What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-07 compared with 2025-05-08 · 130 added, 143 removed, 264 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 30, 2025 compared to net sales for the three and six month period ended March 31, 2024:

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

Three Month Periods Ended

(in millions, except %) March 30, 2025

Effect of Changes in Currency

Organic Net Sales

March 31, 2024

$ 269.2 $ 2.4 $ 271.6 $ 289.9 $ (18.3) (6.3) %

152.3 — 152.3 160.7 (8.4) (5.2) %

(in millions, except %) June 29, 2025

Net Sales Effect of Changes in Currency Organic Net Sales

June 30, 2024

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

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

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

$ 675.7 $ 10.1 $ 685.8 $ 718.5 (32.7) (4.6) %

Six Month Periods Ended

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

Nine Month Periods Ended

(in millions, except %)

March 30, 2025

Effect of Changes in Currency

Organic Net Sales

March 31, 2024

$ 529.2 $ 1.6 $ 530.8 $ 566.8 $ (36.0) (6.4) %

244.4 — 244.4 232.7 11.7 5.0 %

602.3 13.6 615.9 611.2 4.7 0.8 %

$ 1,375.9 $ 15.2 $ 1,391.1 $ 1,410.7 (19.6) (1.4) %

June 29, 2025

Net Sales Effect of Changes in Currency Organic Net Sales

June 30, 2024

GPC $ 784.4 $ (3.7) $ 780.7 $ 849.0 $ (68.3) (8.0) %

H&G 433.6 0.1 433.7 443.7 (10.0) (2.3) %

HPC 857.5 12.0 869.5 897.5 (28.0) (3.1) %

Total $ 2,075.5 $ 8.4 $ 2,083.9 $ 2,190.2 (106.3) (4.9) %

Adjusted EBITDA and Adjusted EBITDA Margin.

11 unchanged sentences

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 30, 2025 and March 31, 2024.

Three Month Periods Ended Six Month Periods Ended

(in millions, except %) March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

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

Three Month Periods Ended Nine Month Periods Ended

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

Net income from continuing operations $ 20.5 $ 19.1 $ 46.9 $ 86.4

6 unchanged sentences

Non-cash purchase accounting adjustments — 0.2 — 1.1

Gain from early extinguishment of debt — — — (4.7)

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

Exit and disposal costs 4.2 0.1 8.2 1.0

7 unchanged sentences

Representation and warranty insurance proceeds 3

— (65.0) — (65.0)

Litigation costs 4

20 unchanged sentences

Tariffs and Global Macro-Economic Environment

The recent changes to U.S.

trade policy with the introduction of new U.S.

The changes to U.S.

trade policy with the introduction of incremental U.S.

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

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

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

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

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

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

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

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

The HPC business is actively pursuing sourcing alternatives and moving production out of China to diversify its supply chain and more effectively manage risk.

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

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

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

business in the HPC segment will be predominantly limited to its current and in-transit inventory in the near term, which will substantially diminish its ability to supply and our ability to meet customer demand until further supply chain alternatives are realized or there are reductions to the existing tariff structure.

The GPC business has certain aquatic equipment and chews & treats products that are sourced out of China, but have a higher degree of diversity within their product sourcing with major suppliers outside of China and will allow us to move production more swiftly to alternative supply for the majority of our GPC Chinese sourced products.

GPC finished goods imports from China have been temporarily paused and expect the impact from tariffs on sourced products elsewhere other than China will be mitigated primarily through pricing adjustments.

GPC also manufactures aquatics nutrition products at its facility in EMEA and imports such products into the U.S.

which are also subject to the enacted tariffs which the Company anticipates to mitigate the impact through pricing adjustments and cost management.

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

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

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

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

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

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

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

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

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

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

The Company has intensified its focus on operational efficiencies by optimizing production processes, reducing waste, and leveraging technology to enhance productivity, aiming to offset cost increases and protect margins.

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

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

The Company has managed cash flow and secured its balance sheet to support the ongoing business through the evolving changes in U.S.

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

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

The Company is focused on supply chain diversification, operational efficiency, and strategic investments for sustaining growth and profitability amid ongoing trade uncertainties.

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

The Company periodically evaluates and enters into strategic transactions that may result in the acquisition or divestiture of a business which impacts the comparability of the financial results of the consolidated group and or segments.

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

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

1 unchanged sentence

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

The following is a summary of costs attributable to strategic transactions and business development costs that are considered as potentially having a significant impact on the comparability of the financial results on the consolidated financial statements and segment financial information, for the respective projects during the three and six month periods ended March 30, 2025 and March 31, 2024:

Three month periods ended Six Month Periods Ended

(in millions) March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

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

Three month periods ended Nine Month Periods Ended

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

HHI separation costs 1

5 unchanged sentences

Other project costs 4

0.1 0.2 0.6 0.5

Total $ 2.6 $ 10.8 $ 10.0 $ 23.2

2 unchanged sentences

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

Costs are expected to be incurred through the transition period of up to 24 months following the close of the transaction in June 2023 as the Company exits TSAs.

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

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

10 unchanged sentences

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

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

• During the year ended September 30, 2024, the Company repurchased outstanding bonds in the open market at a discount resulting in the recognition of a gain on extinguishment of $4.7 million in the six month period ended March 31, 2024.

Consolidated Results of Operations

The following is summarized consolidated results of operations for the three and six month periods ended March 30, 2025 and March 31, 2024.

(in millions, except %)

Three Month Periods Ended Variance

Six Month Periods Ended Variance

March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

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

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

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

Net sales $ 699.6 $ 779.4 $ (79.8) (10.2) % $ 2,075.5 $ 2,190.2 $ (114.7) (5.2) %

1 unchanged sentence

Selling, general & administrative 225.0 250.0 (25.0) (10.0) % 656.3 689.0 (32.7) (4.7) %

Impairment of intangible assets 15.7 39.0 (23.3) (59.7) % 15.7 43.0 (27.3) (63.5) %

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

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

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

1 unchanged sentence

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

Gain from early extinguishment of debt — — — n/m — (4.7) 4.7 n/m

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

Other non-operating expense, net 1.5 1.7 (0.2) (11.8) % 7.2 7.0 (0.2) 2.9 %

4 unchanged sentences

n/m = not meaningful

The following is a summary of net sales by segment for the three and six month periods ended March 30, 2025 and March 31, 2024, 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 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

$ 269.2 $ 289.9 $ (20.7) (7.1) % $ 529.2 $ 566.8 $ (37.6) (6.6) %

152.3 160.7 (8.4) (5.2) % 244.4 232.7 11.7 5.0 %

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

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

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

GPC $ 255.2 $ 282.2 $ (27.0) (9.6) % $ 784.4 $ 849.0 $ (64.6) (7.6) %

H&G 189.2 211.0 (21.8) (10.3) % 433.6 443.7 (10.1) (2.3) %

HPC 255.2 286.2 (31.0) (10.8) % 857.5 897.5 (40.0) (4.5) %

$ 675.7 $ 718.5 (42.8) (6.0) % $ 1,375.9 $ 1,410.7 (34.8) (2.5) %

Three month periods ended (in millions, except %) GPC H&G HPC Total

Net Sales $ 699.6 $ 779.4 (79.8) (10.2) % $ 2,075.5 $ 2,190.2 (114.7) (5.2) %

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

Amount Percent Amount Percent Amount Percent Amount Percent

4 unchanged sentences

Organic $ (32.3) (11.4) % $ (21.7) (10.3) % $ (32.6) (11.4) % $ (86.6) (11.1) %

Six month periods 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

6 unchanged sentences

Gross Profit.

The following is a summary of the gross profit and gross profit margin for the three and six month periods ended March 30, 2025 and March 31, 2024, 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 30, 2025 March 31, 2024 Variance March 30, 2025 March 31, 2024 Variance

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

Three Month Periods Ended Nine Month Periods Ended

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

Gross profit $ 264.1 $ 302.8 $ (38.7) (12.8) % $ 775.3 $ 821.2 $ (45.9) (5.6) %

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

Three Month Period Ended Six Month Periods Ended

Three Month Period Ended Nine Month Period Ended

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

6 unchanged sentences

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

Gross profit for the three month period decreased due to lower sales volumes with a margin decrease from unfavorable mix and higher trade promotions, with cost improvements and prior year recall costs offsetting the expiration of tariff exemptions for certain products and higher freight costs compared to the prior year.

Gross profit for the six month period decreased due to lower sales volumes with a margin increase from cost improvements and prior year recall costs with favorable foreign currency translation offset by unfavorable mix.

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

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

Selling, General & Administrative.

The following summarizes the selling, general & administrative costs for the three and six month periods ended March 30, 2025 and March 31, 2024, respectively, including amounts as a percentage of net sales for each respective period.

Three month periods ended (in millions, except %) March 30, 2025 % of Net Sales March 31, 2024 % of Net Sales Variance

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

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

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

4 unchanged sentences

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

Six month periods ended (in millions, except %) March 30, 2025 % of Net Sales March 31, 2024 % of Net Sales Variance

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

Sales, marketing & advertising $ 244.0 11.8 % $ 242.1 11.1 % $ 1.9 0.8 %

4 unchanged sentences

Total selling, general & administrative $ 656.3 31.6 % $ 689.0 31.5 % (32.7) (4.7) %

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

Sales, marketing and advertising costs increased for the three and six month periods due to the Company's investment towards brand focused marketing and advertising initiatives.

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

General & administrative costs decreased for the three and six month periods due to lower overhead costs from cost improvement initiatives.

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

Strategic transaction, restructuring and optimization costs, inclusive of exit & disposal costs, decreased for the three and six month periods due to lower costs towards HPC separation initiatives offset by higher exit and disposal costs within the three month period.

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

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

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

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

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

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

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

Impairment of Intangible Assets .

During 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.

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

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

During the three and six month period ended March 31, 2024, the Company recognized an impairment on its Rejuvenate® tradename and a non-core strategic tradename in response to a triggering event.

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

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

Impairment of Property, Plant and Equipment and Leases.

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

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

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

Representation and Warranty Insurance Proceeds .

During the three and six month period ended March 31, 2024, the Company recognized a non-recurring gain of $65.0 million from its representation and warranty insurance policy associated with the Tristar Business acquisition.

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

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

There is no comparable activity during the three and six month period ended March 30, 2025.

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

Interest Expense.

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

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

Interest Income.

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

Gain From Early Extinguishment of Debt.

During the six month period ended March 31, 2024, the Company recognized a net gain from extinguishment of debt associated with previously discussed refinancing activity.

There was no comparable activity during the three and six month periods ended March 30, 2025.

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

Loss (Gain) From Early Extinguishment of Debt.

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

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

Other Non-Operating Expense, Net.

5 unchanged sentences

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

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

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

Income From Discontinued Operations.

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

Loss from discontinued operations during the three and six month periods ended March 31, 2024 were attributable to a tax related indemnification settlement and reduction in previously accrued transaction related costs associated previous divestitures.

During the three and six month periods ended March 30, 2025 there were no comparable substantive updates or changes.

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

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

Noncontrolling Interest.

3 unchanged sentences

Global Pet Care

(in millions, except %)

Three Month Periods Ended Variance

Six Month Periods Ended Variance

March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

$ 269.2 $ 289.9 $ (20.7) (7.1) % $ 529.2 $ 566.8 $ (37.6) (6.6) %

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

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

Net sales $ 255.2 $ 282.2 $ (27.0) (9.6) % $ 784.4 $ 849.0 $ (64.6) (7.6) %

Adjusted EBITDA 44.0 56.7 (12.7) (22.4) % 145.5 171.8 (26.3) (15.3) %

50.0 62.3 (12.3) (19.7) % 101.5 115.1 (13.6) (11.8) %

Adjusted EBITDA margin

18.6 % 21.5 % (290) bps 19.2 % 20.3 % (110) bps

Net sales for the three month period decreased with an organic net sales decrease of $18.3 million, or 6.3%, excluding an unfavorable foreign currency impact of $2.4 million, from lower North America (“NA”) volumes due to category softness in both companion animal and aquatics product categories as the consumer environment grew increasingly cautious looking for value or lower cost options, especially with premium products of the companion animal portfolio, and slower replenishment within the e-commerce channel due to slower reorder patterns and fulfillment center capacity constraints with an e-commerce retailer that appear normalized by the end of the period.

Sales within Europe, Middle East and Africa (“EMEA”) and rest of world were relatively flat, excluding negative impacts from foreign currency with positive volume growth in the companion animal category from expanded distribution of Good Boy® in continental Europe offset by decrease in the aquatics category primarily driven by an unfavorable foreign currency impact.

Net sales for the six month period decreased with an organic net sales decrease of $36.0 million, or 6.4%, excluding an unfavorable foreign currency impact of $1.6 million, from lower NA volumes due to category softness and slower replenishment within the e-commerce channel offset by an increase in EMEA volumes with the expansion of the Good Boy® brand and new product introduction with positive Dog and Cat Food product category distribution in e-commerce.

Adjusted EBITDA for the three month period decreased with a margin decrease due to the decrease in sales volume, incremental programming and trade spend, unfavorable mix, inflationary cost pressure predominantly on ocean freight and higher brand-focused investments, offset by operational productivity.

Adjusted EBITDA for the six month period decreased with a margin decrease due to sales volume decrease, unfavorable mix with increased ocean freight and higher brand-focused investment, offset by operational productivity and cost improvements.

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

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

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

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

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

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

Home & Garden

(in millions, except %)

Three Month Periods Ended Variance

Six Month Periods Ended Variance

March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

$ 152.3 $ 160.7 $ (8.4) (5.2) % $ 244.4 $ 232.7 $ 11.7 5.0 %

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

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

Net sales $ 189.2 $ 211.0 $ (21.8) (10.3) % $ 433.6 $ 443.7 $ (10.1) (2.3) %

Adjusted EBITDA 38.6 43.3 (4.7) (10.9) % 74.6 71.8 2.8 3.9 %

26.7 29.2 (2.5) (8.6) % 36.0 28.5 7.5 26.3 %

Adjusted EBITDA margin

17.5 % 18.2 % (70) bps 14.7 % 12.2 % 250 bps

Net sales and organic net sales for the three month period decreased due to decreased volume with earlier seasonal inventory build up with retailers in the prior quarter, primarily with Controls products, pull forward of sales into prior quarter in anticipation of the S4/Hana ERP implementation in January 2025, and decline in the Cleaning category from prior year distribution losses, partially offset by incremental volume from new distribution and placement of Repellent and Household pest control products.

Net sales and organic net sales for the six month period increased with the build up of seasonal inventory for expected seasonal demand with retailers, improved placement and retail display strategy, primarily within our Controls and Repellent product categories, plus an increase in sales of Household pest control products from a relatively warmer fall season extending retailer and consumer demand at the beginning of the fiscal year.

Adjusted EBITDA for the three month period decreased with a margin decrease due to lower sales volumes, increased investment in brand-building advertising, unfavorable mix and some inflationary cost pressures within the period, partially offset by cost improvements.

Adjusted EBITDA for the six month period increased with a margin increase from higher volumes and favorable trade variances and cost improvements offset by an increase in brand-focused advertising and some inflation.

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

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

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

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

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

Home and Personal Care

(in millions, except %) Three Month Periods Ended

Six Month Periods Ended Variance

March 30, 2025 March 31, 2024 March 30, 2025 March 31, 2024

$ 254.2 $ 267.9 $ (13.7) (5.1) % $ 602.3 $ 611.2 $ (8.9) (1.5) %

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

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

Net sales $ 255.2 $ 286.2 $ (31.0) (10.8) % $ 857.5 $ 897.5 $ (40.0) (4.5) %

Adjusted EBITDA 7.0 11.8 (4.8) (40.7) % 41.0 56.3 (15.3) (27.2) %

7.3 17.8 (10.5) (59.0) % 34.0 44.5 (10.5) (23.6) %

Adjusted EBITDA margin

2.9 % 6.6 % (370) bps 5.6 % 7.3 % (170) bps

Net sales for the three month period decreased with an organic net sales decrease of $6.0 million, or 2.2%, excluding an unfavorable foreign currency impact of $7.7 million primarily from NA sales volumes decreasing for both home appliance and personal care product categories due to lower category demand and retailer reorder patterns as consumer confidence levels impacted overall category sales.

EMEA sales remained flat excluding negative foreign currency, with positive volumes in personal care offset by negative volumes in home appliances with European consumer confidence becoming more cautious in the current geopolitical environment and reduced home appliance category placement opportunities with certain grocery retailers.

Net sales were benefited by continued growth in LATAM markets for both product categories with new product listings and market expansion.

Net sales for the six month period decreased with volume decrease in NA for both product categories offset by volume growth in EMEA through e-commerce and new product listings, plus LATAM growth through new product listings and distribution wins.

Adjusted EBITDA for the three month period decreased with a margin decrease from lower sales volumes, higher trade spend and programming, unfavorable mix with inflationary cost pressures in ocean freight and the expiration of tariff exclusions on certain products, offset by cost improvements and savings initiatives, lower brand-focused investments and foreign currency.

Adjusted EBITDA for the six month period decreased from lower sales volumes, higher trade spend and programming, unfavorable mix with higher costs towards brand-focused investment and inflationary cost pressures in ocean freight and expiration of tariff exclusions on certain products, offset by cost improvements and savings initiatives.

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

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

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

LATAM volumes increased with category growth and new product launches.

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

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

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

Liquidity and Capital Resources

The following is a summary of cash flow from continuing operations for the six month periods ended March 30, 2025 and March 31, 2024, respectively.

(in millions) March 30, 2025 March 31, 2024

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

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

Operating activities $ 33.1 $ 178.4

$ (48.6) $ 80.7

Investing activities (25.2) 885.0

Financing activities (245.0) (1,563.9)

(195.0) (553.8)

Cash Flows from Operating Activities

Cash flows from operating activities used by continuing operations decreased $129.3 million, due to increased cash flow used in working capital, primarily attributable to inventory build up in H&G, lower interest income and the recognition of $50 million of cash receipts in the prior year from representation and warranty insurance proceeds associated with the Tristar Business, offset by lower spending on strategic transaction, restructuring and optimization initiatives and lower cash interest.

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

Cash Flows from Investing Activities

Cash flows from investing activities for continuing operations decreased $559.3 million due to the decreased short term investment activity from the reduction of term deposits following previously discussed funding of refinancing activity in the prior year.

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

Cash Flows from Financing Activities

Cash flows from financing activities used by continuing operations increased $358.8 million primarily from lower debt repayment and share repurchases activity.

During the six month periods ended March 30, 2025 and March 31, 2024, the Company made cash dividend payments of $25.3 million, or $0.47 per share, and $26.8 million, or $0.42 per share, respectively, which decreased due to the lower outstanding shares following treasury share repurchase activity.

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

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

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 30, 2025, the Company had a total cash and cash equivalents of $96.0 million and borrowing availability of $408.6 million, net of outstanding letters of credit of $8.4 million, under our credit facility with a total liquidity of $504.6 million.

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

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 30, 2025, we were in compliance with all covenants under the Credit Agreement and the indentures governing the 3.375% Notes, due June 1, 2029 and the 3.875% Notes, due March 15, 2031.

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

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.

2 unchanged sentences

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

The Company substantially decreased its outstanding debt with the receipt of proceeds from the completion of the HHI divestiture in June 2023 through various redemptions and repurchase transactions.

The Company may make additional repayments on its remaining outstanding debt obligations in the future, which may include repayments, redemptions, repurchases, refinancing or exchanges of its outstanding Senior Notes, any of which will be dependent on various factors, including market conditions.

Any such repurchases may be effected through a variety of means, including privately negotiated transactions, market transactions, tender offers, redemptions or as otherwise required or permitted by the instruments covering the Company's outstanding indebtedness.

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

12 unchanged sentences

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

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

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

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

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

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

19 unchanged sentences

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 30, 2025 September 30, 2024

Nine Month Period Ended Year Ended

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

Statements of Operations Data

12 unchanged sentences

Noncurrent Liabilities 1,012.6 930.9

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

(in millions) March 30, 2025 September 30, 2024

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

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

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