.0 ) — — — — ( 159.9 ) ( 159.9 ) — ( 159.9 )

Excise tax on net share repurchases — — — — — ( 1.6 ) ( 1.6 ) — ( 1.6 )

Share based compensation — — 5.2 — — — 5.2 — 5.2

Dividends declared — — — ( 12.5 ) — — ( 12.5 ) — ( 12.5 )

Balances as of March 30, 2025 25.3 $ 0.5 $ 1,987.7 $ 2,167.3 $ ( 229.0 ) $ ( 2,041.8 ) $ 1,884.7 $ 0.6 $ 1,885.3

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

For the three month periods ended December 28, 2025 and December 29, 2024

Three Month Periods Ended

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

For the six month periods ended March 29, 2026 and March 30, 2025

Six Month Periods Ended

(in millions) March 29, 2026 March 30, 2025

Cash flows from operating activities

6 unchanged sentences

Share based compensation 10.3 9.9

Impairment of intangible assets — 15.7

Impairment of property, plant and equipment and operating lease assets 0.5 —

Amortization of debt issuance costs 1.8 1.7

Deferred tax benefit ( 3.5 ) ( 1.9 )

Deferred tax expense (benefit) 5.9 ( 5.8 )

Net changes in operating assets and liabilities ( 42.5 ) ( 145.5 )

4 unchanged sentences

Purchases of property, plant and equipment ( 17.4 ) ( 15.1 )

Other investing activity — ( 0.1 )

Net cash used by investing activities ( 17.4 ) ( 15.2 )

Cash flows from financing activities

Payment of debt and debt premium ( 6.2 ) ( 5.1 )

Proceeds from issuance of debt 24.0 83.0

Payment of debt issuance costs — ( 0.1 )

Dividends paid to shareholders ( 21.8 ) ( 25.3 )

Dividends paid by subsidiary to non-controlling interest — ( 0.7 )

Treasury stock purchases ( 42.3 ) ( 232.8 )

1 unchanged sentence

Share based award tax withholding payments, net of proceeds upon vesting ( 8.5 ) ( 4.4 )

Net cash used by financing activities ( 57.6 ) ( 97.3 )

Other financing activity — 0.1

Net cash used by financing activities from continuing operations ( 58.0 ) ( 195.0 )

Effect of exchange rate changes on cash and cash equivalents ( 0.8 ) ( 12.8 )

23 unchanged sentences

The exceptions are the first quarter, which begins on October 1, and the fourth quarter, which ends on September 30.

As a result, the fiscal period end date for the three month periods included within this Quarterly Report for the Company are December 28, 2025 and December 29, 2024, respectively.

As a result, the fiscal period end date for the three and six month periods included within this Quarterly Report for the Company are March 29, 2026 and March 30, 2025, respectively.

Recently Issued Accounting Standards

29 unchanged sentences

(in millions, unaudited)

NOTE 2 – EXIT AND DISPOSAL ACTIVITIES

During the six month period ended March 29, 2026, the Company entered into initiatives at its operating segments for changes in commercial strategies and operations, plus rightsizing of shared operations, resulting in headcount reductions and related termination charges.

Total cumulative exit and disposal costs associated with these initiatives were $ 4.9 million, with no additional significant costs expected to be realized from current initiatives.

The following summarizes restructuring charges for the three and six month periods ended March 29, 2026 and March 30, 2025, included in selling, general & administrative expense on the Condensed Consolidated Statements of Income.

Three Month Periods Ended Six Month Periods Ended

(in millions) March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025

Exit and disposal costs $ 3.8 $ 3.5 $ 4.9 $ 4.0

The following is a summary of restructuring charges by segment for the three and six month periods ended March 29, 2026 and March 30, 2025.

Three Month Periods Ended Six Month Periods Ended

(in millions) March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025

GPC $ 0.5 $ 0.3 $ 1.5 $ 0.3

H&G 0.5 — 0.5 —

HPC 2.2 2.1 2.2 2.6

Corporate and shared operations 0.6 1.1 0.7 1.1

Total exit and disposal activities $ 3.8 $ 3.5 $ 4.9 $ 4.0

The following is a summary of restructuring charges by cost type for the three and six month periods ended March 29, 2026 and March 30, 2025.

(in millions)

Benefits Other

Three month period ended March 29, 2026 $ 3.7 $ 0.1 $ 3.8

Three month period ended March 30, 2025 3.4 0.1 3.5

Six month period ended March 29, 2026 4.8 0.1 4.9

Six month period ended March 30, 2025 3.9 0.1 4.0

The following is a roll forward of the accrual for restructuring charges by cost type for the six month period ended March 29, 2026.

(in millions) Termination

Benefits Other

September 30, 2025 $ 2.1 $ — $ 2.1

Provisions 4.2 — 4.2

Cash expenditures ( 2.8 ) — ( 2.8 )

Foreign currency and other ( 0.1 ) — ( 0.1 )

March 29, 2026 $ 3.4 $ — $ 3.4

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 3 – REVENUE RECOGNITION AND RECEIVABLES

The Company generates all of its revenue from contracts with customers.

The following table disaggregates our revenue for the three month periods ended December 28, 2025 and December 29, 2024, by segment and geographic region (based upon destination) and revenue type.

Three Month Period Ended December 28, 2025 Three Month Period Ended December 29, 2024

The following table disaggregates our revenue for the three and six month periods ended March 29, 2026 and March 30, 2025, by segment and geographic region (based upon destination) and revenue type.

Three Month Period Ended March 29, 2026 Three Month Period Ended March 30, 2025

(in millions) GPC H&G HPC Total GPC H&G HPC Total

9 unchanged sentences

Total revenue $ 299.3 $ 169.5 $ 240.1 $ 708.9 $ 269.2 $ 152.3 $ 254.2 $ 675.7

Six Month Period Ended March 29, 2026 Six Month Period Ended March 30, 2025

(in millions) GPC H&G HPC Total GPC H&G HPC Total

Geographic Sales

NA $ 344.7 $ 239.7 $ 190.0 $ 774.4 $ 317.4 $ 240.8 $ 228.2 $ 786.4

EMEA 216.2 — 238.9 455.1 194.0 — 257.4 451.4

LATAM 6.7 3.7 101.1 111.5 5.2 3.6 85.1 93.9

APAC 13.3 — 31.6 44.9 12.6 — 31.6 44.2

Total revenue $ 580.9 $ 243.4 $ 561.6 $ 1,385.9 $ 529.2 $ 244.4 $ 602.3 $ 1,375.9

Product Sales $ 575.1 $ 242.6 $ 558.7 $ 1,376.4 $ 523.2 $ 243.6 $ 598.6 $ 1,365.4

Licensing 4.0 0.8 2.9 7.7 4.2 0.8 3.4 8.4

Service and other 1.8 — — 1.8 1.8 — 0.3 2.1

Total revenue $ 580.9 $ 243.4 $ 561.6 $ 1,385.9 $ 529.2 $ 244.4 $ 602.3 $ 1,375.9

The Company has identified significant customers consisting of two large retail customers, each regularly exceeding 10% of consolidated net sales.

All segments sell products to the significant customers and sales with those retail customers are considered significant to the respective segments.

The following table summarizes significant concentration risk associated with net sales for the three month periods ended December 28, 2025 and December 29, 2024.

(% of Net Sales) December 28, 2025 December 29, 2024

The following table summarizes significant concentration risk associated with net sales for the three and six month periods ended March 29, 2026 and March 30, 2025.

Three Month Periods Ended Six Month Periods Ended

(% of Net Sales) March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025

Significant customers, exceeding 10% of net sales 34.7 % 34.8 % 35.9 % 36.4 %

2 unchanged sentences

There were no additional concentrations of credit risk exceeding 10% of net trade receivables.

(% of Trade Receivables, Net) December 28, 2025 September 30, 2025

(% of Trade Receivables, Net) March 29, 2026 September 30, 2025

Significant customers, exceeding 10% of net trade receivables 37.8 % 41.6 %

The following summarizes the allowance for product returns with direct customers and estimated credit losses on trade receivables as of December 28, 2025 and September 30, 2025.

The following summarizes the allowance for product returns with direct customers and estimated credit losses on trade receivables as of March 29, 2026 and September 30, 2025.

Costs and reserves associated with standard product warranties with consumers are not material to the condensed consolidated financial statements.

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

(in millions) Line Item March 29, 2026 September 30, 2025

Allowance for doubtful accounts Trade receivables, net $ 6.8 $ 6.3

4 unchanged sentences

NOTE 4 – INVENTORIES

Inventories consists of the following.

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

Inventories consist of the following.

(in millions) March 29, 2026 September 30, 2025

Raw materials $ 49.9 $ 45.7

4 unchanged sentences

Property, plant and equipment consist of the following.

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

(in millions) March 29, 2026 September 30, 2025

Land, buildings and improvements $ 92.0 $ 91.3

6 unchanged sentences

Property, plant and equipment, net $ 242.5 $ 255.0

Depreciation expense on property, plant and equipment for the three month periods ended December 28, 2025 and December 29, 2024 is as follows.

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

Depreciation expense on property, plant and equipment for the three and six month periods ended March 29, 2026 and March 30, 2025 is as follows.

Three Month Periods Ended Six Month Periods Ended

(in millions) March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025

Depreciation expense $ 13.9 $ 14.0 $ 29.5 $ 28.0

Deferred implementation costs for hosted cloud computing arrangements are as follows.

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

(in millions) March 29, 2026 September 30, 2025

Deferred cloud computing costs, net $ 2.0 $ 3.7

1 unchanged sentence

Deferred charges and other 0.6 0.4

Amortization expense of deferred implementation costs for hosted cloud computing costs arrangements for the three month periods ended December 28, 2025 and December 29, 2024 is as follows.

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

Amortization expense of deferred implementation costs for hosted cloud computing arrangements for the three and six month periods ended March 29, 2026 and March 30, 2025 is as follows.

Three Month Periods Ended Six Month Periods Ended

(in millions) March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025

Amortization expense $ 1.1 $ 1.5 $ 2.5 $ 3.0

During the six month period ended March 29, 2026, the Company and its HPC segment modified the operating lease for its North America distribution center operations and entered into a new operating lease for an EMEA distribution center resulting in an additional $ 56.0 million in non-cash operating lease assets.

SPECTRUM BRANDS HOLDINGS, INC.

6 unchanged sentences

Foreign currency impact ( 1.4 ) — ( 1.4 )

As of December 28, 2025 $ 524.9 $ 342.6 $ 867.5

As of March 29, 2026 $ 522.8 $ 342.6 $ 865.4

The carrying value and accumulated amortization of intangible assets are as follows.

December 28, 2025 September 30, 2025

March 29, 2026 September 30, 2025

(in millions) Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net

6 unchanged sentences

Total intangible assets $ 1,450.4 $ ( 536.1 ) $ 914.3 $ 1,462.5 $ ( 524.9 ) $ 937.6

Amortization expense on intangible assets for the three month periods ended December 28, 2025 and December 29, 2024 is as follows.

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

Amortization expense on intangible assets for the three and six month periods ended March 29, 2026 and March 30, 2025 is as follows.

Three Month Periods Ended Six Month Periods Ended

(in millions) March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025

Amortization expense $ 10.3 $ 10.5 $ 20.5 $ 21.0

6 unchanged sentences

NOTE 7 – DEBT

Debt with external lenders consist of the following.

December 28, 2025 September 30, 2025

Debt with external lenders consists of the following.

March 29, 2026 September 30, 2025

(in millions) Amount Rate Amount Rate

Revolver Facility, variable rate, expiring October 19, 2028 $ 24.0 7.0 % $ — — %

3.375 % Exchangeable Notes, due June 1, 2029

12 unchanged sentences

Credit Agreement

As of December 28, 2025, there are no borrowings outstanding under the Company’s $ 500 million revolving credit facility (the “Revolver Facility”) under the Second Amended and Restated Credit Agreement, dated as of October 19, 2023, by and among the Company, SB/RH Holdings, LLC, Royal Bank of Canada, as the administrative agent, and the lenders party thereto, with a borrowing availability under the Revolver Facility of $ 492.2 million, net outstanding letters of credit of $ 7.8 million.

As of March 29, 2026, there was $ 24.0 million outstanding under the Company’s $ 500 million revolving credit facility (the “Revolver Facility”) under the Second Amended and Restated Credit Agreement, dated as of October 19, 2023, by and among the Company, SB/RH Holdings, LLC, Royal Bank of Canada, as the administrative agent, and the lenders party thereto, with a borrowing availability under the Revolver Facility of $ 470.8 million, net of outstanding letters of credit of $ 5.2 million.

3.375 % Exchangeable Notes due June 1, 2029 ("Exchangeable Notes")

16 unchanged sentences

These foreign exchange contracts are fair value hedges of related intercompany balances with the gain or loss on the derivative instruments recorded in earnings offsetting the change in value of the related intercompany balance.

The following summarizes outstanding notional balances and maturities of derivative instruments as of December 28, 2025 and September 30, 2025.

December 28, 2025 September 30, 2025

The following summarizes outstanding notional balances and maturities of derivative instruments as of March 29, 2026 and September 30, 2025.

March 29, 2026 September 30, 2025

(in millions) Notional Balance Maturities thru Notional Balance Maturities thru

Foreign exchange contracts - cash flow hedges $ 325.4 June 2027 $ 333.5 March 2027

Foreign exchange contracts - not designated as hedge 125.1 January 2026 447.7 October 2025

Foreign exchange contracts - cash flow hedges $ 339.0 September 2027 $ 333.5 March 2027

Foreign exchange contracts - not designated as hedge 101.8 April 2026 447.7 October 2025

The following summarizes the fair value and location of outstanding derivative instruments in the Condensed Consolidated Statements of Financial Position.

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

(in millions) Line Item March 29, 2026 September 30, 2025

Derivative Assets

8 unchanged sentences

Total Derivative Liabilities $ 4.5 $ 9.6

The fair value for derivative instruments excludes collateral or standby letter of credit associated with derivative instruments, of which there were none as of December 28, 2025 and September 30, 2025.

The fair value for derivative instruments excludes collateral or standby letter of credit associated with derivative instruments, of which there were none as of March 29, 2026 and September 30, 2025.

The Company is not a party to derivative agreements that require collateral to be posted prior to settlement.

The following summarizes the pre-tax gain (loss) from derivative instruments and location in the Condensed Consolidated Statements of Income for the three month periods ended December 28, 2025 and December 29, 2024, respectively.

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

The following summarizes the pre-tax (loss) gain from derivative instruments and location in the Condensed Consolidated Statements of Income for the three and six month periods ended March 29, 2026 and March 30, 2025, respectively.

Three Month Periods Ended Six Month Periods Ended

(in millions) Line Item March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025

Foreign exchange contracts - cash flow hedges Net sales $ 0.1 $ — $ 0.1 $ —

Foreign exchange contracts - cash flow hedges (effective portion) Cost of goods sold ( 3.4 ) 1.2 ( 5.7 ) 0.5

1 unchanged sentence

Cost of goods sold ( 1.2 ) — ( 3.2 ) —

Foreign exchange contracts - not designated as hedge Other non-operating expense, net ( 0.4 ) ( 3.3 )

Foreign exchange contracts - not designated as hedge Other non-operating (income) expense, net ( 0.3 ) 8.7 ( 0.7 ) 5.4

There was no gain or loss realized from cash flow hedges due to the ineffectiveness or discontinuation of the cash flow hedge because it was not considered probable that the original forecasted transaction would not occur.

See Note 11 - Accumulated Other Comprehensive Income for unrealized gains and losses initially recognized as other comprehensive income and the accumulated unrealized gain (loss) associated with cash flow hedges recognized in AOCI.

As of December 28, 2025, the net loss estimated to be reclassified from AOCI into earnings associated with cash flow hedges over the next 12 months is $ 5.0 million, net of tax.

As of March 29, 2026, the net loss estimated to be reclassified from AOCI into earnings associated with cash flow hedges over the next 12 months is $ 1.6 million, net of tax.

SPECTRUM BRANDS HOLDINGS, INC.

3 unchanged sentences

The Company has not changed the valuation techniques used in measuring the fair value of any financial assets and liabilities during the year.

The carrying value and estimated fair value of financial instruments as of December 28, 2025 and September 30, 2025 according to the fair value hierarchy are as follows.

December 28, 2025 September 30, 2025

The carrying value and estimated fair value of financial instruments as of March 29, 2026 and September 30, 2025 according to the fair value hierarchy are as follows.

March 29, 2026 September 30, 2025

(in millions) Level 1 Level 2 Level 3 Fair Value Carrying Amount Level 1 Level 2 Level 3 Fair Value Carrying Amount

7 unchanged sentences

The carrying values of goodwill, intangible assets and other long-lived assets are tested annually or more frequently if an event occurs that indicates an impairment loss may have been incurred, using fair value measurements with unobservable inputs (Level 3).

See Note 5 - Goodwill and Intangible Assets for additional detail.

The carrying values of cash and cash equivalents, receivables, accounts payable and short term debt approximate fair value based on the short-term nature of these assets and liabilities.

NOTE 10 – SHAREHOLDERS' EQUITY

The following summarizes the activity of common stock repurchases for the three month periods ended December 28, 2025 and December 29, 2024.

December 28, 2025 December 29, 2024

Three Month Periods Ended

(in millions except per share data)

The following summarizes the activity of common stock repurchases for the three and six month periods ended March 29, 2026 and March 30, 2025.

March 29, 2026 March 30, 2025

Three Month Periods Ended (in millions except per share data)

Number of Shares Repurchased Average Price Per Share Amount Number of Shares Repurchased Average Price Per Share Amount

Open Market Purchases 0.1 $ 62.25 $ 6.8 2.0 $ 81.66 $ 159.9

In June 2025, the Company entered into a rule 10b5-1 repurchase plan for $ 50.0 million to facilitate daily market share repurchases through February 13, 2026, until the cap is reached or until the plan is terminated, which was subsequently amended in September 2025 to increase the cap to $ 100 million.

Repurchases through the rule 10b5-1 repurchase plans are included in the open market purchases above.

As of December 28, 2025, there has been $ 80.8 million repurchased pursuant to the new 10b5-1 repurchase plan.

March 29, 2026 March 30, 2025

Six Month Periods Ended (in millions except per share data)

Number of Shares Repurchased Average Price Per Share Amount Number of Shares Repurchased Average Price Per Share Amount

Open Market Purchases 0.7 $ 56.14 $ 42.3 2.8 $ 84.36 $ 232.8

In June 2025, the Company entered into a 10b5-1 repurchase plan for $ 50.0 million to facilitate daily market share repurchases through February 13, 2026, until the cap is reached or until the plan is terminated, which was subsequently amended in September 2025 to increase the cap to $ 100 million.

Repurchases through the 10b5-1 repurchase plan are included in the open market purchases above.

The 10b5-1 repurchase plan was terminated in February 2026.

Under the 10b5-1 repurchase plan, a total of 1.6 million shares were repurchased for an aggregate cost of $ 87.6 million.

On February 3, 2026, the Board of Directors authorized an additional $ 300.0 million in repurchases under the current stock repurchase program.

SPECTRUM BRANDS HOLDINGS, INC.

2 unchanged sentences

NOTE 11 - ACCUMULATED OTHER COMPREHENSIVE INCOME

The change in the components of AOCI for the three month period ended December 28, 2025, was as follows.

The change in the components of AOCI for the six month period ended March 29, 2026, was as follows.

(in millions) Foreign Currency Translation Derivative Instruments Defined Benefit Pension Total

7 unchanged sentences

Deferred tax effect — — ( 0.1 ) ( 0.1 )

Other comprehensive income, net of tax

11.5 0.4 0.2 12.1

Other comprehensive income attributable to controlling interest

1 unchanged sentence

Balance at December 28, 2025 ( 128.8 ) 1.0 ( 32.0 ) ( 159.8 )

The following presents reclassifications of the gain (loss) on the Condensed Consolidated Statements of Income from AOCI for the three month period ended December 28, 2025:

(in millions) Derivative Instruments Defined Benefit Pension Total

Other comprehensive (loss) income before reclassification ( 12.5 ) 1.6 0.3 ( 10.6 )

Net reclassification for loss to income from continuing operations — 3.3 0.3 3.6

Other comprehensive (loss) income before tax ( 12.5 ) 4.9 0.6 ( 7.0 )

Deferred tax effect 0.1 ( 1.3 ) ( 0.1 ) ( 1.3 )

Other comprehensive (loss) income attributable to controlling interest ( 12.4 ) 3.6 0.5 ( 8.3 )

Balance at March 29, 2026 $ ( 141.2 ) $ 4.6 $ ( 31.5 ) $ ( 168.1 )

The following presents reclassifications of the gain (loss) on the Condensed Consolidated Statements of Income from AOCI for the three and six month period ended March 29, 2026:

(in millions) Three Month Period Ended March 29, 2026 Six Month Period Ended March 29, 2026

Derivative Instruments Defined Benefit Pension Total Derivative Instruments Defined Benefit Pension Total

Net sales $ 0.1 $ — $ 0.1 $ 0.1 $ — $ 0.1

Cost of goods sold ( 3.4 ) — ( 3.4 ) ( 5.7 ) — ( 5.7 )

Other non-operating expense, net — ( 0.3 ) ( 0.3 )

The change in the components of AOCI for the three month period ended December 29, 2024, was as follows.

Other non operating income, net — ( 0.3 ) ( 0.3 ) — ( 0.6 ) ( 0.6 )

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

The change in the components of AOCI for the six month period ended March 30, 2025, was as follows.

Foreign Currency Translation Derivative Instruments Defined Benefit Pension Total

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Balance at December 29, 2024 ( 226.6 ) 9.5 ( 36.0 ) ( 253.1 )

The following table presents reclassifications of the gain (loss) on the Condensed Consolidated Statements of Income from AOCI for the three month period ended December 29, 2024.

(in millions) Derivative Instruments Defined Benefit Pension Total

Other comprehensive income (loss) before reclassification 31.1 ( 6.8 ) ( 0.9 ) 23.4

Net reclassification for (loss) income to income from continuing operations — ( 1.2 ) 0.5 ( 0.7 )

Other comprehensive income (loss) before tax 31.1 ( 8.0 ) ( 0.4 ) 22.7

Deferred tax effect ( 0.4 ) 1.9 0.1 1.6

Other comprehensive income (loss), net of tax 30.7 ( 6.1 ) ( 0.3 ) 24.3

other comprehensive loss from continuing operations attributable to non-controlling interest 0.2 — — 0.2

Other comprehensive income (loss) attributable to controlling interest 30.5 ( 6.1 ) ( 0.3 ) 24.1

Balance at March 30, 2025 $ ( 196.1 ) $ 3.4 $ ( 36.3 ) $ ( 229.0 )

The following table presents reclassifications of the gain (loss) on the Condensed Consolidated Statements of Income from AOCI for the three and six month period ended March 30, 2025.

(in millions) Three Month Period Ended March 30, 2025 Six Month Period Ended March 30, 2025

Derivative Instruments Defined Benefit Pension Total Derivative Instruments Defined Benefit Pension Total

Cost of goods sold $ 1.2 $ — $ 1.2 $ 0.5 $ — $ 0.5

Other non-operating expense, net — ( 0.5 ) ( 0.5 )

Other non-operating income, net — ( 0.5 ) ( 0.5 ) — ( 1.0 ) ( 1.0 )

SPECTRUM BRANDS HOLDINGS, INC.

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NOTE 12 - INCOME TAXES

The effective tax rate for the three month periods ended December 28, 2025 and December 29, 2024, was as follows:

December 28, 2025 December 29, 2024

The effective tax rate for the three and six month periods ended March 29, 2026 and March 30, 2025, was as follows:

Three Month Periods Ended Six Month Periods Ended

March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025

Effective tax rate 38.9 % 83.9 % 9.4 % 44.8 %

The estimated annual effective tax rate applied to the three month period ended December 28, 2025, differs from the US federal statutory rate of 21% principally due to income earned outside the U.S.

The estimated annual effective tax rate applied to the three and six month period ended March 29, 2026, differs from the US federal statutory rate of 21% principally due to income earned outside the U.S.

that is subject to U.S.

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taxable income for Fiscal 2026, which does not allow it to take advantage of the foreign-derived intangible income deduction or foreign tax credits on its GILTI income.

The Company’s federal effective tax rate on GILTI was therefore 21 % During the three month period ended December 28, 2025, the Company effectively settled an uncertain tax position in the U.S.

As a result, the Company recognized a non-cash reduction in income tax expense of $ 17.6 million during the period.

The Company’s federal effective tax rate on GILTI was therefore 21 % During the six month period ended March 29, 2026, the Company effectively settled an uncertain tax position in the U.S.

As a result, the Company recognized a non-cash reduction in income tax expense of $ 17.6 million during the six month period ended March 29, 2026.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

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We have not conducted invasive testing at all sites and locations and have identified an environmental remediation liability to the extent such remediation requirements have been identified and are considered estimable.

The following is a summary of the environmental remediation liability as of December 28, 2025 and September 30, 2025:

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

The following is a summary of the environmental remediation liability as of March 29, 2026 and September 30, 2025:

(in millions) March 29, 2026 September 30, 2025

Environmental remediation liability $ 5.2 $ 5.4

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There have been no recent product issues that management believes would have a material impact on the Company's financial condition or operating results.

As of December 28, 2025 and September 30, 2025, the Company recognized $ 2.1 million and $ 2.0 million, respectively, in product liability, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position.

As of March 29, 2026 and September 30, 2025, the Company recognized $ 2.9 million and $ 2.0 million, respectively, in product liability, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position.

SPECTRUM BRANDS HOLDINGS, INC.

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gain or loss from the early extinguishment of debt;

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

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.

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See Note 3 - Revenue Recognition and Receivables for further breakdown of revenue by segment.

The segments are supported through center-led corporate shared service operations which are enabling functions to the segments consisting of finance and accounting, information technology, legal and human resource, supply chain and commercial operations.

Costs attributable to such shared service operations are allocated to the segments based upon various metrics which are considered representative to the use and support provided by such enabling functions to each of the segments.

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NOTE 14 - SEGMENT INFORMATION (continued)

Financial information for the Company's segments, including net sales, significant expenses and reconciliation of Segment Adjusted EBITDA to Income from Continuing Operations Before Income Taxes for the three month periods ended December 28, 2025, and December 29, 2024 are as follows:

December 28, 2025 December 29, 2024

Financial information for the Company's segments, including net sales, significant expenses and reconciliation of Segment Adjusted EBITDA to Income from Continuing Operations Before Income Taxes for the three and six month periods ended March 29, 2026, and March 30, 2025 are as follows:

Three Month Periods Ended March 29, 2026 March 30, 2025

(in millions) GPC H&G HPC Total GPC H&G HPC Total

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Income from continuing operations before income taxes $ 36.8 $ 11.4

Six Month Periods Ended March 29, 2026 March 30, 2025

(in millions) GPC H&G HPC Total GPC H&G HPC Total

Net sales $ 580.9 $ 243.4 $ 561.6 $ 1,385.9 $ 529.2 $ 244.4 $ 602.3 $ 1,375.9

Cost of goods sold 353.5 145.2 375.3 874.0 312.7 149.1 402.9 864.7

Selling, general & administrative 139.9 68.8 167.6 376.3 131.2 69.0 172.4 372.6

Other non-operating expense, net ( 0.3 ) — 0.2 ( 0.1 ) 0.7 — 3.1 3.8

Depreciation & amortization 18.0 9.9 10.3 38.2 16.9 9.7 10.1 36.7

Segment Adjusted EBITDA $ 105.8 $ 39.3 $ 28.8 173.9 $ 101.5 $ 36.0 $ 34.0 171.5

Interest expense 14.1 13.7

Depreciation 29.5 28.0

Amortization 20.5 21.0

Corporate costs 28.4 25.4

Interest income

( 1.1 ) ( 3.0 )

Share-based compensation 10.3 9.9

Non-cash impairment charges 0.5 15.7

Exit and disposal costs 4.9 4.0

Global ERP transformation 1

Litigation charges 2

Income from continuing operations before income taxes $ 57.3 $ 47.8

________________________________________

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.

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NOTE 14 - SEGMENT INFORMATION (continued)

Depreciation and amortization relating to the segments are as follows for the three month periods ended December 28, 2025 and December 29, 2024 :

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

Depreciation and amortization relating to the segments are as follows for the three and six month periods ended March 29, 2026 and March 30, 2025 :

Three month periods ended Six month periods ended

(in millions) March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025

GPC $ 9.0 $ 8.5 $ 18.0 $ 16.9

H&G 4.9 4.8 9.9 9.7

HPC 4.3 5.0 10.3 10.1

Total segments 18.2 18.3 38.2 36.7

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Segment assets consist of Inventories, net.

The following is a summary of segment assets and a reconciliation of segment assets to total assets of the Company were as follows as of December 28, 2025 and September 30, 2025:

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

The following is a summary of segment assets and a reconciliation of segment assets to total assets of the Company as of March 29, 2026 and September 30, 2025:

Segment assets (in millions) March 29, 2026 September 30, 2025

GPC $ 155.3 $ 161.4

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Geographic Financial Information

Net sales by geographic regions (based upon destination) for the three month periods ended December 28, 2025 and December 29, 2024 are as follows:

Net sales to external parties - Geographic Disclosure (in millions) December 28, 2025 December 29, 2024

Net sales by geographic regions (based upon destination) for the three and six month periods ended March 29, 2026 and March 30, 2025 are as follows:

Three month periods ended Six month periods ended

Net sales to external parties - Geographic Disclosure (in millions) March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025

United States $ 413.9 $ 402.5 $ 752.8 $ 762.5

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Net sales $ 708.9 $ 675.7 $ 1,385.9 $ 1,375.9

Long-lived asset information, consisting of Property Plant and Equipment, Net, and Operating Lease Assets, for the three month periods ended December 28, 2025 and September 30, 2025 by geographic area are as follows:

Long-lived assets - Geographic Disclosure (in millions) December 28, 2025 September 30, 2025

Long-lived asset information, consisting of Property, Plant and Equipment, Net, and Operating Lease Assets, for the three month periods ended March 29, 2026 and September 30, 2025 by geographic area are as follows:

Long-lived assets - Geographic Disclosure (in millions) March 29, 2026 September 30, 2025

United States $ 301.0 $ 270.9

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Latin America 2.5 2.1

North America - Other 4.3 4.7

Asia-Pacific 3.8 4.7

North America - Other 1.2 1.6

Total long-lived assets $ 361.1 $ 328.5

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Performance based restricted stock units are excluded if the performance targets upon which the issuance of the shares is contingent have not been achieved and the respective performance period has not been completed as of the end of the current period.

Shared based awards that would be excluded from the diluted earnings per share calculations as the effect of the inclusion would have been antidilutive were considered immaterial.

Share based awards that would be excluded from the diluted earnings per share calculations as the effect of the inclusion would have been antidilutive were considered immaterial.

From the time of the issuance of the Exchangeable Notes, the average market price of the Company’s common shares has been less than the initial conversion price, and consequently no shares have been included in diluted earnings per share for the conversion value of the Exchangeable Notes.

The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive shares for the three month periods ended December 28, 2025 and December 29, 2024, are as follows:

(in millions, except per share amounts) December 28, 2025 December 29, 2024

The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation and the anti-dilutive shares for the three and six month periods ended March 29, 2026 and March 30, 2025, are as follows:

Three Month Periods Ended Six Month Periods Ended

(in millions, except per share amounts) March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025

Net income from continuing operations attributable to controlling interest $ 22.5 $ 1.5 $ 51.9 $ 25.8

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Diluted earnings per share $ 0.94 $ 0.03 $ 2.16 $ 0.90

NOTE 16 – SUBSEQUENT EVENT

On May 1, 2026, the Company entered into a definitive agreement, through its indirect subsidiaries, for a strategic investment from funds affiliated with Oaktree Capital Management L.P.

(“Oaktree”) in its HPC business for $ 127 million in cash, before transaction fees.

The investment by Oaktree consists of $ 67 million in the form of convertible preferred equity (“HPC Preferred Equity”) and $ 60 million in the form of a first lien term loan on the HPC business (“HPC Term Loan”), which is recourse only to the HPC business.

Dividends on the HPC Preferred Equity accrue at 8.0 % per annum, compounded quarterly, and the HPC Term Loan bears interest at HPC’s option at either SOFR plus 5.50 % or the base rate plus 4.50 %.

Neither party has any obligation to make capital contributions into the HPC business.

The HPC Preferred Equity is convertible into common equity of the HPC business.

Following the closing, other than serving as collateral to the HPC Term Loan, the HPC business will no longer be part of the collateral package of the Company’s indebtedness.

The transaction is expected to close on or about May 11, 2026.

Following the closing of the transaction upon receipt of required regulatory approvals, on a pro forma basis Oaktree will hold an approximately 27 % equity stake in the HPC business, with the remainder held by a wholly-owned subsidiary of the Company.

This investment establishes a strategic partnership designed to support the long-term growth of the HPC business.

This transaction represents a further step in Spectrum Brands’ previously announced commitment to separate the HPC business from its other businesses.

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

What changed 10-Q

Item 1. Financial Statements