What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-07 compared with 2026-05-07 · 155 added, 107 removed, 248 unchanged (51% of the section changed)

18 unchanged sentences

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

The following is a reconciliation of reported net sales to organic net sales for the three and 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

The following is a reconciliation of reported net sales to organic net sales for the three and nine month periods ended June 28, 2026 compared to net sales for the three and nine month periods ended June 29, 2025:

Three Month Periods Ended (in millions, except %) June 28, 2026

Net Sales Effect of Changes in Foreign Currency

Organic Net Sales

March 30, 2025

June 29, 2025

GPC $ 263.7 $ (1.2) $ 262.5 $ 255.2 $ 7.3 2.9 %

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Total $ 753.3 $ (7.5) $ 745.8 $ 699.6 46.2 6.6 %

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

Nine Month Periods Ended (in millions, except %) June 28, 2026

Net Sales Effect of Changes in Foreign Currency Organic Net Sales

March 30, 2025

June 29, 2025

GPC $ 844.6 $ (17.3) $ 827.3 $ 784.4 $ 42.9 5.5 %

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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 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

The following is a reconciliation of Net (Loss) Income From Continuing Operations to Adjusted EBITDA and Adjusted EBITDA margin 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, except %) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

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

Income tax expense 28.8 1.5 34.2 22.9

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

Net income from continuing operations margin 3.2 % 0.3 % 3.7 % 1.9 %

Net (loss) income from continuing operations margin (2.7) % 2.9 % 1.5 % 2.3 %

Adjusted EBITDA margin 21.0 % 10.9 % 14.3 % 10.9 %

9 unchanged sentences

Recent Developments

Tariffs and Global Macro-Economic Environment

The changes to U.S.

trade policy including the introduction of incremental U.S.

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

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

tariffs under the International Emergency Economic Powers Act ("IEEPA") on imported goods in the prior year have had a significant impact to our operations, increasing costs for sourced products, materials and components, and pressuring profit margins.

The IEEPA tariffs were introduced in March 2025, impacting operating results primarily during the second half of the prior fiscal year.

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

The changing tariff policies impacted our 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 of its products supporting the U.S.

business are imported from southeast Asia.

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

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

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

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

Comparatively, our other segments were less affected.

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

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

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

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

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

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

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

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

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

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.

On February 20, 2026, the U.S.

Supreme Court ruled the IEEPA tariffs 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 submission 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 and nine month periods ended June 28, 2026, the Company has recognized $60.6 million in tariff refunds as a reduction in Cost of Goods Sold on the Company's Condensed Consolidated Statements of Income.

See Note 15 - Commitments and Contingencies in Notes to the Condensed Consolidated Financial Statements for additional discussion.

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.

As of June 28, 2026, the consolidated financial statements do not reflect any impacts attributable to any prospective changes or refunds.

Despite the IEEPA tariff refunds, the Company continues to be subject to ongoing tariff and duties for certain countries of origin, and for certain materials and components, for the Company's products, in addition to the incremental global tariffs implemented by the Trump administration under Section 122 of the Trade Act after the IEEPA tariffs were struck down by the U.S.

Supreme Court, which have a limited duration and expire unless extended by U.S.

As such, there continues to be a high degree of risk and uncertainty around potential changes to the U.S.

trade policy and potential impacts of tariffs on prospective operating results of the Company.

We continue to closely monitor the trade environment for impacts on our projections and forecasts.

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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.

Strategic Transactions, Restructuring and Optimization Initiatives

We are focused on supply chain diversification, operational efficiency, reducing waste, leveraging technology to enhance productivity, and strategic investments for sustaining growth and profitability amid trade uncertainties.

International Conflicts and Geopolitical Environment

The ongoing geopolitical conflicts, including the Russia-Ukraine war, the Israel-Hamas war, and the U.S.-Iran war, have contributed to meaningful macroeconomic headwinds that have affected, and may continue to affect, our business, operations, and financial results.

The effects of these conflicts are multi-dimensional including, but not limited to, cost inflation, operational risk and domestic and international demand.

International conflicts have meaningfully elevated input cost pressures across our global operations.

The continuation of conflict in Eastern Europe and the Middle East has contributed to volatility and elevated pricing in energy and commodity markets, impacting input costs for products dependent upon plastics and certain metals;

along with disruptions impacting freight and logistics costs associated with rerouting of shipping lanes impacting both transit times and transportation expenses for international sourcing and distribution channels.

Our supply chain mitigation efforts and pricing have partially offset these inflationary pressures, though there can be no assurance that such measures will be sufficient to address future cost escalation.

The breadth of active international conflicts creates elevated risks of supply chain interruption, foreign regulatory changes, and geopolitical sanctions that could affect our ability to source materials, manufacture products, or service key markets.

Although our direct exposure to conflict zones is limited, secondary and tertiary effects, including disruptions to global shipping networks, sanctions on financial counterparties, and instability in emerging market currencies, have the potential to adversely affect our operations.

Elevated macroeconomic uncertainty driven by geopolitical conflict has had a dampening effect on consumer confidence and discretionary spending in several key domestic and international markets, particularly in EMEA.

Our HPC and GPC segments, which derive a significant portion of their revenues from international markets, have experienced periods of volume softness attributable in part to weakened household spending power and retailer inventory levels.

Our GPC segment has seen more resilience given the non-discretionary nature of pet care spending, although foreign currency volatility arising from geopolitical tensions has presented headwinds to the translation of international revenues.

We continue to closely monitor the evolving geopolitical environment and assess our exposure and managing the relevant risks, including through active engagement with our supply chain partners, hedging arrangements, and ongoing evaluation of our geographic footprint and sourcing diversification strategies.

However, given the inherently unpredictable nature of international conflict and its downstream macroeconomic consequences, there can be no assurance that future developments will not result in material adverse effects on our net sales, operating costs, profitability, or liquidity.

HPC Transaction

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 equityholder holds a minority of seats on the board of the HPC business.

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.

Cumulative dividends on the HPC Preferred Equity accrete at 8.0% per annum and compound quarterly.

The Company recognizes an adjustment to Redeemable Noncontrolling Interest for the liquidation preference on the HPC preferred ownership consisting of the higher of (i) the 8.0% dividend accretion and (ii) the allocation of comprehensive income reflective on an as-converted basis;

which is recognized as Net Income Attributable to Redeemable Noncontrolling Interest on the Condensed Consolidated Statements of Income .

See Note 8 - Redeemable Noncontrolling Interest in the Notes to the Condensed Consolidated Financial Statements for further detail.

The HPC Term Loan has an 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, and 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%.

See Note 7 - Debt in the Notes to the Condensed Consolidated Financial Statements for further detail.

Additionally, 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 certain indefinite lived intangible assets held by the HPC business unit.

As a result, the Company recognized an impairment charge of $104.0 million for the three and nine month periods ended June 28, 2026.

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

Due to the completion of the HPC Transaction, employees of the HPC business participating in the Company's LTIP program were transferred into a new HPC-specific long term incentive plan that are cash-based liability awards indexed to the fair value of equity of the HPC business which may impact the level of share based compensation expense realized by the Company.

See Note 12- Share-Based Compensation in the Notes to the Condensed Consolidated Financial Statements for further detail.

Transactions, Restructuring and Optimization Initiatives

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

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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 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

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 nine month periods ended June 28, 2026 and June 29, 2025, respectively:

Three Month Periods Ended Nine Month Periods Ended

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

Global ERP transformation 1

$ 3.5 $ 2.3 $ 8.3 $ 7.1

HHI separation costs 2

HPC separation initiatives 2

2.1 (0.1) 4.0 0.9

HHI separation costs 3

Other project costs 4

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

Costs attributable to the issuance of the HPC Preferred Equity and HPC Term Loan associated with the HPC Transaction were deferred on the Company's Condensed Consolidated Statement of Financial Position .

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

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

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

4 Other project costs are attributable to distribution center transitions.

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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' results of operations.

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

Consolidated Results of Operations

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

The following is a summary of consolidated results of operations for the three and nine month periods ended June 28, 2026 and June 29, 2025, respectively.

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

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

Net sales $ 753.3 $ 699.6 $ 53.7 7.7 % $ 2,139.2 $ 2,075.5 $ 63.7 3.1 %

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Impairment of intangible assets 104.0 — 104.0 n/m 104.0 15.7 88.3 n/m

Impairment of property, plant and equipment and operating leases — 7.8 (7.8) n/m 0.5 7.8 (7.3) (93.6) %

Interest expense 8.2 8.4 (0.2) (2.4) % 22.3 22.1 0.2 0.9 %

Interest income (1.2) (0.6) (0.6) 100.0 % (2.3) (3.6) 1.3 (36.1) %

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 %

Other non-operating expense, net 0.4 1.5 (1.1) (73.3) % 0.7 7.2 (6.5) (90.3) %

Income tax expense 28.8 1.5 27.3 n/m 34.2 22.9 11.3 49.3 %

Net (loss) income from continuing operations (20.3) 20.5 (40.8) n/m 31.6 46.9 (15.3) (32.6) %

Loss from discontinued operations, net of tax (1.2) (0.8) (0.4) 50.0 % (2.6) (2.2) (0.4) 18.2 %

Net (loss) income (21.5) 19.7 (41.2) n/m 29.0 44.7 (15.7) (35.1) %

Net income from continuing operations attributable to redeemable noncontrolling interest

5.3 — 5.3 n/m 5.3 — 5.3 n/m

Net (loss) income attributable to controlling interest

(26.8) 19.9 (46.7) n/m 23.7 44.3 (20.6) (46.5) %

n/m = not meaningful

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

The following is a summary of net sales by segment for the three and nine month periods ended June 28, 2026 and June 29, 2025, respectively, and the principal components of changes in net sales between the respective periods.

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

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

GPC $ 263.7 $ 255.2 $ 8.5 3.3 % $ 844.6 $ 784.4 $ 60.2 7.7 %

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Organic $ 7.3 2.9 % $ 36.1 19.1 % $ 2.8 1.1 % $ 46.2 6.6 %

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

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

Amount Percent Amount Percent Amount Percent Amount Percent

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Gross Profit.

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

The following is a summary of the gross profit and gross profit margin for the three and nine month periods ended June 28, 2026 and June 29, 2025, respectively, and the principal factors contributing to the change between the respective periods.

Three Month Periods Ended Nine Month Periods Ended

(in millions, except %) June 28, 2026 June 29, 2025 Variance June 28, 2026 June 29, 2025 Variance

Gross profit $ 370.4 $ 264.1 $ 106.3 40.2 % $ 882.3 $ 775.3 $ 107.0 13.8 %

Gross profit margin 49.2 % 37.8 % 1,140 bps 41.2 % 37.4 % 380 bps

Three Month Period Ended Six Month Period Ended

Three Month Period Ended Nine Month Period Ended

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

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Cost changes (5.6) (85) bps (30.1) (150) bps

Tariff refunds 60.6 810 bps 60.6 280 bps

Foreign exchange rates 6.3 45 bps 26.8 40 bps

Total $ 106.3 1,140 bps $ 107.0 380 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.

Gross profit for the three month period increased with a margin increase due to the recognition of a one time tariff refund, positive pricing adjustments and cost improvements mitigating tariff and inflationary costs, increased sales volumes with favorable product mix and lower trade spend, plus favorable foreign currency.

Gross profit for the nine month period increased with a margin increase due to the recognition of a one time tariff refund, positive pricing adjustments and cost improvements mitigating tariff and inflationary costs and lower overall year-to-date volumes, plus favorable foreign currency.

Selling, General & Administrative.

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

The following is a summary of the selling, general & administrative costs for the three and nine month periods ended June 28, 2026 and June 29, 2025, respectively, including amounts as a percentage of net sales for each respective period.

Three Month Periods Ended (in millions, except %) June 28, 2026 % of Net Sales June 29, 2025 % of Net Sales Variance

Sales, marketing & advertising $ 104.5 13.9 % $ 85.4 12.2 % $ 19.1 22.4 %

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Total selling, general & administrative $ 250.5 33.3 % $ 225.0 32.2 % 25.5 11.3 %

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

Nine Month Periods Ended (in millions, except %) June 28, 2026 % of Net Sales June 29, 2025 % of Net Sales Variance

Sales, marketing & advertising $ 258.3 12.1 % $ 244.0 11.8 % $ 14.3 5.9 %

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Total selling, general & administrative $ 691.3 32.3 % $ 656.3 31.6 % 35.0 5.3 %

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.

Selling, general and administrative expenses increased for the three and nine month periods primarily due to higher sales, marketing & advertising costs along with increased general and administrative costs.

Sales, marketing and advertising costs increased between periods primarily due to the increased investment in marketing and advertising along with increased sales volumes.

The increase in distribution costs between periods for the three and nine month periods was driven by the increased sales volume.

General & administrative costs increased for the three and nine 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, 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.

Strategic transaction, restructuring and optimization costs, inclusive of exit & disposal costs, were consistent for the three and nine month periods due to incremental initiative spending associated with the HPC Transaction in the current year and 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.

During the three and nine month periods ended June 28, 2026, the Company recognized an impairment charge on indefinite lived intangible assets held by the HPC business in response to a triggering event identified during the three month period ended June 28, 2026.

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

During the three and nine month periods ended June 29, 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.

Interest Expense.

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

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

Interest Income.

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.

Interest income during the three month period increased with the receipt of proceeds from the HPC transaction, whereas interest income during the nine 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.

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tax, including the U.S.

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

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.

tax on global intangible low taxed income, and certain nondeductible expenses, plus discrete changes realized during the three month period ended June 28, 2026 associated with the execution of the HPC Transaction, return to provision adjustments and a net benefit realized as part of an ongoing IRS audit.

See Note 14 - Income Taxes in the Notes to the Condensed Consolidated Financial Statements for further discussion on the effective tax rate for the three and nine month periods.

Loss From Discontinued Operations.

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

Net Income Attributable to Redeemable Noncontrolling Interest.

Net income attributable to redeemable noncontrolling interest reflects the accretion of earnings and liquidation preference attributable to the noncontrolling interest in the HPC business that was realized during the three month period ended June 28, 2026.

See Note 8 - Redeemable Noncontrolling Interest in the Notes to the Condensed Consolidated Financial Statements for further detail.

Se gment Financial Data

Global Pet Care

(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

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

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

Net sales $ 263.7 $ 255.2 $ 8.5 3.3 % $ 844.6 $ 784.4 $ 60.2 7.7 %

1 unchanged sentence

Adjusted EBITDA margin 32.0 % 17.2 % 1,480 bps 22.5 % 18.5 % 400 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.

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.

Net sales for the three month period increased with an organic net sales increase of $7.3 million, or 2.9%, excluding a favorable foreign currency impact of $1.2 million, with increases in North America driven by market share gains and category growth for Chews and Treats, Stain and Odor, and Grooming products, and benefit of prior year distribution delays from temporary suspension on shipments during pricing negotiations and temporary pause on China sourced purchasing.

Net sales increase was partially offset by lower EMEA volumes in Companion Animal category primarily due to the advanced orders in the prior quarter in anticipation of planned system implementation despite increased sales volume from Companion Animal with continued GoodBoy® market expansion and Aquatics for improved market share in a declining category and year-over-year improvement in the e-commerce channel.

Net sales for the nine month period increased with an organic net sales increase of $42.9 million or 5.5%, excluding a favorable foreign currency impact of $17.3 million with increase in North America due to the shift of orders out of the prior year in preparation of a system implementation, positive pricing adjustments, and positive e-commerce distribution for Companion Animal products with increased volumes in EMEA due to expansion of GoodBoy® in continental Europe.

Adjusted EBITDA and adjusted EBITDA margin for the three month period increased with the recognition of one-time tariff refunds, favorable mix, with positive pricing and cost improvements mitigating impacts of inflationary costs, tariffs, and higher investment spend in marketing and advertising.

Adjusted EBITDA and adjusted EBITDA margin for the nine month period increased with the recognition of one time tariff refunds, higher volumes, favorable mix, with positive pricing and cost improvements mitigating impacts of inflationary costs, tariffs and increased investment spend in marketing and advertising.

Home & Garden

(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

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

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

Net sales $ 225.2 $ 189.2 $ 36.0 19.0 % $ 468.6 $ 433.6 $ 35.0 8.1 %

1 unchanged sentence

Adjusted EBITDA margin 22.4 % 20.4 % 200 bps 19.1 % 17.2 % 190 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.

Net sales and organic net sales for the three month period increased with increased retail sales and favorable weather earlier in the quarter driving replenishment volumes for our Spectracide® Controls product, plus improved distribution and retail sales for repellents and Hot Shot® household control products, with some unfavorable weather in the latter-half of the period negatively impacting retail sales momentum mitigated by strong brand and market presence.

Net sales and organic net sales for the nine month period increased due to favorable retail sales and weather conditions driving replenishment volume in our Spectracide® Controls category, which was further benefited by lower prior year volumes with earlier seasonal inventory build up in the prior year, increased distribution and retail sales for repellents and Hot Shot® household control products, plus some pricing adjustments mitigating increased inputs costs.

Adjusted EBITDA and adjusted EBITDA margin for the three month period increased due to higher sales volumes, recognition of one-time tariff refunds, and positive pricing and productivity improvements mitigating impacts of inflationary costs and higher trade spend.

Adjusted EBITDA and adjusted EBITDA margin for the nine month period increased due to higher sales volumes, recognition of one-time tariff refunds, and positive pricing and cost improvements mitigating impacts of inflationary costs.

Home and Personal Care

(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

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

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

Net sales $ 264.4 $ 255.2 $ 9.2 3.6 % $ 826.0 $ 857.5 $ (31.5) (3.7) %

1 unchanged sentence

Adjusted EBITDA margin 15.4 % 2.7 % 1,270 bps 8.4 % 4.8 % 360 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.

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.

Net sales for the three month period increased with an organic net sales increase of $2.8 million, or 1.1%, excluding a favorable foreign currency impact of $6.4 million due to increased sales in EMEA and LATAM partially offset by decreased sales in North America.

EMEA sales increased with growth in Home Appliance and Personal Care, benefited from one-time reduction in trade spend in our e-commerce and direct-to-consumer ("DTC") channels with expansion of DTC and e-commerce capabilities, with slower demand and increased retail competition.

North America sales decreased with lower Home Appliance volumes reflecting category softness and increase in Personal Care sales with improved category performance and Remington® market share and partially benefited by prior year tariff related distribution delays.

LATAM sales continued to grow with new product launches and market expansions within the region, predominantly with Personal Care and continued volumes within Home Appliances.

Net sales for the nine month period decreased with an organic net sales decrease of $63.1 million, or 7.4%, excluding a favorable foreign currency impact of $31.6 million driven by lower net sales in both product categories in North America and EMEA.

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 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.

Adjusted EBITDA and adjusted EBITDA margins for the three month period increased due to the recognition of one-time tariff refunds, with cost improvement initiatives, cost saving efforts, and pricing adjustments mitigating impacts of inflationary costs and tariffs, plus favorable foreign currency.

Adjusted EBITDA and adjusted EBITDA margin for the nine month period increased due to the recognition of one-time tariff refunds, cost improvement initiatives, cost savings efforts, and pricing adjustments mitigating impacts of inflationary costs and tariffs, plus favorable foreign currency partially offset by reduced year-to-date volumes.

Liquidity and Capital Resources

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

The following is a summary of cash flow from continuing operations for the nine month periods ended June 28, 2026 and June 29, 2025, respectively.

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

Operating activities $ 161.2 $ 33.1

2 unchanged sentences

Cash Flows from Operating Activities

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 provided by operating activities from continuing operations increased $128.1 million, due to higher sales and improved profitability, lower investment in working capital and improved collections on receivables, and lower cash paid towards income taxes.

Cash Flows from Investing Activities

1 unchanged sentence

Cash Flows from Financing Activities

Cash flows used in financing activities decreased $137.0 million due to lower cash dividends and 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.

Cash flows provided by financing activities increased $247.2 million due to proceeds from the issuance of the HPC Term Loan and the HPC Preferred Equity in a subsidiary by a noncontrolling interest as part of the HPC Transaction, net cash for related transaction costs, plus lower cash dividends and treasury share repurchase activity.

During the nine month periods ended June 28, 2026 and June 29, 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

4 unchanged sentences

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 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.

As of June 28, 2026, the Company had total cash and cash equivalents of $258.9 million and borrowing availability of $494.8 million under our credit facility with a total liquidity of $753.7 million.

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

2 unchanged sentences

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 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.

As of June 28, 2026, we were in compliance with all covenants under the Credit Agreement, HPC 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.

26 unchanged sentences

See Note 7 - Debt within the Notes to the Consolidated Financial Statements within the 2025 Annual Report.

Effective May 11, 2026, following the closing of the HPC Transaction, the HPC business is no longer part of the collateral package of the Company's indebtedness and excluded as a guarantor.

The following financial information consists of summarized financial information of the Obligor, presented on a combined basis.

The “Obligor” consists of the financial statements of SBI as the debt issuer, Spectrum Brands Holdings, Inc.

as the parent guarantor, and the domestic subsidiaries of SBI as subsidiary guarantors.

as the parent guarantor, and the domestic subsidiaries of SBI as subsidiary guarantors, excluding domestic subsidiaries associated with the HPC business.

Intercompany balances and transactions between SBI and the guarantors have been eliminated.

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

Six Month Period Ended Year Ended

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

Nine Month Period Ended Year Ended

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

Statements of Operations Data

13 unchanged sentences

Noncurrent liabilities 825.4 865.9

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

The Obligor’s amounts due from, due to the non-guarantor subsidiaries as of June 28, 2026 and September 30, 2025 are as follows:

(in millions) June 28, 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