What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-07 compared with 2026-05-07 · 285 added, 153 removed, 602 unchanged (42% of the section changed)

2 unchanged sentences

Condensed Consolidated Statements of Financial Position

As of March 29, 2026 and September 30, 2025

As of June 28, 2026 and September 30, 2025

(in millions)

March 29, 2026 September 30, 2025

June 28, 2026 September 30, 2025

Cash and cash equivalents $ 258.9 $ 123.6

10 unchanged sentences

Total assets $ 3,577.7 $ 3,379.6

Liabilities and Shareholders' Equity

Liabilities, Redeemable Noncontrolling Interest and Shareholders' Equity

Current portion of long-term debt $ 12.2 $ 11.7

13 unchanged sentences

Commitments and contingencies (Note 15)

Redeemable noncontrolling interest 61.8 —

Shareholders' equity

6 unchanged sentences

Total shareholders' equity 1,848.7 1,909.7

Total liabilities and shareholders' equity $ 3,473.9 $ 3,379.6

Total liabilities, redeemable noncontrolling interest and shareholders' equity $ 3,577.7 $ 3,379.6

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Income

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

Three Month Periods Ended Six Month Periods Ended

For the three and nine month periods ended June 28, 2026 and June 29, 2025

Three Month Periods Ended Nine Month Periods Ended

(in millions, except per share)

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

June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Net sales $ 753.3 $ 699.6 $ 2,139.2 $ 2,075.5

3 unchanged sentences

Impairment of intangible assets 104.0 — 104.0 15.7

Impairment of property, plant and equipment and operating leases — 7.8 0.5 7.8

Total operating expenses 354.5 232.8 795.8 679.8

2 unchanged sentences

Interest income ( 1.2 ) ( 0.6 ) ( 2.3 ) ( 3.6 )

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

Other non-operating expense, net 0.4 1.5 0.7 7.2

Income from continuing operations before income taxes 8.5 22.0 65.8 69.8

Income tax expense 28.8 1.5 34.2 22.9

Net income from continuing operations 22.5 1.8 51.9 26.4

Net (loss) income from continuing operations ( 20.3 ) 20.5 31.6 46.9

Loss from discontinued operations, net of tax ( 1.2 ) ( 0.8 ) ( 2.6 ) ( 2.2 )

Net income 22.1 1.2 50.5 25.0

Net income from continuing operations attributable to non-controlling interest — 0.3 — 0.6

Net income attributable to controlling interest $ 22.1 $ 0.9 $ 50.5 $ 24.4

Net (loss) income ( 21.5 ) 19.7 29.0 44.7

Net (loss) income from continuing operations attributable to noncontrolling interest — ( 0.2 ) — 0.4

Net income from continuing operations attributable to redeemable noncontrolling interest

Net (loss) income attributable to controlling interest $ ( 26.8 ) $ 19.9 $ 23.7 $ 44.3

Amounts attributable to controlling interest

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

Net (loss) income from continuing operations attributable to controlling interest $ ( 25.6 ) $ 20.7 $ 26.3 $ 46.5

Loss from discontinued operations attributable to controlling interest, net of tax ( 1.2 ) ( 0.8 ) ( 2.6 ) ( 2.2 )

Net income attributable to controlling interest $ 22.1 $ 0.9 $ 50.5 $ 24.4

Net (loss) income attributable to controlling interest $ ( 26.8 ) $ 19.9 $ 23.7 $ 44.3

Earnings Per Share

12 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

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

For the three and nine month periods ended June 28, 2026 and June 29, 2025

Three Month Periods Ended

Six Month Periods Ended

Nine Month Periods Ended

(in millions)

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

June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Net (loss) income $ ( 21.5 ) $ 19.7 $ 29.0 $ 44.7

Other comprehensive (loss) income

Foreign currency translation (loss) gain

3 unchanged sentences

Unrealized gain on derivative instruments

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 loss on derivative instruments before reclassification ( 1.4 ) ( 15.4 ) ( 1.7 ) ( 7.2 )

Net reclassification for loss to income from continuing operations 2.3 2.9 7.9 2.4

Unrealized gain (loss) on derivative instruments after reclassification 0.9 ( 12.5 ) 6.2 ( 4.8 )

7 unchanged sentences

Net defined benefit pension gain (loss) 0.4 ( 1.0 ) 1.1 0.4

Comprehensive income (loss) 13.8 25.5 54.3 ( 0.1 )

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 $ —

Comprehensive (loss) income ( 24.5 ) 71.3 29.8 71.2

Comprehensive income from continuing operations attributable to noncontrolling interest — 0.3 — 0.2

Comprehensive (loss) income attributable to controlling interest $ ( 24.5 ) $ 71.0 $ 29.8 $ 71.0

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Shareholders' Equity

For the six month period ended March 29, 2026

For the nine month period ended June 28, 2026

Common Stock Additional Paid-in Capital

22 unchanged sentences

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

Net loss from continuing operations — — — ( 25.6 ) — — ( 25.6 )

Loss from discontinued operations, net of tax — — — ( 1.2 ) — — ( 1.2 )

Other comprehensive income, net of tax — — — — ( 3.0 ) — ( 3.0 )

Treasury stock repurchases ( 0.2 ) — — — — ( 15.9 ) ( 15.9 )

Excise tax on net share repurchases — — — — — ( 0.2 ) ( 0.2 )

Restricted stock issued and related tax withholdings — — ( 0.2 ) — — 0.2 —

LTIP award conversion to HPC equity units (see Note 12)

— — ( 0.5 ) — — — ( 0.5 )

Share based compensation — — 5.6 — — — 5.6

Dividends declared — — — ( 11.2 ) — — ( 11.2 )

Balances at June 28, 2026 23.0 $ 0.5 $ 1,989.8 $ 2,209.2 $ ( 171.1 ) $ ( 2,179.7 ) $ 1,848.7

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Shareholders' Equity

For the six month period ended March 30, 2025

For the nine month period ended June 29, 2025

Common Stock Additional Paid-in Capital

3 unchanged sentences

Total Shareholders' Equity

Non-controlling Interest

Noncontrolling Interest Total Equity

(in millions) Shares Amount

18 unchanged sentences

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

Net income (loss) from continuing operations — — — 20.7 — — 20.7 ( 0.2 ) 20.5

Loss from discontinued operations, net of tax — — — ( 0.8 ) — — ( 0.8 ) — ( 0.8 )

Other comprehensive income, net of tax — — — — 51.3 — 51.3 0.3 51.6

Treasury stock repurchases ( 0.9 ) — — — — ( 54.4 ) ( 54.4 ) — ( 54.4 )

Excise tax on net share repurchases — — — — — ( 0.5 ) ( 0.5 ) — ( 0.5 )

Restricted stock issued and related tax withholdings — — ( 0.2 ) — — 0.1 ( 0.1 ) — ( 0.1 )

Share based compensation — — 4.8 — — — 4.8 — 4.8

Dividends declared — — — ( 11.9 ) — — ( 11.9 ) — ( 11.9 )

Dividend paid by subsidiary to NCI — — — — — — — ( 0.7 ) ( 0.7 )

Balances at June 29, 2025 24.4 $ 0.5 $ 1,992.3 $ 2,175.3 $ ( 177.7 ) $ ( 2,096.6 ) $ 1,893.8 $ — $ 1,893.8

See accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

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

For the nine month periods ended June 28, 2026 and June 29, 2025

Nine Month Periods Ended

(in millions) June 28, 2026 June 29, 2025

Cash flows from operating activities

2 unchanged sentences

Net income from continuing operations 31.6 46.9

Adjustments to reconcile net income from continuing operations to net cash provided (used) by operating activities from continuing operations:

Adjustments to reconcile net income from continuing operations to net cash provided by operating activities from continuing operations:

Depreciation 44.0 42.6

3 unchanged sentences

Impairment of property, plant and equipment and operating lease assets 0.5 7.8

Amortization of debt issuance costs 1.8 1.7

Amortization of debt issuance costs and discount 3.0 2.6

Non-cash tariff refund accrual ( 57.9 ) —

Deferred tax expense (benefit) 24.7 ( 17.4 )

Net changes in operating assets and liabilities ( 35.8 ) ( 111.3 )

Net cash provided (used) by operating activities from continuing operations 77.9 ( 48.6 )

Net cash provided by operating activities from continuing operations 161.2 33.1

Net cash used by operating activities from discontinued operations ( 0.3 ) ( 0.6 )

Net cash provided (used) by operating activities 77.6 ( 49.3 )

Net cash provided by operating activities 160.9 32.5

Cash flows from investing activities

6 unchanged sentences

Payment of debt issuance costs ( 2.3 ) ( 0.2 )

Proceeds from issuance of preferred shares in subsidiary to noncontrolling interest

Payment of preferred share transaction costs

Dividends paid to shareholders ( 32.6 ) ( 36.9 )

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

Dividends paid by subsidiary to noncontrolling interest — ( 1.4 )

Treasury stock purchases ( 58.2 ) ( 287.2 )

2 unchanged sentences

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 )

Net cash provided (used) by financing activities 2.2 ( 245.0 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 0.7 ) ( 7.3 )

Net change in cash, cash equivalents and restricted cash 135.2 ( 245.0 )

22 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 and six month periods included within this Quarterly Report for the Company are March 29, 2026 and March 30, 2025, respectively.

As a result, the fiscal period end date for the three and nine month periods included within this Quarterly Report for the Company are June 28, 2026 and June 29, 2025, respectively.

Redeemable Noncontrolling Interest

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 LP ("Oaktree") in its HPC business for $ 127.0 million in cash proceeds, before transaction costs and other fees, which effectively closed on May 11, 2026 (the "HPC Transaction").

The HPC Transaction consists of $ 67.0 million in proceeds from the issuance of convertible preferred equity ("HPC Preferred Equity") and $ 60.0 million in proceeds, less a $ 2.4 million original issuance discount, in the form of a first lien term loan on the HPC business ("HPC Term Loan").

Of the $ 67.0 million of HPC Preferred Equity, approximately $ 5.8 million was deferred until the completion of certain international regulatory approvals ("Deferred Purchase"), resulting in $ 61.2 million of HPC Preferred Equity having been issued as of the transaction close on May 11, 2026.

Subsequently, all regulatory approvals were achieved and the Company closed on the Deferred Purchase on July 8, 2026.

As of June 28, 2026, Oaktree held a 24.9 % equity ownership in the HPC business which has subsequently increased to approximately 27.3 % upon consummation of the Deferred Purchase.

The noncontrolling equity holder holds a minority of board seats.

The Company continues to consolidate the HPC business and report it as a reportable segment.

The HPC Preferred Equity is recognized as Redeemable Noncontrolling Interest on the Condensed Consolidated Statement of Financial Position and is classified as mezzanine equity due to contingent redemption being outside the control of the Company.

See Note 8 - Redeemable Noncontrolling Interest for further discussion.

See Note 7 - Debt for further discussion on the HPC Term Loan.

Recently Issued Accounting Standards

30 unchanged sentences

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.

During the nine month period ended June 28, 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 $ 5.3 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

The following summarizes exit and disposal charges for the three and nine month periods ended June 28, 2026 and June 29, 2025, included in Selling, General & Administrative Expense on the Condensed Consolidated Statements of Income .

Three Month Periods Ended Nine Month Periods Ended

(in millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Exit and disposal costs $ 0.4 $ 4.2 $ 5.3 $ 8.2

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

The following is a summary of exit and disposal charges by segment for the three and nine month periods ended June 28, 2026 and June 29, 2025.

Three Month Periods Ended Nine Month Periods Ended

(in millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

GPC $ 0.1 $ 0.5 $ 1.6 $ 0.8

3 unchanged sentences

Total exit and disposal activities $ 0.4 $ 4.2 $ 5.3 $ 8.2

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.

The following is a summary of exit and disposal charges by cost type for the three and nine month periods ended June 28, 2026 and June 29, 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.

Three month period ended June 28, 2026 $ 0.3 $ 0.1 $ 0.4

Three month period ended June 29, 2025 3.6 0.6 4.2

Nine month period ended June 28, 2026 5.1 0.2 5.3

Nine month period ended June 29, 2025 7.5 0.7 8.2

The following is a roll forward of the accrual for exit and disposal charges by cost type for the nine month period ended June 28, 2026.

(in millions) Termination

4 unchanged sentences

Foreign currency and other ( 0.1 ) — ( 0.1 )

March 29, 2026 $ 3.4 $ — $ 3.4

June 28, 2026 $ 2.8 $ — $ 2.8

SPECTRUM BRANDS HOLDINGS, INC.

3 unchanged sentences

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

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

The following table disaggregates our revenue for the three and nine month periods ended June 28, 2026 and June 29, 2025, by segment and geographic region (based upon destination) and revenue type.

Three Month Period Ended June 28, 2026 Three Month Period Ended June 29, 2025

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

9 unchanged sentences

Total revenue $ 263.7 $ 225.2 $ 264.4 $ 753.3 $ 255.2 $ 189.2 $ 255.2 $ 699.6

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

Nine Month Period Ended June 28, 2026 Nine Month Period Ended June 29, 2025

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

11 unchanged sentences

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 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

The following table summarizes significant concentration risk associated with net sales for the three and nine month periods ended June 28, 2026 and June 29, 2025.

Three Month Periods Ended Nine Month Periods Ended

(% of Net Sales) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Significant customers, exceeding 10% of net sales 35.0 % 36.8 % 35.6 % 36.5 %

2 unchanged sentences

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

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

(% of Trade Receivables, Net) June 28, 2026 September 30, 2025

Significant customers, exceeding 10% of net trade receivables 38.0 % 41.6 %

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.

The following summarizes the allowance for product returns with direct customers and estimated credit losses on trade receivables as of June 28, 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 March 29, 2026 September 30, 2025

(in millions) Line Item June 28, 2026 September 30, 2025

Allowance for doubtful accounts Trade receivables, net $ 6.2 $ 6.3

5 unchanged sentences

Inventories consist of the following.

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

(in millions) June 28, 2026 September 30, 2025

Raw materials $ 49.9 $ 45.7

4 unchanged sentences

Property, plant and equipment consist of the following.

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

(in millions) June 28, 2026 September 30, 2025

Land, buildings and improvements $ 92.4 $ 91.3

6 unchanged sentences

Property, plant and equipment, net $ 237.7 $ 255.0

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 on property, plant and equipment for the three and nine month periods ended June 28, 2026 and June 29, 2025 is as follows.

Three Month Periods Ended Nine Month Periods Ended

(in millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Depreciation expense $ 14.5 $ 14.6 $ 44.0 $ 42.6

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

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

(in millions) June 28, 2026 September 30, 2025

Deferred cloud computing costs, net $ 2.6 $ 3.7

1 unchanged sentence

Deferred charges and other 1.9 0.4

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.

Amortization of deferred implementation costs for hosted cloud computing arrangements for the three and nine month periods ended June 28, 2026 and June 29, 2025 is as follows.

Three Month Periods Ended Nine Month Periods Ended

(in millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Amortization of cloud computing costs $ 0.8 $ 2.2 $ 3.3 $ 5.2

During the nine month period ended June 28, 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 ( 2.9 ) — ( 2.9 )

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

As of June 28, 2026 $ 521.3 $ 342.6 $ 863.9

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

March 29, 2026 September 30, 2025

June 28, 2026 September 30, 2025

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

6 unchanged sentences

Total intangible assets $ 1,342.5 $ ( 545.4 ) $ 797.1 $ 1,462.5 $ ( 524.9 ) $ 937.6

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

During the three month period ended June 28, 2026, the Company and its HPC segment realized a triggering event in relation to the implied enterprise value of the HPC business associated with the noncontrolling interest recognized as part of the HPC Transaction, impacting market related inputs and assumptions used in assessing the value for indefinite lived intangible assets held by the HPC business unit.

As a result, we recognized an impairment charge of $ 104.0 million for the three and nine month periods ended June 28, 2026 on related indefinite lived intangible assets.

Amortization expense on intangible assets for the three and nine month periods ended June 28, 2026 and June 29, 2025 is as follows.

Three Month Periods Ended Nine Month Periods Ended

(in millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Amortization expense $ 10.3 $ 10.5 $ 30.8 $ 31.5

7 unchanged sentences

Debt with external lenders consists of the following.

March 29, 2026 September 30, 2025

June 28, 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

6 unchanged sentences

128.0 3.9 % 128.0 3.9 %

HPC Term Loan 60.0 9.1 % — — %

Obligations under finance leases 76.9 5.6 % 85.3 5.6 %

Total debt 633.0 581.4

Unamortized discount on debt ( 2.3 ) —

Debt issuance costs ( 14.9 ) ( 13.5 )

2 unchanged sentences

Credit Agreement

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.

As of June 28, 2026, 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 $ 494.8 million, net of outstanding letters of credit of $ 5.2 million.

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

2 unchanged sentences

Concurrently, the strike price with the associated Capped Calls has been updated to approximately $ 121.23 per share, subject to certain additional adjustments, corresponding to the change in exchange price of the Exchangeable Notes, and the cap price has been updated to approximately $ 158.54 per share, subject to certain additional adjustments.

HPC Term Loan

As part of the HPC Transaction, on May 11, 2026, the Company, through its indirect subsidiaries consisting of the HPC business, entered into the Amended and Restated Credit Agreement ("HPC Credit Agreement") with Oaktree which provides for a new term loan facility with aggregate principal amount of $ 60.0 million and a maturity date of May 11, 2029, including a one-year extension option exercisable by the Company, subject to lender approval.

The HPC Term Loan is subject to a rate per annum equal to SOFR (as defined in the HPC Credit Agreement), plus a margin of 5.50 % or the base rate plus a margin of 4.50 %.

Upon entering into the HPC Term Loan, the net assets of the HPC business were segregated and serve as collateral for the HPC Term Loan, and have been excluded from the collateral package for the remainder of the Company's debt.

The proceeds were used to pay fees and expenses in connection with the transaction and for general corporate purposes.

The HPC Term Loan was issued net of a $ 2.4 million original issue discount and the Company incurred $ 4.2 million of debt issuance costs, which are being amortized with a corresponding charge to interest expense over the remaining term of the loan.

NOTE 8 - REDEEMABLE NONCONTROLLING INTEREST

As part of the HPC Transaction, on May 11, 2026, the Company, through a consolidated subsidiary, issued $ 61.2 million of HPC Preferred Equity in the HPC business to a noncontrolling equity holder for cash proceeds of $ 61.2 million resulting in a 24.9 % ownership on an as-converted basis.

Subsequently, on July 8, 2026, the Company issued an additional $ 5.8 million of HPC Preferred Equity following the completion of certain international regulatory approvals and increasing the noncontrolling ownership interest to 27.3 %.

The noncontrolling equity holder holds a minority of board seats.

The Company continues to consolidate the HPC business and report it as a reportable segment.

Oaktree has certain contingent put and conversion rights associated with the HPC Preferred Equity, certain of which are outside the control of the Company.

The Company considers the HPC Preferred Equity probable of becoming redeemable.

The Company recognized $ 56.5 million as redeemable noncontrolling interest, net related transaction costs of $ 4.6 million, upon close of the initial issuance of HPC Preferred Equity.

Cumulative dividends on the HPC Preferred Equity accrete at 8.0 % per annum, compounded quarterly.

Income and losses are allocated to Redeemable Noncontrolling Interest in accordance with the terms of the liquidation waterfall which represents the higher of (i) the 8.0 % dividend accretion and (ii) the allocation of comprehensive income reflective on an as-converted basis.

After this allocation, if the book value of Redeemable Noncontrolling Interest is less than the redemption value, the Company will further accrete the book value of the Redeemable Noncontrolling Interest in accordance with the subsequent measurement guidance for mezzanine equity.

The following is a rollforward of Redeemable Noncontrolling Interest for the three and nine month periods ended June 28, 2026.

HPC Preferred Equity issuance, net related transaction costs of $ 4.6 million

Liquidation preference adjustment

Balance as of June 28, 2026

SPECTRUM BRANDS HOLDINGS, INC.

10 unchanged sentences

The Company periodically enters into forward contracts to economically hedge a portion of risk from intercompany balances denominated in foreign currencies.

These obligations generally require the Company to exchange foreign currencies for Australian Dollars, Canadian Dollars, Czech Koruna, Euros, Japanese Yen, Polish Zloty, Pound Sterling, or U.S.

These obligations generally require the Company to exchange foreign currencies for Australian Dollars, Canadian Dollars, Colombian Pesos, Danish Krone, Euros, Polish Zloty, Pound Sterling, Swedish Krona or U.S.

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 March 29, 2026 and September 30, 2025.

March 29, 2026 September 30, 2025

The following summarizes outstanding notional balances and maturities of derivative instruments as of June 28, 2026 and September 30, 2025.

June 28, 2026 September 30, 2025

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

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

Foreign exchange contracts - cash flow hedges $ 333.3 December 2027 $ 333.5 March 2027

Foreign exchange contracts - not designated as hedge 205.3 July 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 March 29, 2026 September 30, 2025

(in millions) Line Item June 28, 2026 September 30, 2025

Derivative Assets

8 unchanged sentences

Total Derivative Liabilities $ 5.3 $ 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 March 29, 2026 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 June 28, 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 (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

The following summarizes the pre-tax gain (loss) from derivative instruments and location in the Condensed Consolidated Statements of Income for the three and nine month periods ended June 28, 2026 and June 29, 2025, respectively.

Three Month Periods Ended Nine Month Periods Ended

(in millions) Line Item June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Foreign exchange contracts - cash flow hedges Net sales $ 0.1 $ 0.1 $ 0.2 $ 0.1

2 unchanged sentences

Cost of goods sold ( 2.1 ) — ( 5.3 ) —

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

Foreign exchange contracts - not designated as hedge Other non-operating expense, net ( 2.4 ) 16.4 ( 3.1 ) 21.8

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 13 - 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 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.

As of June 28, 2026, the net loss estimated to be reclassified from AOCI into earnings associated with cash flow hedges over the next 12 months is $ 1.0 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 March 29, 2026 and September 30, 2025 according to the fair value hierarchy are as follows.

March 29, 2026 September 30, 2025

The carrying value and estimated fair value of financial instruments as of June 28, 2026 and September 30, 2025 according to the fair value hierarchy are as follows.

June 28, 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

9 unchanged sentences

NOTE 11 – SHAREHOLDERS' EQUITY

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

The following summarizes the activity of common stock repurchases for the three and nine month periods ended June 28, 2026 and June 29, 2025.

June 28, 2026 June 29, 2025

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

1 unchanged sentence

Open Market Purchases 0.2 $ 79.04 $ 15.9 0.9 $ 59.88 $ 54.4

March 29, 2026 March 30, 2025

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

June 28, 2026 June 29, 2025

Nine 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

8 unchanged sentences

(in millions, unaudited)

NOTE 12 - SHARE BASED COMPENSATION

The following is a summary of share based compensation expense included in Selling, General & Administrative on the Company's Condensed Consolidated Statements of Income for the three and nine month periods ended June 28, 2026 and June 29, 2025.

Three month periods ended Nine month periods ended

(in millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Share based compensation expense - LTIP awards

$ 5.6 $ 4.8 $ 15.9 $ 14.7

Share based compensation expense - HPC equity units

Share based compensation expense- Total

$ 6.0 $ 4.8 $ 16.3 $ 14.7

HPC Equity Units

Due to the completion of the HPC Transaction, employees of the HPC business participating in the Company's LTIP program were rolled into a new HPC-specific long term incentive plan, resulting in both:

(i) the conversion of previously issued and unvested restricted stock units into a cash-based award indexed to a fair value of equity of the HPC business;

and (ii) the issuance of new, HPC specific long term incentive plan awards under similar terms and conditions as of the Company's LTIP program (collectively, the "HPC equity units").

HPC equity units are recognized as share based compensation and include a combination of:

(i) time-based grants and (ii) performance-based grants.

Compensation cost is based on the expected cash-payment based upon the assessed fair value of the HPC equity, which is periodically reassessed, and recognized on a straight-line basis over the requisite service period of the awards.

Time-based units provide for either a three year cliff vesting or graded vesting depending upon vesting conditions.

Performance-based units are dependent upon achieving cumulative financial metrics specific to the HPC business (Adjusted EBITDA and Business Unit Cash Flow) by the end of the three year vesting period.

The Company assessed the probability of achievement of the performance conditions and recognized expense for the awards based on the probable achievement of such metrics.

As the awards are cash based, they are recognized as a liability and included within Other Current Liabilities and Other Long-Term Liabilities for their current and long-term components, respectively, based upon respective vesting periods.

Each converted HPC equity award was based upon a defined conversion rate of the current market price of the Company stock relative to the assessed fair value of a common unit of the HPC business at the time of close for the HPC Transaction.

Converted HPC equity units retain the original vesting terms of the converted LTIP award, as applicable.

The conversion resulted in a modification of the previous LTIP grants, reversing previously recognized compensation previously included in the Company's consolidated APIC, converting to a liability based award and recognizing incremental share based compensation expense for HPC equity units for the three and nine month period ended June 28, 2026 based upon the relative fair value of the Company's share price.

As of June 28, 2026, there are 0.5 million HPC equity units outstanding and a liability of $ 1.0 million.

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 13 - ACCUMULATED OTHER COMPREHENSIVE INCOME

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

The change in the components of AOCI for the nine month period ended June 28, 2026, was as follows.

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

16 unchanged sentences

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

Other comprehensive (loss) income before reclassification

( 5.2 ) ( 1.4 ) 0.3 ( 6.2 )

Net reclassification for loss to income from continuing operations — 2.3 0.2 2.5

Other comprehensive (loss) income before tax

( 5.2 ) 0.9 0.5 ( 3.8 )

Deferred tax effect 1.1 ( 0.2 ) ( 0.1 ) 0.8

Other comprehensive (loss) income, net of tax

( 4.1 ) 0.7 0.4 ( 3.0 )

Balance at June 28, 2026 $ ( 145.3 ) $ 5.3 $ ( 31.1 ) $ ( 171.1 )

The following presents reclassifications of the gain (loss) on the Condensed Consolidated Statements of Income from AOCI for the three and nine month period ended June 28, 2026:

(in millions) Three Month Period Ended June 28, 2026 Nine Month Period Ended June 28, 2026

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

5 unchanged sentences

(in millions, unaudited)

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

NOTE 13 - ACCUMULATED OTHER COMPREHENSIVE INCOME (continued)

The change in the components of AOCI for the nine month period ended June 29, 2025, was as follows.

Foreign Currency Translation Derivative Instruments Defined Benefit Pension Total

9 unchanged sentences

( 62.8 ) 11.7 1.7 ( 49.4 )

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

other comprehensive loss from continuing operations attributable to noncontrolling interest

( 0.3 ) — — ( 0.3 )

3 unchanged sentences

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 )

Net reclassification for (gain) 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

1 unchanged sentence

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 loss from continuing operations attributable to noncontrolling 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

Other comprehensive income (loss) before reclassification 60.4 ( 15.4 ) ( 1.8 ) 43.2

Net reclassification for loss to income from continuing operations — 2.9 0.5 3.4

Other comprehensive income (loss) before tax 60.4 ( 12.5 ) ( 1.3 ) 46.6

Deferred tax effect 1.3 3.4 0.3 5.0

Other comprehensive income (loss), net of tax 61.7 ( 9.1 ) ( 1.0 ) 51.6

other comprehensive income from continuing operations attributable to noncontrolling interest 0.3 — — 0.3

Other comprehensive income (loss) attributable to controlling interest 61.4 ( 9.1 ) ( 1.0 ) 51.3

Balance at June 29, 2025 $ ( 134.7 ) $ ( 5.7 ) $ ( 37.3 ) $ ( 177.7 )

The following table presents reclassifications of the gain (loss) on the Condensed Consolidated Statements of Income from AOCI for the three and nine month period ended June 29, 2025.

(in millions) Three Month Period Ended June 29, 2025 Nine Month Period Ended June 29, 2025

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 ( 3.0 ) — ( 3.0 ) ( 2.5 ) — ( 2.5 )

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

Other non-operating expense, net — ( 0.5 ) ( 0.5 ) — ( 1.5 ) ( 1.5 )

SPECTRUM BRANDS HOLDINGS, INC.

2 unchanged sentences

NOTE 14 - INCOME TAXES

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

The effective tax rate for the three and nine month periods ended June 28, 2026 and June 29, 2025, was as follows:

Three Month Periods Ended Nine Month Periods Ended

June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Effective tax rate 338.5 % 6.8 % 52.0 % 32.8 %

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.

The estimated annual effective tax rate applied to the three and nine month periods ended June 28, 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.

1 unchanged sentence

tax on global intangible low taxed income (“GILTI”), net of applicable deductions, and certain nondeductible expenses.

The Company is not projecting U.S.

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 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.

During the nine month period ended June 28, 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 nine month period ended June 28, 2026.

During the three and nine month periods ended June 28, 2026, the Company recorded a net tax benefit of $ 10.4 million related to adjustments discovered as part of the ongoing IRS audit.

The adjustments consist of $ 12.0 million estimated increase to the Company’s mandatory repatriation tax from the tax year ended September 30, 2018 plus applicable interest, net of $ 22.4 million of tax benefits in subsequent open tax years from additional use of foreign tax credits, against which the Company had recorded a full valuation allowance.

As part of the HPC Transaction, the Company was required to restructure the corporate entity organization to facilitate the transaction, and, as a result, recorded $ 19.2 million income tax expense related to gain on the movement of non-HPC assets within the group, net of applicable deductions and credits.

The execution of the HPC Transaction and transfer of the Company’s partial ownership interest resulted in an estimated $ 216.2 million of capital loss, which is expected to be carried back to the fiscal year ended September 30, 2023 to offset prior capital gains.

As a result, the Company recorded $ 47.1 million of tax benefits related to the loss during the three and nine month periods ended June 28, 2026.

The Company also recorded $ 58.1 million income tax expense for the three and nine month periods ended June 28, 2026 to establish a deferred tax liability for the excess of the Company’s book basis in the HPC business over its tax basis due to the change in form of the HPC business that resulted from the HPC Transaction.

During the three and nine month periods ended June 28, 2026, the Company recorded $ 15.0 million of tax expense related to U.S.

return to provision differences for the tax year ended September 30, 2025, primarily from changes in tax return elections made as a result of the anticipated income tax consequences of the HPC Transaction.

During the three month period ended June 28, 2026, the Company and its HPC segment recorded an impairment charge of $ 104.0 million to the indefinite lived intangible assets held by the HPC business unit.

The charge resulted in an income tax benefit of $ 25.1 million during the three and nine month periods ended June 28, 2026.

SPECTRUM BRANDS HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in millions, unaudited)

NOTE 15 - COMMITMENTS AND CONTINGENCIES

5 unchanged sentences

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 March 29, 2026 and September 30, 2025:

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

The following is a summary of the environmental remediation liability as of June 28, 2026 and September 30, 2025:

(in millions) June 28, 2026 September 30, 2025

Environmental remediation liability $ 5.5 $ 5.4

4 unchanged sentences

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 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.

As of June 28, 2026 and September 30, 2025, the Company recognized $ 1.9 million and $ 2.0 million, respectively, in product liability, included in Other Current Liabilities on the Condensed Consolidated Statements of Financial Position .

Tariff Matters.

On February 20, 2026, the U.S.

Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were unlawful.

Following the ruling, the U.S.

Court of International Trade ("CIT") issued an order directing the U.S.

Customs and Border Protection ("CBP") to process refunds of the IEEPA tariffs, although the CIT immediately suspended the order while CBP developed and implemented the refund process.

On April 20, 2026, the CBP launched the Consolidated Administration and Processing of Entries ("CAPE") process to permit importers to seek refunds for most unliquidated and certain recently liquidated IEEPA tariffs ("Phase 1") and deferred implementation for other submissions types including reconciliation entries, drawback entries and unresolved protests through the deployment of subsequent phases.

Further, on June 2, 2026, the U.S.

Department of Justice subsequently filed an appeal on the CIT's IEEPA tariff refund order contesting the CIT's authority to issue universal injunctions requiring duty refunds, whereas the CBP continues to process and fund submitted tariff refunds through the CAPE refund program.

On June 29, 2026, the CBP launched further capabilities on CAPE to permit reconciliation entries where the entry is unliquidated ("Phase 2"), with subsequent phases expected in late July to cover liquidated entries which the CBP has indicated will be limited to filers with an active lawsuit.

The Company has paid IEEPA tariffs on certain imported products and materials of approximately $ 66.4 million since the prior year through the date in which the IEEPA tariffs were considered unlawful.

During the three month period ended June 28, 2026, the Company has recognized $ 60.6 million in tariff refunds associated with Phase 1 and Phase 2 as probable of recovery based upon current status and anticipated collection in the near term, and has recognized it as a reduction in Cost of Goods Sold on the Condensed Consolidated Statements of Income during the three and nine month periods ended June 28, 2026.

The Company has realized cash from such refund submissions of $ 2.7 million during the three month period ended June 28, 2026, excluding interest, with the remaining refunds of $ 57.9 million included as Other Receivables on the Condensed Consolidated Statements of Financial Position .

The remaining IEEPA tariffs, excluding Phase 1 and Phase 2, were not considered probable given the current inability to submit refunds available, limitations expressed by the CBP for subsequent phases, and the uncertainty surrounding the challenges and appeals placed by the U.S.

Department of Justice with the CIT.

During the subsequent period, the Company has collected the substantial majority of all outstanding Phase 1 refund submissions.

Interest on tariff refunds are recognized when realized or realizable as they are not considered loss recovery, and reported as Other Non-Operating Income on the Condensed Consolidated Statements of Income .

Interest on tariff refunds realized were $ 0.2 million during the three and nine month periods ended June 28, 2026.

SPECTRUM BRANDS HOLDINGS, INC.

31 unchanged sentences

NOTE 16 - 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 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

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 nine month periods ended June 28, 2026, and June 29, 2025 are as follows:

Three Month Periods Ended June 28, 2026 June 29, 2025

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

2 unchanged sentences

Selling, general & administrative 72.3 52.0 90.4 214.7 64.6 48.3 80.6 193.5

Other non-operating expense, net ( 0.5 ) — 0.3 ( 0.2 ) 0.2 — 0.1 0.3

Other non-operating (income) expense, net

( 0.2 ) — ( 0.4 ) ( 0.6 ) 0.3 — ( 0.5 ) ( 0.2 )

depreciation & amortization

9.0 5.1 4.6 18.7 8.8 4.8 5.2 18.8

share-based compensation - HPC equity units

— — 0.4 0.4 — — — —

Segment Adjusted EBITDA $ 84.4 $ 50.4 $ 40.6 175.4 $ 44.0 $ 38.6 $ 7.0 89.6

5 unchanged sentences

( 1.2 ) ( 0.6 )

Share-based compensation 6.0 5.2

Share-based compensation - LTIP awards

Non-cash impairment charges 104.0 7.8

3 unchanged sentences

Income from continuing operations before income taxes $ 8.5 $ 22.0

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

Nine Month Periods Ended June 28, 2026 June 29, 2025

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

2 unchanged sentences

Selling, general & administrative 212.2 120.8 258.0 591.0 195.8 117.3 253.0 566.1

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

Other non-operating (income) expense, net

( 0.5 ) — ( 0.2 ) ( 0.7 ) 1.0 — 2.6 3.6

depreciation & amortization

27.0 15.0 14.9 56.9 25.7 14.5 15.3 55.5

share-based compensation - HPC equity units

— — 0.4 0.4 — — — —

Segment Adjusted EBITDA $ 190.2 $ 89.7 $ 69.4 349.3 $ 145.5 $ 74.6 $ 41.0 261.1

5 unchanged sentences

( 2.3 ) ( 3.6 )

Share-based compensation 10.3 9.9

Share-based compensation - LTIP awards

Non-cash impairment charges 104.5 23.5

12 unchanged sentences

NOTE 16 - SEGMENT INFORMATION (continued)

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

Depreciation and amortization relating to the segments are as follows for the three and nine month periods ended June 28, 2026 and June 29, 2025 :

Three month periods ended Nine month periods ended

(in millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

GPC $ 9.0 $ 8.8 $ 27.0 $ 25.7

5 unchanged sentences

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 as of March 29, 2026 and September 30, 2025:

Segment assets (in millions) March 29, 2026 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 June 28, 2026 and September 30, 2025:

Segment assets (in millions) June 28, 2026 September 30, 2025

GPC $ 177.7 $ 161.4

6 unchanged sentences

Geographic Financial Information

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

Net sales by geographic regions (based upon destination) for the three and nine month periods ended June 28, 2026 and June 29, 2025 are as follows:

Three month periods ended Nine month periods ended

Net sales to external parties - Geographic Disclosure (in millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

United States $ 456.4 $ 415.2 $ 1,209.2 $ 1,177.7

4 unchanged sentences

Net sales $ 753.3 $ 699.6 $ 2,139.2 $ 2,075.5

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

Long-lived asset information of the Company, consisting of Property, Plant and Equipment, Net, and Operating Lease Assets, as of June 28, 2026 and September 30, 2025 by geographic area are as follows:

Long-lived assets - Geographic Disclosure (in millions) June 28, 2026 September 30, 2025

United States $ 294.8 $ 270.9

13 unchanged sentences

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 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

The reconciliation of the numerator and denominator of the basic and diluted earnings per share calculation for the three and nine month periods ended June 28, 2026 and June 29, 2025, are as follows:

Three Month Periods Ended Nine Month Periods Ended

(in millions, except per share amounts) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Net (loss) income from continuing operations attributable to controlling interest $ ( 25.6 ) $ 20.7 $ 26.3 $ 46.5

Loss from discontinued operations attributable to controlling interest, net of tax ( 1.2 ) ( 0.8 ) ( 2.6 ) ( 2.2 )

Net income attributable to controlling interest $ 22.1 $ 0.9 $ 50.5 $ 24.4

Net (loss) income attributable to controlling interest $ ( 26.8 ) $ 19.9 $ 23.7 $ 44.3

Weighted average shares outstanding – basic 23.1 24.9 23.2 26.3

8 unchanged sentences

Diluted earnings per share $ ( 1.16 ) $ 0.80 $ 1.01 $ 1.68

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