What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2026-02-05 · 138 added, 77 removed, 217 unchanged (50% of the section changed)

5 unchanged sentences

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

Unless the context indicates otherwise, the term the "Company," "we," "us," or "our" are used to refer to Spectrum Brands Holdings, Inc.

Unless the context indicates otherwise, the terms the "Company," "we," "us," or "our" are used to refer to Spectrum Brands Holdings, Inc.

and its subsidiaries collectively.

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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 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 %) December 28, 2025

Net Sales Effect of Changes in Currency Organic Net Sales

December 29, 2024

The following is a reconciliation of reported net sales to organic net sales for the three and six month period ended March 29, 2026 compared to net sales for the three and six month period ended March 30, 2025:

Three Month Periods Ended (in millions, except %) March 29, 2026

Net Sales Effect of Changes in Foreign Currency

Organic Net Sales

March 30, 2025

GPC $ 299.3 $ (9.7) $ 289.6 $ 269.2 $ 20.4 7.6 %

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Total $ 708.9 $ (22.9) $ 686.0 $ 675.7 10.3 1.5 %

Six Month Periods Ended (in millions, except %) March 29, 2026

Net Sales Effect of Changes in Foreign Currency Organic Net Sales

March 30, 2025

GPC $ 580.9 $ (16.1) $ 564.8 $ 529.2 $ 35.6 6.7 %

H&G 243.4 (0.1) 243.3 244.4 (1.1) (0.5) %

HPC 561.6 (25.2) 536.4 602.3 (65.9) (10.9) %

Total $ 1,385.9 $ (41.4) $ 1,344.5 $ 1,375.9 (31.4) (2.3) %

Adjusted EBITDA and Adjusted EBITDA Margin.

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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 month periods ended December 28, 2025 and December 29, 2024, respectively.

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

The following is a reconciliation of Net Income From Continuing Operations to Adjusted EBITDA and Adjusted EBITDA margin 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, except %) March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025

Net income from continuing operations $ 22.5 $ 1.8 $ 51.9 $ 26.4

Income tax (benefit) expense

Income tax expense 14.3 9.6 5.4 21.4

Interest expense 7.3 7.5 14.1 13.7

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Global ERP transformation 1

2.4 2.3 4.8 4.8

Litigation costs 2

0.7 0.8 1.6 1.6

2.8 0.4 3.1 2.6

Adjusted EBITDA $ 84.0 $ 71.3 $ 146.6 $ 149.1

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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.

3 Other is attributable to other project costs associated with 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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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.

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

business are imported from southeast Asia.

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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.

In February 2026, the U.S.

Supreme Court overturned the tariffs imposed in the prior year under the International Emergency Economic Powers Act (" IEEPA"), reducing the impact of U.S.

tariffs on imported goods prospectively.

The ruling did not address refunds and, as such, there is uncertainty about who may be entitled to refunds.

In March 2026, the Court of International Trade ("CIT") directed the U.S.

Customs and Border Protection ("CBP") to begin refunding all tariffs imposed under IEEPA and in April 2026, the Trump Administration has developed a refund mechanism and portal but has not waived its right to appeal the CIT order to limit the scope of refunds and may dispute refunds for some claims which may affect our consideration regarding recovery recognition.

We have been evaluating our approach towards potential refunds and have not yet taken steps to seek a refund of tariffs we have previously paid.

Additionally, we are evaluating other implications attributable to such actions including effects on our customers and the potential risk of price concessions which may give rise to future obligations and affect future operating results.

As of March 28, 2026, the consolidated financial statements do not reflect any impacts attributable to such refunds.

We continue to closely monitor the trade environment for impacts on 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.

trade policy and potential impacts to the global-macro economic environment.

trade policy and potential impacts on the global-macro economic environment.

We are focused on supply chain diversification, operational efficiency, and strategic investments for sustaining growth and profitability amid trade uncertainties.

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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 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

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 our financial results as reflected on the consolidated financial statements and segment financial information, for each of the projects during 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) March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025

Global ERP transformation 1

$ 2.4 $ 2.3 $ 4.8 $ 4.8

HHI separation costs 2

HPC separation initiatives 3

1.9 (0.3) 1.9 1.0

Other project costs 4

0.9 0.3 1.2 0.5

Total $ 5.2 $ 2.6 $ 7.9 $ 7.4

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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.

The Company has 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.

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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 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

The following is a summary of consolidated results of operations for the three and six month periods ended March 29, 2026 and March 30, 2025, respectively.

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

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

Net sales $ 708.9 $ 675.7 $ 33.2 4.9 % $ 1,385.9 $ 1,375.9 $ 10.0 0.7 %

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Selling, general & administrative 226.8 218.2 8.6 3.9 % 441.3 431.3 10.0 2.3 %

Impairment of intangible assets — 15.7 (15.7) n/m — 15.7 (15.7) n/m

Interest expense 7.3 7.5 (0.2) (2.7) % 14.1 13.7 0.4 2.9 %

Interest income (0.5) (0.4) (0.1) 25.0 % (1.1) (3.0) 1.9 (63.3) %

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

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

Net income 28.4 23.8 4.6 19.3 %

Other non-operating (income) expense, net (0.1) 1.0 (1.1) n/m 0.3 5.7 (5.4) (94.7) %

Income tax expense 14.3 9.6 4.7 49.0 % 5.4 21.4 (16.0) (74.8) %

Net income from continuing operations 22.5 1.8 20.7 n/m 51.9 26.4 25.5 96.6 %

Loss from discontinued operations, net of tax (0.4) (0.6) 0.2 (33.3) % (1.4) (1.4) — n/m

Net income 22.1 1.2 20.9 n/m 50.5 25.0 25.5 102.0 %

n/m = not meaningful

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

The following is a summary of net sales by segment for the three and six month periods ended March 29, 2026 and March 30, 2025, respectively, and the principal components of changes in net sales between the respective periods.

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

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

GPC $ 299.3 $ 269.2 $ 30.1 11.2 % $ 580.9 $ 529.2 $ 51.7 9.8 %

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Organic $ 20.4 7.6 % $ 17.1 11.2 % $ (27.2) (10.7) % $ 10.3 1.5 %

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

Amount Percent Amount Percent Amount Percent Amount Percent

Volume $ 26.1 4.9 % $ (5.1) (2.1) % $ (83.1) (13.8) % $ (62.1) (4.5) %

Price 9.5 1.8 % 4.0 1.6 % 17.2 2.9 % 30.7 2.2 %

Foreign Currency 16.1 3.0 % 0.1 — % 25.2 4.2 % 41.4 3.0 %

Total $ 51.7 9.8 % $ (1.0) (0.4) % $ (40.7) (6.8) % $ 10.0 0.7 %

Organic $ 35.6 6.7 % $ (1.1) (0.5) % $ (65.9) (10.9) % $ (31.4) (2.3) %

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 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

The following is a summary of the gross profit and gross profit margin for the three and six month periods ended March 29, 2026 and March 30, 2025, respectively, and the principal factors contributing to the change between the respective periods.

Three Month Periods Ended Six Month Periods Ended

(in millions, except %) March 29, 2026 March 30, 2025 Variance March 29, 2026 March 30, 2025 Variance

Gross profit $ 270.3 $ 253.4 $ 16.9 6.7 % $ 511.9 $ 511.2 $ 0.7 0.1 %

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.

Gross profit margin 38.1 % 37.5 % 60 bps 36.9 % 37.2 % (30) bps

Three Month Period Ended Six Month Period Ended

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

Price $ 14.6 130 bps $ 30.6 140 bps

Mix (2.5) (40) bps (4.1) (30) bps

Volume (0.8) 15 bps (21.8) 5 bps

Cost changes (6.3) (90) bps (24.5) (180) bps

Foreign exchange rates 11.9 45 bps 20.5 35 bps

Total $ 16.9 60 bps $ 0.7 (30) bps

Gross profit for the three month period increased with a margin increase due to positive pricing adjustments to address higher comparable costs from tariffs and inflationary costs with higher trade spend, increased volumes and favorable foreign currency.

Gross profit for the six month period increased with a margin decrease due to positive pricing adjustments and favorable foreign currency mitigating higher costs from higher comparable costs, with higher trade spend, unfavorable mix and lower overall volume.

Selling, General & Administrative.

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

The following is a summary of the selling, general & administrative costs for the three and six month periods ended March 29, 2026 and March 30, 2025, respectively, including amounts as a percentage of net sales for each respective period.

Three Month Periods Ended (in millions, except %) March 29, 2026 % of Net Sales March 30, 2025 % of Net Sales Variance

Sales, marketing & advertising $ 75.8 10.7 % $ 79.2 11.7 % $ (3.4) (4.3) %

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Total selling, general & administrative $ 226.8 32.0 % $ 218.2 32.3 % 8.6 3.9 %

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.

Six Month Periods Ended (in millions, except %) March 29, 2026 % of Net Sales March 30, 2025 % of Net Sales Variance

Sales, marketing & advertising $ 153.8 11.1 % $ 158.6 11.5 % $ (4.8) (3.0) %

Distribution 125.4 9.0 % 121.8 8.9 % 3.6 3.0 %

General & administrative 138.6 10.0 % 127.8 9.3 % 10.8 8.5 %

Research & development 10.7 0.8 % 11.6 0.8 % (0.9) (7.8) %

Strategic transaction, restructuring and optimization 12.8 0.9 % 11.5 0.8 % 1.3 11.3 %

Total selling, general & administrative $ 441.3 31.8 % $ 431.3 31.3 % 10.0 2.3 %

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

Sales, marketing and advertising costs decreased between periods and relative to net sales which was primarily attributable to cost management and timing and partially offset by an increase in distribution costs between periods for the three and six month periods.

General & administrative costs increased for the three and six month periods due to higher overhead costs following the expiration of transition service agreements associated with the HHI divestiture 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.

Strategic transaction, restructuring and optimization costs, inclusive of exit & disposal costs, increased for the three and six month periods due to incremental initiatives during the three month period plus additional costs towards HPC separation initiatives and the expiration of transition service agreements associated with the HHI divestiture in the prior year.

Impairment of Intangible Assets.

During the three and six month period ended March 30, 2025, the Company recognized an impairment charge on its PowerXL® tradename in response to a triggering event identified during the three month period ended March 30, 2025.

There is no such comparable amounts recognized during the three and six month periods ended March 29, 2026.

Interest Expense.

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

Interest expense during the three and six month periods was consistent to the prior period.

Interest Income.

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.

Interest income during the three month period was consistent to the prior period, whereas interest income during the six month period decreased due to higher cash balances held in term deposits in the first quarter of the prior period.

Other Non-Operating (Income) Expense, Net.

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

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

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.

See Note 12 - Income Taxes in the Notes to the Condensed Consolidated Financial Statements for further discussion on the effective tax rate for the three and six month periods.

Loss From Discontinued Operations.

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Global Pet Care

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

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

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

Net sales $ 299.3 $ 269.2 $ 30.1 11.2 % $ 580.9 $ 529.2 $ 51.7 9.8 %

Adjusted EBITDA 56.8 50.0 6.8 13.6 % 105.8 101.5 4.3 4.2 %

Adjusted EBITDA margin 17.4 % 19.8 % (240) bps

Adjusted EBITDA margin 19.0 % 18.6 % 40 bps 18.2 % 19.2 % (100) bps

Net sales for the three month period increased with an organic net sales increase of $20.4 million, or 7.6%, excluding a favorable foreign currency impact of $9.7 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.

The increase was driven by better-than-anticipated volumes in North America from e-commerce channels, predominantly within the companion animal category and brands, combined with positive pricing adjustments from inflationary costs, with consistent year-over-year sales in the aquatics category from improved pricing offsetting category decline.

EMEA volumes were positively impacted by continued market growth for companion animal with further expansion of the GoodBoy® brand across continental Europe and sustained market in the United Kingdom, with further benefit from increased orders in advance of a planned system implementation.

Net sales for the six month period increased with an organic net sales increase of $35.6 million or 6.7%, excluding a favorable foreign currency impact of $16.1 million.

The increase was attributable to the increase in North America due to the shift of orders out of the prior year in preparation of a system implementation, coupled with positive pricing adjustments and positive e-commerce distribution for Companion Animal products.

EMEA sales were positively impacted by favorable foreign currency plus increased volumes due to further expansion of GoodBoy® in continental Europe and orders in advance of planned system implementation.

Adjusted EBITDA and adjusted EBITDA margin for the three month period increased due to higher sales volumes, pricing and cost improvement actions partially offset by higher input costs with inflation and higher trade and investment spend impacting margin.

Adjusted EBITDA for the six month period increased due to higher sales volumes and favorable mix offset by higher input costs with inflation in excess of pricing adjustments and cost improvements, and higher trade spend resulting in lower adjusted EBITDA margin.

Home & Garden

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

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

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

Net sales $ 169.5 $ 152.3 $ 17.2 11.3 % $ 243.4 $ 244.4 $ (1.0) (0.4) %

Adjusted EBITDA 34.8 26.7 8.1 30.3 % 39.3 36.0 3.3 9.2 %

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.

Adjusted EBITDA margin 20.5 % 17.5 % 300 bps 16.1 % 14.7 % 140 bps

Net sales and organic net sales for the three month period increased due to favorable retailer sales and weather conditions driving replenishment volumes and growth in our Controls category, which was further benefited by lower prior year volumes with earlier seasonal inventory build up in the prior year, plus some pricing adjustments to mitigate increased input costs.

Net sales and organic net sales for the six month period decreased from prior year volumes due to pull forward of orders out of the prior period ahead of a system implementation and a warmer fall season, offset by favorable retailer sales and weather conditions, combined with favorable pricing adjustments.

Adjusted EBITDA and adjusted EBITDA margin for the three month period increased due to the higher volumes, productivity improvements and operational efficiencies offset by increased trade spend and unfavorable mix with pricing adjustments largely mitigating additional cost due to tariff and inflationary costs.

Adjusted EBITDA and adjusted EBITDA margin for the six month period increased due to positive pricing adjustments, partially offset by increased trade spend and unfavorable mix.

Home and Personal Care

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

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

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

Net sales $ 240.1 $ 254.2 $ (14.1) (5.5) % $ 561.6 $ 602.3 $ (40.7) (6.8) %

Adjusted EBITDA 8.1 7.3 0.8 11.0 % 28.8 34.0 (5.2) (15.3) %

Adjusted EBITDA margin 6.4 % 7.7 % (130) bps

Adjusted EBITDA margin 3.4 % 2.9 % 50 bps 5.1 % 5.6 % (50) bps

Net sales for the three month period decreased with an organic net sales decrease of $27.2 million, or 10.7%, excluding a favorable foreign currency impact of $13.1 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.

The decrease was driven by lower net sales in both Personal Care and Home Appliance categories with overall decreased sales in both North America and EMEA.

The decrease in EMEA sales was impacted by higher levels of retailer inventory following softness in consumer demand amid increased competition within the market, resulting in lower replenishment orders.

North America sales decreased in the Home Appliances category, partially offset by increased sales in the Personal Care category, as consumer demand is adversely impacted by overall consumer softness in light of tariff pricing adjustments, SKU rationalization actions to address change in trade policy to ensure overall profitability, and customer inventory management actions.

LATAM sales volume increased with new product launches and distribution.

Net sales for the six month period decreased with an organic net sales decrease of $65.9 million, or 10.9%, excluding a favorable foreign currency impact of $25.2 million.

The decrease was driven by lower net sales in both product categories in North America and EMEA.

The decrease in EMEA sales was attributable to distribution timing and higher retail inventory following weaker than anticipated holiday sales reducing replenishment orders.

North America sales decreased in both product categories as it was impacted by overall consumer softness due to increased pricing 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.

Adjusted EBITDA and adjusted EBITDA margins for the three month period increased due to pricing, reduced investment spend, cost improvement initiatives, and favorable foreign currency partially offset by lower volumes and higher tariff costs.

Adjusted EBITDA and adjusted EBITDA margins for the six month period decreased due to lower volumes, with higher 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 three month periods ended December 28, 2025 and December 29, 2024, respectively.

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

The following is a summary of cash flow from continuing operations for the six month periods ended March 29, 2026 and March 30, 2025, respectively.

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

Operating activities $ 77.9 $ (48.6)

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Cash Flows from Operating Activities

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 provided by operating activities from continuing operations increased $126.5 million, due to higher sales and improved profitability, lower investment in working capital and improved collections on receivables, lower cash paid towards income taxes, and reduced spending on restructuring and separation initiatives.

Cash Flows from Investing Activities

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Cash flows used in financing activities decreased $137.0 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.

During the six month periods ended March 29, 2026 and March 30, 2025, the Company made quarterly 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 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.

We believe 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.

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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 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.

As of March 29, 2026, the Company had total cash and cash equivalents of $125.1 million and borrowing availability of $470.8 million under our credit facility with a total liquidity of $595.9 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 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.

As of March 29, 2026, 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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We also have long-term obligations associated with defined benefit plans with expected minimum required contributions that are not considered significant to the consolidated group.

The Company has continued to repurchase shares of common stock as further detailed in Note 9 – Shareholders’ Equity in the Notes to the Condensed Consolidated Financial Statements .

We may, from time to time, seek to repurchase additional shares of our common stock and any further repurchase activity will be dependent on prevailing market conditions, liquidity requirements and other factors.

The Company has repurchased shares of common stock as further detailed in Note 10 – Shareholders’ Equity in the Notes to the Condensed Consolidated Financial Statements .

We may, from time to time, seek to repurchase additional shares of our common stock, including through 10b5-1 plans, and any further repurchase activity will be dependent on prevailing market conditions, liquidity requirements and other factors.

A portion of our cash balance is located outside the U.S.

25 unchanged sentences

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

Three Month Period Ended Year Ended

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

Six Month Period Ended Year Ended

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

Statements of Operations Data

3 unchanged sentences

Gross profit 287.1 613.1

Operating loss (8.7) (6.9)

Operating income (loss) 6.9 (6.9)

Intercompany dividend income

7 unchanged sentences

Noncurrent liabilities 931.1 865.9

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

The Obligor’s amounts due from, due to the non-guarantor subsidiaries as of March 29, 2026 and September 30, 2025 are as follows:

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

Statements of Financial Position Data

6 unchanged sentences

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis