ENR 10-K & 10-Q changes, risk factors and insider trading

General economic factors beyond our control could adversely affect our business and results of operations. These factors include, but are not limited to, tariffs, recent supply chain disruptions, labor shortages, wage pressures, ongoing elevated levels of inflation and potential economic slowdown, regulatory changes, as well as input costs including fuel and energy costs (for example, the price of gasoline), foreign currency exchange rate fluctuations, and other matters that influence consumer spending and preferences.

We face intense competition from consumer product companies both in the U.S. and in global markets. Most of our products compete with other widely advertised, promoted and merchandised brands as well as private label products within each product category. The categories in which we operate are mature and highly competitive, with a mix of large, small, and private label manufacturers competing for consumer acceptance, limited retail shelf space and e-commerce opportunities. Because of the highly competitive environment in which we operate, our customers, including online retailers, frequently seek to obtain pricing concessions or better trade terms,terms and are increasingly offering private label brands, resulting in either a reduction of our margins or the loss of distribution to lower-cost competitors.

•Certain of our competitors have substantially greater financial, marketing, research and development, and other resources and greater market share in certain segments than we do, which could provide them with greater scale and negotiating leverage with retailers and suppliers.suppliers and more willingness to accept a lower margin rate. These competitors may be able to spend more aggressively on advertising and promotional activities, introduce competing products more quickly, adopt new technology, such as artificial intelligence and machine learning, more quickly and successfully and respond more effectively to changing business and economic conditions than we can.

Our sales have historically been largelyweighted concentrated intoward the traditional retail grocery, mass retail outlet, warehouse club and dollar store channels. Alternative retail channels, including hard discounters, e-commerce retailersdiscounters and subscriptionthe services,online channel, have become more prevalent, and retailers are increasingly selling consumer products through such channels. In addition, alternative sales channels and business models, such as private label and store brands, direct-to-consumer brands and channels and discounter channels continue to evolve. In particular, the growing presence of, and increasing sales through, e-commercethe retailersonline channel have affected, and may continue to affect, consumer preferences (as consumers increasingly shop online) and market dynamics, including any pricing pressures for consumer goods as retailers face added costs to build their e-commerce capacity. Although we are engaged in e-commerce with respect to many of our products, if we are not successful in responding to these competitive factors, changing consumer preferences and market dynamics or expanding sales through evolving sales channels, especially e-commercethe retailers,online channel, hard discounters and other alternative retail channels, our business, financial condition and results of operations may be negatively impacted.

We depend on the continuing reputation and success of our brands. Maintaining a strong reputation with consumers, customers, the trade, suppliers and other third-party partners is critical to the success of our business. Negative publicity about us or our brands, including product safety, quality, efficacy, environmental impacts (including packaging, energy and water use, matters related to climate and waste management) and other sustainability or similar issues, whether real or perceived, could occur and could be widely and rapidly disseminated, including through the use of social media or network sites. Increased consumer engagement and the widespread use of social media and networking sites by consumers has greatly increased the accessibility and speed of dissemination of information (whether accurate or inaccurate). Our operating results could be adversely affected if any of our brands suffers damage to itstheir reputation due to real or perceived issues. Any damage to our brands could impair our ability to charge premium prices for our products, resulting in the reduction of our margins or losses of distribution to lower price competitors, or may require us to record impairments of intangible assets, including trademarks or goodwill, and adversely affect our business, financial condition and results of operations.

A large percentage of our sales are attributable to a relatively small number of retail customers, and we may continue to derive a significant portion of our future revenues from a small number of customers. Additionally, with the growing trend towards retailer consolidation, both in the U.S. and internationally, the rapid growth of e-commerce and the integration of traditional and digital operations at key retailers, we are increasingly dependent on certain retailers. As a result, changes in the strategies or demands of our largest customers, including a reduction in the number of brands they carry, a shift of shelf space to private label or competitors’ products or a decision to lower pricing of consumer products, including branded products, may harmnegatively impact our net sales or margins, and reduce our ability to offer new, innovative products to consumers. In addition, the use of the latest pricing technology by our customers regarding pricing may lead to category pricing pressures. Consistent with the ongoing variability in information technology systems industry-wide, our IT platforms may not be fully compatible at all times with those used by our customers and we may not be able to respond to customer data or technology demands. Furthermore, these large, consolidated companies could also exert additional competitive pressure on our other customers, which could in turn lead to similar demands on us. If we cease doing business with a significant customer or if we experience a significant reduction in net sales to a key customer, it could have a material adverse effect on our business, financial condition and results of operations.

We are subject to risks related to our international operations, including tariffs and currency fluctuations, which could adversely affect our results of operations.

•currency fluctuations, including the impact of hyper-inflationaryhighly inflationary conditions in certain economies, particularly where exchange controls limit or eliminate our ability to convert from local currency;

Our operations are impacted by consumer spending levels, impulse purchases, the availability of our products to retailers and our ability to manufacture, store and distribute products to our customers and consumers in an effective and efficient manner. The fear of exposure toto, or the actual effects ofof, a disease outbreak or similar widespread public health concern, could negatively impact our overall business, financial position and financial results. These impacts may include, but are not limited to:

We cannot be certain that our intellectual property rights will not be invalidated, circumvented or challenged in the future, and we could incur significant costs in connection with legal actions relating to such rights. As patents expire, we could face increased competition, which could negatively impact our operating results. Additionally, a finding that we have violated the trademark, trade secret, copyright, patent or other intellectual property rights of others, directly or indirectly, through the use of third-party marks, ideas or technologies, could result in the need to cease use of such trademark, trade secret, copyrighted work or patented invention in our business, and pay a substantial amount for past infringement. If holders are willing to permit us to continue to use such intellectual property rights, they could require a payment of a substantial amount for continued use of those rights. Either ceasing use or paying such amounts could have a material adverse effect on our business, financial condition and results of operations. Further, the use of generative artificial intelligence tools may compromise confidential or sensitive information, put our intellectual property at risk, or subject us to claims of intellectual property infringement, all of which could damage our reputation.

Changes in production costs, including raw material prices and transportation costs, from tariffs, inflation or otherwise, have adversely affected, and in the future could erode, our profit margins and negatively impact operating results.

Pricing and availability of raw materials, energy, transportation and other services needed for our business can be volatile due to general economic conditions, tariffs, inflation, labor costs, production levels,levels and import duties and tariffs and other factors beyond our control. There is no certainty that we will be able to offset future cost increases. This volatility can significantly affect our production cost and may, therefore, have a material adverse effect on our business, results of operations and financial condition.

Our ability to maintain consistent quality throughout our operations depends, in part, upon our ability to acquire certain products in sufficient quantities. Supply shortages for a particular component or material can delay production and thus delay shipments to customers and the realization of revenue associated with any products using that component. This has caused, and, in the future, could cause us to experience a reduction in sales, increased inventory levels and costs and could adversely affect relationships with existing and prospective customers. In some cases, we may have only one supplier for a product or service. Our dependence on single-source suppliers subjects us to the possible risks of shortages, interruptions and price fluctuations. Global economic factors, including tariffs, continue to put significant pressure on suppliers, all of which tends to make the supply environment more expensive. If any of these vendors are unable to fulfill their obligations, and we are unable to find replacement suppliers during the supply disruption, we could encounter supply shortages and/or increased costs to secure adequate supplies, either of which could materially harm our business.

Operations of the manufacturing and packaging facilities worldwide and corporate offices of the Company and our suppliers, and the methods we and our suppliers use to obtain supplies and to distribute our products, may be subject to disruption for a variety of reasons, including work stoppages, cyberattacks and other disruptions in information technology systems, demonstrations, disease outbreaks or pandemics, acts of war or conflicts, terrorism, fire, earthquakes, flooding or other natural disasters, disruptions in logistics, loss or impairment of key manufacturing sites, supplier capacity constraints, raw material and product quality or safety issues, industrial accidents or other occupational health and safety issues, availability of raw materials, and other regulatory issues, including trade disputes between countries in which we have operations, such as the U.S. and China. There is also a possibility that third-party manufacturers, which produce a significant portion of certain of our products, could discontinue production with little or no advance notice, or experience financial problems or problems with product quality or timeliness of product delivery, resulting in manufacturing delays or disruptions, regulatory sanctions, product liability claims or consumer complaints. If a major disruption were to occur, it could result in delays in shipments of products to customers or suspension of operations. We maintain business interruption insurance to potentially mitigate the impact of business interruption, but such coverage may not be sufficient to offset the financial or reputational impact of an interruption.

We have a material amount of goodwill and other indefinite-lived intangible assets which are periodically evaluated for impairment in accordance with current accounting standards. Goodwill and indefinite-lived intangible assets are initially recorded at fair value and not amortized, but are tested for impairment at least annually in the fourth quarter or more frequently if impairment indicators arise. Fair value for both goodwill and other indefinite-lived intangible assets is determined based on a cash flow analysis. If the carrying values of the reporting unit or indefinite-lived intangible assets exceed their fair value, the goodwill or indefinite-lived intangible assets are considered impaired. If current expectations for revenue growth rates, gross margin rates, operating expenses, and discount rates are not met, or other economic and financial market conditions change, we may be required in the future to record impairment of the carrying value of goodwill or other indefinite-lived intangible assets during the period in which any impairment is determined. Any such impairment charges could have a material adverse effect on our results of operations. See Note 11, Goodwill and intangible assets for further information related to goodwill and the indefinite-lived intangible assets, and the indefinite-lived impairment charges recorded in the fiscal yearsyear ended September 30, 2024 and 2022.2024.

Sales of certain of our auto care products tend to be seasonal. Historically, consumer sales for certain auto care products typically have peaked during theour firstthird sixand monthsfourth offiscal the calendar yearquarters due to customer seasonal purchasing patterns and the timing of promotional activities.activities, with our sales historically peaking during the first six months of the calendar year in advance of this selling season. Purchases of our auto care products, especially our auto appearance and A/C recharge products, can be significantly impacted by unfavorable weather conditions during the summer period, and as a result we may suffer decreases in net sales if conditions are not favorable for use of our products. If adverse weather conditions persist during the first six months of the calendar year (our secondthird and thirdfourth fiscal quarters) when demand for auto care products typically peaks, our business, financial condition and results of operations could be materially and adversely affected.

Our systems and networks, as well as those of our retailer customers, suppliers, service providers, and banks, have and may in the future become the target of cyberattacks or information security breaches, which in turn could result in the unauthorized release and misuse of confidential or proprietary information about our company, employees, customers or consumers, as well as disrupt their and our operations or damage their and our facilities or those of third parties. Furthermore, such attacks may originate from nation states or attempts by outside parties, hackers, criminal organizations or other threat actors. Any significant breaches or breakdowns of such databases or systems could result in significant costs, including costs to investigate or remediate. While we have taken steps to maintain and enhance cybersecurity and address these risks and uncertainties by implementing security technologies, internal controls, network and data center resiliency, redundancy and recovery processes, upgrading our remote work environment and by obtaining insurance coverage, these measures may be inadequate.inadequate Indue addition,to suchthe incidentscontinuously couldevolving result in unauthorized disclosure and misusenature of materialcyber confidential information.threats. Cyber threats are becoming more sophisticated, are constantly evolving and are being made by groups and individuals with a wide range of expertise and motives, and this increases the difficulty of detecting and successfully defending against them.cyber incidents. Such incidents could result in unauthorized disclosure and misuse of material confidential information. Data breaches or theft of personal information we and our third-party service providers collect, as well as company information and assets, have occurred in the past and may occur in the future and the failure to remediate such intrusions may adversely affect our reputation and financial condition.

Our future performance depends significantly upon the continued service of our executive officers and other key employees, as well as our continuing ability to attract, retain and develop highly qualified and diverse employees, including future members of our management team. Competition for such employees is intense, and there can be no assurance that we can retain and motivate our key employees or attract and retain other highly qualified employees in the future.

In addition, competition for labor remains strong and labor costs for manufacturing in the US and Singapore,US, among other countries, continue to rise. Labor is one of the primary components in the cost of operating our business. If we face labor shortages and increased labor costs as a result of increased competition for employees, higher employee turnover rates, increases in employee benefits costs, or labor union organizing efforts, our operating expenses could increase and results of operations could be adversely impacted. Labor shortages, higher employee turnover rates and labor union organizing efforts could also lead to disruptions in our business.

A failure to adequately manage human capital resources could have a material adverse effectiveeffect on our business, prospects, reputation, financial condition and results of operations. Additionally, the escalating costs of offering and administering health care, retirement and other benefits for employees could result in reduced profitability.

Our financial projections, including any sales or earnings guidance or outlook we may provide from time to time, depend on certain estimates and assumptions related to, among other things, a number of factors: product category growth; development and launch of innovative new products; market share projections; product pricing and sale, volume and product mix; foreign exchange rates and volatility; tax rates; manufacturing costs including commodity prices; distribution channel volume and costs; cost savings; macroeconomic factors, including tariff impacts; accruals for estimated liabilities, including litigation reserves, measurement of benefit obligations for pension and other postretirement benefit plans; and our ability to generate sufficient cash flow to reinvest in our existing business, fund internal growth, repurchase our stock, make acquisitions, pay dividends and meet debt obligations.

Acquired companies or operations, joint ventures or investments may not be profitable or may not achieve sales levels andsales, profitability andor cash flow expectations. Future acquisitions could also result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities or amortization expenses related to certain intangible assets, and increased operating expenses, which could adversely affect our results of operations and financial condition. In addition, to the extent that the economic benefits associated with an acquisition or investment diminish in the future or the performance of an acquired company or business is less robust than expected, we may be required to record impairments of intangible assets, including trademarks and goodwill. Any impairment charges could adversely affect the Company’s financial condition and results of operations. See Note 11, Goodwill and intangible assets for further information related to goodwill and intangible assets, and the impairment charges recorded in the fiscal years ended September 30, 20242025 and 2022.2024.

We face exposure to claims arising out of alleged defects in our products, including for property damage, bodily injury or other adverse effects; alleged contaminants in our products; and allegations that our products provide inadequate instructions or warnings regarding their use; and failure to perform as advertised. Product liability, advertising and labeling claims could result in negative publicity that could harm our reputation, sales and results of operation. If any of our products are found to be defective, we may recall or withdraw such products, which could result in adverse publicity and significant expenses. We maintain product liability insurance, but this insurance does not cover all types of claims, particularly claims that do not involve personal injury or property damage or claims that exceed the amount of insurance coverage. Further, we may not be able to maintain such insurance in sufficient amounts, on desirable terms, or at all, in the future. In addition to the risk of monetary judgments not covered by insurance, product liability claims could result in negative publicity that could harm our products’ reputation and in certain cases require a product recall or withdrawal. Product recalls or withdrawals or product liability claims, and any subsequent remedial actions, could have a material adverse effect on our business, reputation, brand value, results of operations and financial condition.

In general, the manufacturing, marketing, distribution, and sale of our products and the conduct of our business operations must comply with extensive federal, state and foreign laws and regulations. In the US, many of our products and product claims are regulated by the Consumer Product Safety Commission, the US Environmental Protection Agency (EPA), and the Federal Trade Commission, among other regulatory agencies. Additionally, our and our suppliers' manufacturing and distribution operations are also subject to regulation by the Occupational Safety and Health Administration. Our international operations are also subject to regulation in each of the foreign jurisdictions in which itwe manufactures,manufacture, marketsmarket or distributesdistribute itsour products. There is also an increased risk of fraud or corruption in certain foreign jurisdictions and related difficulties in maintaining effective internal controls. Additionally, we could be subject to future inquiries or investigations by governmental and other regulatory bodies. Any determination that our operations or activities are not in compliance with applicable law could expose us to future impairment charges or significant fines, penalties or other sanctions that may result in a reduction in net income or otherwise adversely impact our business and reputation.

In addition, the legal, regulatory and ethical landscape around the use of artificial intelligence and machine learning is rapidly evolving. Our ability to adopt this emerging technology in an effective and ethical manner may impact our reputation and ability to compete, and this technology could be, among other things, false, biased, or inconsistent with our values and strategies. Further, the use of generative artificial intelligence tools may compromise confidential or sensitive information, put our intellectual property at risk, or subject us to claims of intellectual property infringement, all of which could damage our reputation.

Increased focus by governmental and non-governmental organizations, customers, consumers and shareholders on environmental, social and governance (ESG)sustainability issues, including those related to sustainability and climate change, may have an adverse effect on our business, financial condition and results of operations and damage our reputation.

We are committed to our sustainability journey and have taken meaningful steps including conducting an extensive materiality assessment and publishing ESGgoals goals.within our Sustainability Report. Any failure to achieve our goals with respect to reducing our impact on the environment or a perception (whether or not valid) of our failure to act responsibly with respect to the environment or to effectively respond to new, or changes in, legal or regulatory requirements concerning climate change or other sustainability concerns could adversely affect our business and reputation.

As climate change, land use, water use, deforestation, biodiversity, product recycling, plastic waste, recyclability or recoverability of packaging, including single-use and other plastic packaging, waste to landfill, responsible sourcing, labor, employment practices, human rights and other sustainability concerns become more prevalent, governmental and non-governmental organizations, customers, consumers and investors are increasingly focusing on these issues. In particular, changing consumer preferences may result in increased customer and consumer concerns and demands regarding plastics and packaging materials, including single-use and non-recyclable plastic packaging, and their environmental impact on sustainability, a growing demand for natural or organic products and ingredients, or increased consumer concerns or perceptions (whether accurate or inaccurate) regarding the effects of ingredients or substances present in certain consumer products. This increased focus may result in new or increased regulations and customer, consumer and investor demands that could cause us to incur additional costs or to make changes to our operations to comply with any such regulations and address demands. If we are unable to respond or perceived to be inadequately responding to sustainability concerns, customers and consumers may choose to purchase products from another company or a competitor, and certain investors may divert from, or avoid investing in, our securities, which may hinder our access to capital.

The Company reports its financial results in accordance with accounting principles generally accepted in the U.S. ("GAAP"). However, management believes that certain non-GAAP financial measures provide users with additional meaningful comparisons to the corresponding historical or future period, and are used for management incentive compensation. These non-GAAP financial measures exclude items that are not reflective of the Company's on-going operating performance, such as Project Momentum restructuring and related costs, network transition costs, acquisition and integration costs, anfiscal acquisition2023 earn("FY23") out,and fiscal 2024 ("FY24") production credits, a litigation matter, impairmentsan ofimpairment goodwill andon intangible assets, the loss/(gain) on extinguishment/modification of debt, the December 2023 Argentina Economic Reform,Reform and the settlement loss on U.S. pension annuity buyout, the costs of exiting the Russian market, the gain on finance lease termination and the costs of the May 2022 flooding of our Brazilian manufacturing facility.buyout. In addition, these measures help investors to analyze year over yearyear-over-year comparability when excluding currency fluctuations, acquisition activityfluctuations as well as other companyCompany initiatives that are not on-going. We believe these non-GAAP financial measures are an enhancement to assist investors in understanding our business and in performing analysis consistent with financial models developed by research analysts. Investors should consider non-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures used by other companies due to possible differences in method and in the items being adjusted.

Segment Profit. This amount represents the operations of our two reportable segments including allocations for shared support functions. General corporate and other expenses, Intangible amortization expense, an impairment of goodwill andon intangible assets, interestInterest expense, lossLoss/(gain) on extinguishment/modification of debt, otherOther items, net, Project Momentum restructuring and related costs, network transition costs, FY23 & FY24 production credits, a litigation matter and the charges related to acquisition and integration costs, an acquisition earn out, a litigation matter, the December 2023 Argentina Economic Reform, settlement loss on U.S. pension annuity buyout, the gain on finance lease termination, the costs of exiting the Russian market and the costs of the flooding of our Brazilian manufacturing facility have all been excluded from segment profit.

Adjusted net earnings and Adjusted Diluted net earnings per common share ("EPS"). These measures exclude the impact of Projectthe Momentumcosts related to restructuring and related costs,activities, network transition costs, costs related to acquisition and integration, an acquisitionimpairment earnon out,intangible assets, FY23 & FY24 production credits, a litigation matter, an impairment of goodwill and intangible assets, the lossLoss/(gain) on extinguishment/modification of debt, the December 2023 Argentina Economic Reform,Reform and the settlement loss on U.S. pension annuity buyout, the gain on finance lease termination, the costs of exiting the Russian market and the costs of the flooding of our Brazilian manufacturing facility.buyout.

Non-GAAP Tax Rate. This is the tax rate when excluding the pre-tax impact of Project Momentum restructuring and related costs,activities, network transition costs,activities, acquisition and integration costs,integration, an acquisitionimpairment earnon out,intangible assets, FY23 & FY24 production credits, a litigation matter, an impairment of goodwill and intangible assets, the loss/(gain) on extinguishment/modification of debt,debt. the December 2023 Argentina Economic Reform, and the settlement loss on U.S. pension annuity buyout, the gain on finance lease termination, the costs of exiting the Russian market and the costs of the flooding of our Brazilian manufacturing facility, as well as the related tax impact for these items, calculated utilizing the statutory rate for the jurisdictions where the impact was incurred.

Organic. This is the non-GAAP financial measurement of the change in revenueNet sales or segment profit that excludes or otherwise adjusts for the changeAcquisition impact, Change in Russiahighly inflationary markets and Argentina operations and the impactImpact of currency from the changes in foreign currency exchange rates as defined below:

Change in ArgentinaHighly Operations.Inflationary Markets. The Company is presenting separately all changes in sales and segment profit from our Egypt and Argentina affiliateaffiliates due to the designation of the economyeconomies as highly inflationary as of October 1, 2024 and July 1, 2018.2018, respectively.

Impact of currency. The Company evaluates the operating performance of our Company on a currency neutral basis. The Impact of Currency is the change in foreign currency exchange rates year-over-year on reported results, which is calculated by comparing the value of current year foreign operations at the current period USD exchange rate versus the value of current year foreign operations at the prior period USD exchange rate. The impact of currency also includes gains/(losses) of currency hedging programs, and it excludes hyper-inflationaryhighly-inflationary markets.

Adjusted Gross Profit, Adjusted Gross Margin, adjusted Selling, General & Administrative ("SG&A") as a percent of sales and adjusted Other items, net. DetailsDetail for adjustedAdjusted grossGross margin, adjustedAdjusted SG&A as a percent of salessales, and adjustedAdjusted Other items, net are also supplemental non-GAAP measure disclosures.measures. These measures exclude the impact of Projectcosts Momentumrelated to restructuring and related costs,activities, network transition costs,activities, acquisitionFY23 and& integrationFY24 costs,production an acquisition earn out,credits, a litigation matter, acquisition and integration, the December 2023 Argentina Economic Reform,Reform and the settlement loss on U.S. pension annuity buyout, the gain on finance lease termination, the costs of exiting the Russian market and the costs of the flooding of our manufacturing facility in Brazil.buyout.

We continue to operate in an inflationary environment where macro-economic pressures and geopolitical instability are expected to continue into fiscal year 2025.2026. While we did not experience significant disruptions in our operations in fiscal 2024,2025, the risks of future negative impacts due to transportation, logistical or supply constraints and higher commodity costs for certain raw materials remain present, and the Company could continue to experience corresponding incremental costs and gross margin pressures, as well as currency headwinds throughout the year. Macro-economic pressures and geopolitical instability could also result in softening consumer demand, which could negatively impact the Company's forecasted financial results and operations.

Project Momentum Restructuring and Related Costs

In November 2022, the Board of Directors approved a profit recovery program, Project Momentum, which includesincluded an enterprise-wide restructuring focused on recovering operating margins, optimizing our manufacturing, distribution and global supply chain networks, and enhancing our organizational efficiency across the Company. In July 2023, the Company's Board of Directors approved an expansion of this program to include an additional year, which will allowallowed for additional optimization of our battery manufacturing, distribution and global supply chain networks, further review of our global real estate footprint and the implementation of IT systems that will allowallowed us to streamline our organization and fully execute the program. Following the Belgium Acquisition in the first quarter of fiscal 2024, the Company expanded the Project Momentum program and increased the savings and cost expectations, partially due to the impact the expanded manufacturing capacity had on the Company's battery network.

Total expected pre-tax savings of Project Momentum are between $180 and $200 by the end of fiscal year 2025. As of September 30, 2024,2025, the Company hassuccessfully realized approximately $142$206 of these savings from Project Momentum, with approximately $88$64 realized in fiscal year 2024.2025. The savings were primarily within Cost of products soldCOGS and SG&A on the Consolidated Statements of Earnings and Comprehensive Income.

The total pre-tax expense related to Project Momentum restructuring and other related costs for the twelve months ended September 30, 2024,2025, 2024 and 2023 andwere 2022 were$68.7, $91.7, $59.7 and $0.9,$59.7 respectively. TheseThe expenses primarily consisted of chargesseverance forand employeeother severance, retention,benefit related benefit costs, accelerated depreciation, asset write-offs, relocation and decommissioning costs, environmental investigatory and mitigation costs, consulting costs, IT enablementenablement, a non-cash impairment of capitalized software, decommissioning, relocation, and other exit costs,related offset by a gain on sale of fixed assets in fiscal 2024.costs. The costs were reflected in CostCOGS, of products sold, Selling, general and administrative expense,SG&A, and Other items, net on the Consolidated Statements of Earnings and Comprehensive Income. Total pre-tax charges related to Project Momentum since inception were $152.3.$221.0. Refer to Note 5 Restructuring for furtheradditional detail.discussion on the Company's restructuring costs.

Although the Company's Project Momentum restructuring costs are recorded outside of segment profit, if allocated to our reportable segments, the restructuring costs noted above for fiscal 2025 would have been included in our Batteries & Lights and Auto Care segments in the amount of $60.2 and $8.5, respectively. The Company's Project Momentum restructuring costs for fiscal year 2024 would have been included in our Batteries & Lights and Auto Care segments in the amount of $87.0 and $4.7, respectively. The Momentum restructuring costs for fiscal year 2023 would have been includedincurred inwithin our Batteries & Lights and Auto Care segments in the amount of $52.7 and $7.0, respectively. The Momentum restructuring costs for fiscal year 2022 would have been incurred within our Batteries & Lights and Auto Care segments in the amount of $0.7 and $0.2, respectively.

As a part of the planned Project Momentum decommissioning of certain facilities and relocation of multiple production and packaging lines, the Company incurred incremental costs related to network transition activities necessary to maintain business continuity. During the fourthtwelve fiscalmonths quarterended ofSeptember 30, 2025 and 2024, the Company incurred incremental costs of $11.7$19.7 and $11.7, respectively, primarily related to air freight and third-party packaging support to ensure product availability for key customers during the movement and subsequent prove-in of the relocated lines. These costs were incurred within Cost of products soldCOGS on the Consolidated Statement of Earnings and Comprehensive Income. WeThe expectnetwork coststransition inactivities theas rangepart of approximately $10 to $20 to continue to be incurred in the first half of fiscal year 2025, as Project Momentum networkare optimizationsubstantially activitiescomplete and no further costs are completed.expected in fiscal 2026.

Operations for Energizer are managed via two major reportable product groupings: BatteryBatteries & Lights and Auto Care.

There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to trade policies, treaties, and tariffs. Recently, the U.S. government imposed significant tariffs impacting a wide variety of goods across multiple countries and additional tariffs may be imposed in the future. On February 20, 2026, the U.S. Supreme Court invalidated tariffs previously imposed under the IEEPA. Following this ruling, the U.S. government initiated new tariffs at different rates under alternative legislative powers, which increases the uncertainty around tariffs. On March 4, 2026, the Court of International Trade ordered U.S. Customs and Border Protection ("CBP") to begin the refund process for all importers who were subject to the IEEPA duties and on April 20, 2026, the CBP opened a portal for the refund process to begin for certain importers. The Company has begun the refund submission process and has received approximately $11.0 of refunds. However, the potentialtimeline timingfor the remainder of refunds associated with the rulingrefund remainsis uncertain.still unclear and subject to changes in trade policy. The current administration may continue to impose additional tariffs under U.S. trade laws. The extent and duration of the tariffs, as well as any measures taken by other countries in response, and the resulting impact on general economic conditions on our business are uncertain and depend on various factors and could have a material adverse effect on our business, financial condition, results of operations and cash flow. There have been no other material changes to the risk factors included in our Annual Report on Form 10-K.

In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of any such forward-looking statements. The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Additional risks and uncertainties include those discussed herein and detailed from time to time in our other publicly filed documents, including those described under the heading “Risk Factors” in our Form 10-K filed with the Securities and Exchange Commission on November 18, 2025, Part II, Item 1A.1A, "Risk FactorsFactors,", and our subsequent filings with the SEC.

The Company reports its financial results in accordance with accounting principles generally accepted in the U.S. ("GAAP"). However, management believes that certain non-GAAP financial measures provide users with additional meaningful comparisons to the corresponding historical or future period, and are used for management incentive compensation. These non-GAAP financial measures exclude items that are not reflective of the Company's on-going operating performance, such as restructuring and related costs, network transition costs, FY23 & FY24 production credits, acquisition and integration costs, a litigation matter, the loss on extinguishment/modification of debt and the non-cash settlement loss on the U.K. pension plan termination. In addition, these measures help investors to analyze year-over-year comparability when excluding currency fluctuations as well as other Company initiatives that are not on-going. We believe these non-GAAP financial measures are an enhancement to assist investors in understanding our business and in performing analysis consistent with financial models developed by research analysts. Investors should consider non-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures used by other companies due to possible differences in methods and in the items being adjusted.

Segment Profit. This amount represents the operations of our two reportable segments including allocations for shared support functions. General corporate and other expenses, Intangible amortization expense, Interest expense, Loss on extinguishment/modification of debt, Other items, net, restructuring and related costs, network transition costs andFY23 & FY24 production credits, the charges related to acquisition and integration costs and a litigation matter have all been excluded from segment profit.

Adjusted Net Earnings and Adjusted Diluted Net Earnings Per Common Share (EPS). These measures exclude the impact of the costs related to restructuring activities, network transition costs, FY23 & FY24 production credits, acquisition and integration, a litigation matter, the Loss on extinguishment/modification of debt and the settlement loss on the U.K. pension plan termination.

Non-GAAP Tax Rate. This is the tax rate when excluding the pre-tax impact of restructuring activities, network transition activities, FY23 & FY24 production credits, acquisition and integration, a litigation matter, the loss on extinguishment/modification of debt and the settlement loss on the U.K. pension plan termination, as well as the related tax impact for these items, calculated utilizing the statutory rate for the jurisdictions where the impact was incurred.

Acquisition Impact. The Company completed the Advanced Power Solutions (APS) acquisition on May 2, 2025. These adjustments include the impact of the operations associated with the acquired branded battery business.business, as well as exiting the branded license. The Company sold batteries under an acquired brand license from the acquisition date through December 31, 2025, and then transitioned from thesethe branded businesses to legacy brands by December 31, 2025.brands. This does not include the impact of acquisition and integration costs associated with this acquisition.

Adjusted Comparisons. Detail for Adjusted Gross margin, Adjusted SG&A as a percent of sales and Adjusted Other items, net are also supplemental non-GAAP measures. These measures exclude the impact of costs related to restructuring activities, network transition activities, FY23 & FY24 production credits, acquisition and integrationintegration, a litigation matter and the settlement loss on the U.K. pension plan termination. A&P as a percentage of net sales, excluding the APS business, excludes the Net sales from the APS branded business. No material A&P was spent on these sales.

On February 20, 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the IEEPA by the executive branch were unauthorized and therefore invalid. On March 4, 2026, the Court of International Trade ordered U.S. Customs and Border Protection ("CBP") to begin the refund process for all importers who were subject to the IEEPA duties. On April 20, 2026, the CBP opened a portal for the refund process to begin for certain importers, although no timeline has yet been established for when the refunds will be paid. As a result of these court rulings establishing the Company's legal right to a refund of the IEEPA tariffs, the Company determined that it is entitled to a tariff refund of approximately $64.3.$64. For the three and sixnine months ended MarchJune 31,30, 2026, the Company recorded a $47.6$16.5 benefitand $64.1 benefit, respectively, in Cost of goods sold on the Consolidated (Condensed) Statements of Earnings and Comprehensive income and reduced the carrying value of inventory by $16.7 on the Consolidated (Condensed) Balance Sheet as of March 31, 2026. This inventory is expected to be sold in the third fiscal quarter of 2026.income. The Company has recordedbegun submitting claims for its anticipated refund, and received approximately $11.0 of refunds subsequent to quarter end. However, the refund receivabletimeline in Other assets onfor the Consolidatedremainder (condensed)of Balance Sheet. Thethe refund timeline is still unclear and subject to changes in trade policy, and the Company has not initiated the refund process as of the filing date.policy. Refer to Part I, item 1A. "Risk Factors" in our Form 10-K filed on November 18, 2025 for a full discussion of the risks associated with the global tariff environment.

Following the Supreme Court decision, the U.S. Administration announced a new 10% global tariff under Section 122 of the Trade Act of 1974, subject to certain carveouts. Upon expiration of the Section 122 tariffs and at the conclusion of an investigation under Section 301 of the Trade Act of 1974, the Administration implemented tariffs of either 10% or 12.5% on over sixty trading partners. We are continuing to assess our incremental tariff cost exposure in light of continuing changes to global tariff policies and the full extent of our potential mitigation strategies to offset the financial and operational impact of tariffs, as well as the associated timing to implement such strategies.

Following the final regulations on Section 45X that became effective in December 2024, the Company began reviewing the potential applicability to our batteries and various components produced in the United States for application of the production credits. The Company achieved reasonable assurance over our ability to claim the production credits during the third quarter of fiscal 2025 and recognized a credit of $11.7$15.1 and $21.4$36.5 during the quarter and sixnine months ended MarchJune 31,30, 2026.2026, Norespectively. The credit was recordedrecognized in the firstthree orand secondnine months ended June 30, 2025 included an estimated $33.9 for the credit related to fiscal quarter2025 production and an additional $78.5 retroactive adjustment to the beginning of 2025the aseffective date of the CompanyIRA, hadJanuary not1, yet achieved reasonable assurance over the ability to claim the production credits.2023.

The Company recorded $1.6$0.3 and $2.1$2.4 in SG&A of legal fees and other costs associated with this acquisition during the quarter and sixnine months ended endedJune March 31,30, 2026, respectively. The Company recorded $2.3$1.3 and $3.5$4.8 in SG&A of legal fees and other costs associated with the acquisition during the quarter and sixnine months ended MarchJune 31,30, 2025.2025, respectively. Included in the prior year quarter and nine months was expense for a purchase price earnout adjustment associated with the Centralsul Acquisition of $0.3 and $1.1, respectively.

As of September 30, 2025, the Company successfully realized approximately $206 of savings from Project Momentum during the first three years of the program. The savings were primarily within COGS and SG&A on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income. In the quarter and sixnine months ended MarchJune 31,30, 2025, the total Project Momentum restructuring and related pre-tax costs were $17.6$8.0 and $37.9,$45.9, respectively. The expenses primarily consisted of severance and other benefit related costs, accelerated depreciation, asset write-offs, consulting costs, IT enablement, a non-cash impairment of capitalized software, decommissioning, relocation, and other exit related costs. These costs were reflected within Cost of products sold and SG&A on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income.

As a part of the planned Project Momentum decommissioning of certain facilities and relocation of multiple production and packaging lines, the Company incurred incremental costs related to network transition activities necessary to maintain business continuity. During the three and sixnine months ended MarchJune 31,30, 2025, the Company incurred incremental costs of $2.7$0.9 and $16.7,$17.6, respectively, primarily related to freight and third-party packaging support to ensure product availability for key customers during the movement and subsequent prove-in of the relocated lines. These costs were incurred within Cost of products sold on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. The network transition activities as part of Project Momentum are complete and the Company does not anticipate significant network transition costs in fiscal 2026.

The total estimated restructuring and related pre-tax costs associated with the fourth year of the program is now expected to be between $60.0$65.0 and $70.0$75.0 with additional restructuring related costs of $20.0$15.0 to $25.0$20.0 related to U.S. manufacturing efficiency initiatives and capital expenditures of $25.0 to $35.0. The increase in projected costs are primarily related to non-cash write-offs of fixed assets and costs related to an expansion of SG&A cost reduction initiatives. The estimated savings expected to be achieved through the fourth year of the program are $20.0 to $25.0, along with tariff mitigation and cost avoidance of $10.0 to $15.0. Since the plan was initially set, tariff rates have been slightly reduced resulting in a lower tariff mitigation impact from the program, with no material impact to the Company's overall run rate. Costs and savings are expected to be fully realized by September 30, 2026. Through MarchJune 31,30, 2026, the Company has realized approximately $6$15 of savings and $4$8 of cost avoidance.

During the quarter and sixnine months ended MarchJune 31,30, 2026, the Company incurred $31.5$14.4 and $62.4,$76.8, respectively, of pre-tax restructuring and related costs associated with the initiatives. The expenses primarily consisted of severance and other benefit related costs, accelerated depreciation, asset write-offs, decommissioning and other exit related costs as well as restructuring related costs to optimize the Company's cost structure and operating efficiency in the U.S. as we exit less productive lines while still expanding our U.S. manufacturing production. These costs were reflected within Cost of products sold and SG&A on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income. Refer to Note 4 Restructuring for further details.

Although the Company's restructuring costs are recorded outside of segment profit, if allocated to our reportable segments, the pre-tax restructuring and related costs for the quarter and sixnine months ended MarchJune 31,30, 2026 would be incurred within the Batteries & Lights segment in the amount of $30.6$12.8 and $60.9$73.7, respectively, and the Auto Care segment in the amount of $0.9$1.6 and $1.5,$3.1, respectively. For the quarter and sixnine months ended MarchJune 31,30, 2025, the pre-tax restructuring and related costs would have been incurred within the Batteries & Lights segment in the amount of $15.7$7.1 and $34.4,$41.5, respectively, and the Auto Care segment in the amount of $1.9$0.9 and $3.5,$4.4, respectively.

Energizer reported secondthird fiscal quarter Net earnings of $10.1,$39.9, or $0.15$0.58 per common share, compared to Net earnings of $28.3,$153.5, or $0.39$2.13 per common share, in the prior year secondthird fiscal quarter. Adjusted Diluted net earnings per common share was $0.94$0.75 for the secondthird fiscal quarter as compared to $0.67$1.13 in the prior year quarter.

For the sixnine months ended MarchJune 31,30, 2026, the Company reported Net earnings of $6.7,$46.6, or $0.10$0.67 per common share, compared to Net earnings of $50.6,$204.1, or $0.69$2.80 per common share, in the prior year period. Adjusted Diluted net earnings per common share was $1.25$1.99 for the sixnine months ended MarchJune 31,30, 2026 as compared to $1.35$2.47 in the prior year period.

Net earnings and Diluted net earnings per common share for the time periods presented were impacted by certain items related to restructuring and related costs, network transition costs, FY23 & FY24 production credits, acquisition and integration costs, a litigation matter, the Loss on extinguishment/modification of debt and the non-cash Settlement loss on the U.K pension plan termination as described in the tables below. The impact of these items is provided below as a reconciliation of Net earnings and Diluted net earnings per common share to Adjusted Net earnings and Adjusted Diluted net earnings per common share, which are non-GAAP measures. See disclosure on Non-GAAP Financial Measures above.

Currency, excluding highly inflationary markets, favorably impacted the quarter ended MarchJune 31,30, 2026 by $3.9$2.0 in Earnings before income taxes, or $0.05$0.02 per share, compared to the prior year quarter.

Currency, excluding highly inflationary markets, favorably impacted the sixnine months ended MarchJune 31,30, 2026 by $8.4$10.4 in Earnings before income taxes, or 0.10$0.12 per share, compared to the priornine yearmonths quarter.ended June 30, 2025.

(46) During the quarternine months ended MarchJune 31,30, 2026, the Company terminated the U.K. pension plan and recorded a non-cash settlement loss on the termination of the plan within Other items, Net.

(57) The effective tax rate for the Adjusted Net earnings and Adjusted Diluted EPS for the quarters ended MarchJune 31,30, 2026 and 2025 was 19.5%20.2% and 23.1%,13.5%, respectively, and for the sixnine months ended MarchJune 31,30, 2026 and 2025 was 20.3% and 23.9%,19.5%, respectively, as calculated utilizing the statutory rate for the jurisdictions where the costs were incurred.

Net sales were $643.3$734.1 for the secondthird fiscal quarter of 2026, aan declineimprovement of $19.6$8.8 as compared to the prior year quarter. Organic Net sales declinedincreased 5.5%,2.7%, primarily driven by the following items:

Net sales were $1,422.2$2,156.3 for the sixnine months ended MarchJune 31,30, 2026, an increase of $27.6$36.4 as compared to the prior year period.

• Volumes declined 5.3%2.1% due to softer consumer demand in the U.S. across both segments,segments and higher storm activity in the prior year, the shift in timing of battery orders related to the plastic free conversion and the slower start to auto care's selling season.year. These declines were partially offset by new distribution, product development and growth in ecommerce.e-commerce; and

Gross margin percentage on a reported basis forFor the six monthsquarter ended MarchJune 31,30, 20262026, wasexcluding 36.2%,FY23 compared& toFY24 37.9%production credits of $78.5 recorded in the prior year. Excludingyear, restructuring and related costs in the current and prior year of $42.4$7.5 and $18.1,$2.9, respectively, and prior year network transition costs of $16.7,$0.9, Adjusted Gross margin was 39.2% compared to 40.4%44.8% in the prior year.

Gross margin and Adjusted Gross margin decline for the sixnine months ended MarchJune 31,30, 2026 was driven by unfavorable product mix and increased input costs from production inefficiencies associated with rebalancing our network, increased tariff costs, unfavorable product mix and the lower margin profile of the APS business.network. These declines were partially offset by a benefit of $47.6$64.1 related tofrom the anticipated refund related to tariffs previously enacted under the IEEPA, as well as production tax credit of $21.4 and benefits from price increases implemented.IEEPA.

SG&A was $133.1$129.3 in the secondthird fiscal quarter of 2026, or 20.7%17.6% of Net sales, as compared to $136.0,$128.3, or 20.5%17.7% of Net sales, in the prior year period. Included in SG&A during the secondthird fiscal quarter of 2026 and 2025 were acquisition and integration costs of $1.6$0.3 and $2.3,$1.3, respectively, and restructuring and related costs of $4.4$6.9 and $9.2$5.1, respectively.respectively, and a prior year credit related to litigation matters of $1.7. Excluding these items, adjusted SG&A was $127.1,$122.1, or 19.8%16.6% of Net sales in the secondthird fiscal quarter of 2026, as compared to $124.5,$123.6, or 18.8%17.0% of Net sales in the prior year period. The year-over-year dollar increasedecrease was primarily driven by increased SG&A from the APS business of $3.0, investment in digital transformation and growth initiatives and unfavorable currency. The increase was partially offset by Project Momentum savings of approximately $4$8 and lower stock compensation expense in the current quarter. The decrease was partially offset by increased legal fees.

SG&A was $282.4$411.7 in the sixnine months ended MarchJune 31,30, 20262026, or 19.9%19.1% of Net sales, as compared to $267.3,$395.6, or 19.2%18.7% of Net sales, in the prior year period. Included in SG&A during the sixnine months ended MarchJune 31,30, 2026 and 2025 were acquisition and integration costs of $2.1$2.4 and $3.5,$4.8, respectively, and restructuring and related costs of $20.0$26.9 and $20.1,$25.2, respectively.respectively, and a prior year credit related to litigation matters of $1.7. Excluding these items, adjusted SG&A was $260.3,$382.4, or 18.3%17.7% of Net sales in the sixnine months ended MarchJune 31,30, 2026, as compared $243.7,$367.3, or 17.5%17.3% of Net sales in the prior year period. The year-over-year dollar increase was primarily driven by increased SG&A from the APS business of $9.8, investment in digital transformation and growth initiatives, as well as increased legal fees, recycling fees and stockrecycling compensation expense.fees. The increase was partially offset by Project Momentum savings of approximately $6.0$14 in the current year period.

Advertising and sales promotion expense (A&P) was $19.0,$41.7, or 3.0%5.7% of net sales, in the secondthird fiscal quarter of 2026, as compared to $20.8,$43.4, or 3.1%6.0% of Net sales, in the secondthird fiscal quarter of 2025. A&P was $68.2,$109.9, or 4.8%5.1% of Net sales, in the sixnine months ended MarchJune 31,30, 2026 as compared to $74.2,$117.6, or 5.3%,5.5%, in the prior year. Excluding the impact of the APS business, A&P expense was 5.0% of Net sales in the six months ended March 31, 2026.

R&DResearch and development expense was $7.6,$7.4, or 1.2%1.0% of Net sales, for the quarter ended MarchJune 31,30, 2026, as compared to $8.1,$8.2, or 1.2%1.1% of Net sales, in the prior year comparative period. R&D was $15.4,$22.8, or 1.1% of Net sales, for the sixnine months ended MarchJune 31,30, 2026, as compared to $16.1,$24.3, or 1.2%1.1% of Net sales, in the prior year comparative period.

Interest expense was $39.3$39.7 for the secondthird fiscal quarter of 2026, compared to $38.0$39.0 for the prior year comparative period. For the sixnine months ended MarchJune 31,30, 2026 interest expense was $78.4$118.1 as compared to $75.0$114.0 for the prior year comparative period. The increase in interest expense was due to a higher average debt balance in the current year.

Loss on extinguishment/modification of debt was $5.2 for the second fiscal quarter of 2025 and $0.9 and $5.3 for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively. The 2026 loss is related to the Company's early payment of $90.0 on the outstanding on the term loan earlier in the fiscal year. During March 2025, the Company refinanced and extended the maturity of both its $760 Term Loan and $500 Revolving Credit Facility resulting in the majority of the loss on extinguishment/modification in fiscal 2025.

Other items, net was an expense of $25.6 and a benefit of $0.2 and $1.9 for the secondthird fiscal quarters of 2026 and 2025, respectively. Other items, net was an expense of $26.7$26.9 and a benefit of $5.2$3.3 for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively.

The effective tax rate on a year to date basis was expense of 60.4%30.1% as compared to 23.9%11.5% in the prior year. Excluding the impact of restructuring and related costs, network transition costs, FY23 & FY24 production credits, acquisition and integration costs, a litigation matter, the Loss on extinguishment/modification in debt and the non-cash settlement loss on the termination of the U.K. pension plan, the year to date adjusted effective tax rate was 20.3% as compared to 23.9%19.5% in the prior year. The currentlower yeareffective rate is lower due to the productionmix taxof credits recordedearnings in theeach current year.period.

Operations for Energizer are managed via two product segments: Batteries & Lights and Auto Care. Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses (including share-based compensation costs), amortization of intangibles, acquisition and integration activities, restructuring and related costs, network transition costscosts, FY23 & FY24 production credits, a litigation matter and other items determined to be corporate in nature. Financial items, such as interest income and expense and the loss on extinguishment/modification of debt, and other items, net, are managed on a global basis at the corporate level. The exclusion of these costs from segment results reflects management’s view on how it evaluates segment performance.

Results for the Quarter Ended MarchJune 31,30, 2026

Batteries & Lights reported Net Sales decreased 3.0%2.0% as compared to the prior year period.period driven mostly by the negative acquisition impact of the brand licenses expiring of $17.2, or 3.2%. Organic net sales declinedincreased $28.8,$1.6, or 5.9%,0.3%, for the secondthird fiscal quarter due to decreasedincreased volumes from a shift in the timing of battery orders related to the plastic free conversion and a modest impact from the conflict in the Middle East, partially offset by growth in e-commerce and distribution gains from the integration of the APS business to legacy brands as well as new product development (approximately 7.0%2.5%). CarryIncremental overpromotional pricing increasesinvestment partially offset the volume declineincrease (approximately 1.1%2.2%).