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

Many of our products are produced by a limited number of third-party manufacturers. Our ability to retain our current manufacturing relationships or engage in and successfully transition to new relationships or to our own manufacturing facilityfacilities is critical to our ability to deliver quality products to our customers in a timely manner. Certain of the Company's manufacturersmanufacturers, including third party and our own facilities, are currently having, and have had in the past, difficulty meeting demand, which is and has caused shortages of our products, particularly eye care products. These shortages negatively impacted our results of operations in the fourth quarter of fiscal 20242026 and fiscal 2025, and we expect further shortages may have a negative impact on our sales.sales and customer relationships and result in loss of shelf space/digital rank and higher costs. In some cases, we have identified additional third-party manufacturing to supply us with quantities of the product for which we are experiencing shortages, but these additions may not manufacture product in time to fully supplement the long-term forecasted demand. In addition, any failure by our third-party manufacturers to comply with applicable regulatory requirements, including FDA or other governmental standards, could result in product quality issues, regulatory action, product recalls or reputational harm.

Certain of our manufacturers who produce products for us have experienced cash flow shortages, and we have provided both prepayments and short termshort-term loans to these suppliers to ensure continuous supply. MostFollowing recently,the full transfer of product supply to other manufacturers, one supplier to which we extended shorta termshort-term loansloan todiscontinued operations and did not repay the loan. As a supplierresult, thatwe produceswrote cough/coldoff andthe earloan careof products,approximately which total $7.8$10.3 million in thefiscal aggregate as of March 31, 2025, to support their continued operation.2026. If they or any other suppliers cease operations or are otherwise unable to continue to supply products to us, or to repay their indebtedness, our results of operations and financial condition would be adversely impacted.

At March 31, 2025,2026, we had relationships with 9895 third-party manufacturers. Of those, we had long-term contracts with 1618 manufacturers that produced items that accounted for approximately 58%60% of gross sales for 2025,2026, compared to 2616 manufacturers with long-term contracts that accounted for approximately 72%58% of gross sales in 2024.2025. This level of concentration increases our exposure to operational, financial and strategic risks associated with such manufacturers. One of our suppliers, a privately owned pharmaceutical manufacturer with whom we have a long-term supply agreement, produced products that accounted for more than 10% of our gross revenues during 2025,2026, 20242025 and 2023.2024. During 2025, 2024 and 2023, thisThis manufacturer accounted for approximately 21%, 20% and 20%, respectively, of our gross revenues in 2026 and 2025 and 20% of our gross sales revenues in 2024, while we accounted for a significant portion of their gross revenues over that time period. No other single third-party supplier produces products that account for 10% or more of our gross revenues. The fact that we do not have long-term contracts with certain manufacturers also means that they could cease manufacturing our products at any time and for any reason or initiate costly price increases, which could have a material adverse effect on our business and results of operations. Although we are continually in the process of negotiating long-term contracts with certain key manufacturers, we may not be able to reach a timely agreement on acceptable terms, which could have a material adverse effect on our business and results of operations. In addition, even if we do enter into long-term contracts with certain manufacturers, our manufacturers may increase prices under the terms of our existing contracts if they experience increases in input costs, which could have a material adverse impact on our results of operations and financial condition.

The costs to manufacture and distribute our products are subject to fluctuation based on a variety of factors. Volatility and increases in commodity raw material (e.g. resins) and packaging component prices, labor, energy and transportation costs, and other input costs, including as a result of supply chain issues, shortages or tariffs, could significantly affect our profit margin and could have a material adverse impact on our financial condition and results of operations if our raw material suppliers, third-party manufacturers, logistics providers or distributors pass along those costs to us. Certain product categories have been impacted by higher inflation due to, among other things, increased transportation costs due to the U.S. war with Iran, the continuing impacts of labor shortages, global supply chain disruptions and the uncertain economic and geopolitical environment, including tariffs, which has negatively impacted our gross margin. Although the impact of these increased costs has not had a material adverse effect on our results of operations or financial condition to date, further input cost increases could have such a material impact.

In this economic environment, the manufacturers we use have increased, and may continue to increase, the cost to us of many of the products we purchase, which has impacted and could continue to adversely affect our margins in the event we are unable to pass along these increased costs to our customers or identify and qualify new manufacturers. There may be a delay or inability to fully offset such cost increases through pricing actions due to competitive dynamics, customer resistance, or contractual limitations. If we are unable to increase the price for our products to our customers or achieve cost savings in a rising cost environment, any such cost increases would likely further reduce our gross margins and could have a material adverse effect on our financial condition and results of operations. If we increase the price of our products in order to maintain our current gross margins for our products, the increase may adversely affect demand for, and sales of, our products, especially if consumers shift to lower-priced alternatives or private label products in response to tariff-driven or inflationary price increases, which could have a material adverse effect on our financial condition and results of operations. We believe that certain of our products could have difficulty absorbing further near-term price increases without potentially impacting market share, which would have a related adverse impact on our revenues.

Our financial performance depends on the stability of conditions that impact consumer spending. Adverse conditions or volatility in financial markets or the economy, including high interest rates, inflation from rising costs, tariffs, unemployment, bank failures, reductions in government assistance and the lack of consumer financing, could adversely impact consumer confidence and reduce disposable income, resulting in reduced consumer spending on our products. Geopolitical developments, including conflicts in the Middle East, disruptions to global shipping routes, and related increases in fuel and transportation costs, may further exacerbate these pressures. Existing volatility in the global economy, including from geopolitical conflicts, supply chain issues and rising costs, has not materially impacted consumer spending on our products, but further worsening of these conditions could have a material adverse impact on our results of operations and financial condition.

In addition, competitors may attempt to gain market share by offering products at prices at or below those typically offered by us. The introduction or expansion of store brand products that compete with our products at a lower price point has and could impact our sales and results of operations. ThisSome of our products compete directly with widely advertised, promoted and merchandised brands within each product category, as well as with retailers, including drugstores, convenience stores and specialty stores, that are increasingly offering private labels and generic non-branded products, which are typically sold at lower prices. Consumer demand for lower-cost alternatives could increase, particularly in response to macroeconomic pressures. These trends could be exacerbated by rising costs, including tariffs, trade restrictions, export controls and sanctions, as well as ongoing geopolitical tensions, including conflicts in the Middle East and other regions, and other economic conditions that shift consumer demand to lower-priced products, as well as supply chain issues that result in reduced availability for our products. Competitive pricing may require us to reduce prices, which may result in lost revenue or a reduction of our profit margins. Future price adjustments by our competitors or our inability to react with price adjustments of our own could result in a loss of market share, which could have a material adverse effect on our financial condition and results of operations.

During 2025,2026, Walmart and Amazon, which accounted for approximately 19%20% and 14%,15%, respectively, of our gross revenues, were our only customers that accounted for more than 10% of our gross revenues. We expect that for future periods, our top ten customers, including Walmart and Amazon, in the aggregate, will continue to account for a large and potentially increasing portion of our sales. Our sales through e-commerce platforms are also subject to risks associated with platform policies, fee structures, fulfillment requirements, and algorithmic changes, which are outside of our control and may adversely impact our sales and margins. The loss of favorable positioning on these platforms could significantly reduce product visibility and sales. Many of our customers have sought to obtain lower pricing, better terms, additional trade spend, more strict logistics requirements or other changes to the customer-supplier relationship. If we are unable to effectively respond to the demands of our customers, these customers could reduce their purchases of our products and increase their purchases of products from competitors. Reductions in inventory by our customers, the loss of one or more of our top customers, including as a result of consolidation in the retail industry, or any significant decrease in sales to these customers based on changes in their strategies or policies, such as a reduction in the number of brands they carry, the amount of shelf space or positioning they dedicate to store brand products or to our particular products, or a significant reduction in our online positioning, could reduce our sales and have a material adverse effect on our financial condition and results of operations. In addition, many retailers have implemented inventory management strategies that include reductions in the amount of inventory they carry and related reductions in retail space and may continue such efforts in the future.

In addition, ourOur business is based primarily upon individual sales orders. We typically do not enter into long-term contracts with our customers. Accordingly, our customers could cease buying products or reduce the number of items they buy from us at any time and for any reason. The fact that we do not have long-term contracts with our customers means that we have no recourse in the event a customer no longer wants to purchase products from us or reduces the number of items purchased. If a significant number of our smaller customers, or any of our significant customers, elect not to purchase products from us or materially reduce the quantity of products they purchase from us, our financial condition and results of operations could be materially adversely affected.

Our product distribution in the United States is managed by a third-party through one primary distribution center in Clayton, Indiana. We also operate athree manufacturing facilityfacilities in Lynchburg,the Virginia,United States, Canada and Australia, which manufacturesmanufacture products representing approximately 15%21% of our gross revenues. A natural disaster, such as tornado, earthquake, flood, or fire at our distribution center or our own or a third-party manufacturing facility could damage our inventory and/or materially impair our ability to distribute our products to customers in a timely manner or at a reasonable cost. In addition, a serious disruption caused by performance or contractual issues with our third-party distribution manager, cybersecurity incidents affecting our logistics providers or systems, or labor shortages or contagious disease outbreaks or other public health emergencies at our distribution center or manufacturing facilities could also materially impact our product distribution. Any disruption could result in increased costs, expense and/or shipping times, and could harm our reputation and cause us to incur customer fees and penalties. We could also incur significantly higher costs and experience longer lead times should we be required to replace our distribution center, the third-party distribution manager or our manufacturing facilities. As part of our recent acquisition of our Arnprior Ontario, Canada facility from our primary Clear Eyes supplier, we have committed to a long-term investment including a number of plant enhancements and capital investments, which may at times negatively impact production in the short-term but improve production over time. As a result, any serious disruption could have a material adverse effect on our business, financial condition and results of operations.

From time to time we are subject to various product liability claims. Claims could be based on allegations that, among other things, our products contain contaminants, include inadequate instructions or warnings regarding their use, or include inadequate warnings concerning side effects and interactions with other substances. For example, we previously acquired a low sales volume talcum-based product as part of a larger acquisition, which was subsequently discontinued in 2017. The product has been identified in a small number of lawsuits along with other talcum-based products and their manufacturers alleging contamination of the products. To date, most claims against our discontinued product have been voluntarily dismissed and none have resulted in a material loss to the Company. Whether or not successful, product liability claims could result in negative publicity that could adversely affect the reputation of our brands and our sales and financial condition. Additionally, we may be required to pay for losses or injuries purportedly caused by our products, which could negatively impact our financial condition. We could also be required for a variety of reasons to initiate product recalls, which we have done on several occasions. Any product recalls could have a material adverse effect on our business, financial condition and results of operations.

Although we have supply and manufacturing agreements with certain of our third-party manufacturers, which explicitly outline the allocation of product liability risk with respect to the products these manufacturers produce, some of our other products are manufactured on a purchase order basis. To the extent we rely on purchase orders to govern our commercial relationships with suppliers, we have not specifically negotiated the allocation of risk for product liability obligations. Instead, we typically rely on implied warranties from the suppliers with respect to these products. As a result, weWe may have difficulty enforcing these implied warranties, and we may be required to bear all or a significant portion of any product liability obligations rather than transferring this risk to our third-party manufacturers.

•Adverse customer or stockholder reaction to the acquisition.acquisition and/or the associated debt.

While we seek to maintain sustainable operations that are both operationally and financially beneficial to our business, and contribute to the health and wellness of the communities in which we operate, we may experience reduced demand for our products and loss of customers if we do not meet their expectations, which could result in a material adverse effect on our financial condition and results of operations. Land use, water use, carbon emissions, deforestation, recyclability or recoverability of packaging, plastic waste, ingredients and other sustainability concerns remain key topics with federal, state and local governments, non-governmental organizations, our customers, consumers and investors,investors. These evolving priorities have resulted, and may continue to result, in new or more stringent laws, regulations and requirements, including emerging extended producer responsibility (“EPR”) regimes relating to the lifecycle management of packaging and certain product components. EPR requirements, which are being adopted in various jurisdictions in which we operate, generally shift responsibility for the collection, recycling, disposal and reporting of packaging materials to producers such as us. These requirements are evolving and vary by jurisdiction and may require us to join and fund producer responsibility organizations, implement new data tracking and reporting systems, modify packaging designs, or make changes to our supply chain and product offerings. Compliance with these and other sustainability-related regulations may result in newincreased laws,costs, regulationsincluding fees, capital expenditures and requirementsadministrative that could cause disruptions in or increased costs associated with developing, manufacturingburdens, and distributingmay disrupt our products.operations. WeIn addition, we could also lose revenue if our consumers change brands, our customers refuse to buy our products, or investors choose not to invest in our debt or common stock if we do not meet their sustainability expectations. For example, since 2020, some of our major customers requested that we respond to various questionnaires to evaluate our sustainability efforts. Efforts to meet these standards could impact our costs resulting in reduced profits, and failure to meet our customers’ expectations could impact our sales and business reputation.

Risks Related to Intellectual Property and Data Privacy and Security

The market for our products depends to a significant extent upon the goodwill associated with our trademarks, tradenames and patents. Our trademarks and tradenames convey that the products we sell are “brand name” products. We believe consumers ascribe value to our brands, some of which are over 100 years old. We own or exclusively license the material trademarks, tradenames and patents used in connection with the manufacturing, packaging, marketing and sale of our products. These rights prevent our competitors or new entrants to the market from using our valuable brand names and technologies. Therefore, trademark, tradename and patent protection is critical to our business. Although most of our material intellectual property is registered in the United States and in applicable foreign countries, we may not be successful in asserting protection of our intellectual property. In addition, third parties may assert claims against our intellectual property rights, and we may not be able to successfully resolve those claims, which would cause us to lose the right to use the intellectual property subject to those claims. If we were to lose the exclusive right to use one or more of our intellectual property rights, the loss of such exclusive right could have a material adverse effect on our financial condition and results of operations.

In addition, other parties may infringe our intellectual property rightsrights, including through e-commerce channels, digital marketplaces or unauthorized online sales, which may be more difficult to monitor and enforce, and may thereby dilute the value of our brands in the marketplace. Brand dilution could cause confusion in the marketplace and adversely affect the value that consumers associate with our brands, which could negatively impact our business and sales. Furthermore, from time to time, we may be involved in litigation in which we are enforcing or defending our intellectual property rights, including proceedings involving trademark infringement, counterfeiting or unauthorized distribution, which could require us to incur substantial fees and expenses and have a material adverse effect on our financial condition and results of operations.

We have licenses or manufacturing agreements with third parties that own intellectual property (e.g., formulae, copyrights, trademarks, trade dress, patents and other technology) used in the manufacture and sale of certain of our products. In the event that any such license or manufacturing agreement expires or is otherwise terminated, we will lose the right to use the intellectual property covered by such license or agreement. Similarly, our rights could be reduced if the applicable licensor or third-party manufacturer fails to maintain or protect the licensed intellectual property, because, in such event, our competitors could obtain the right to use the intellectual property without restriction. If either of these intellectual property losses were to occur, we might not be able to develop or obtain replacement intellectual property at all or in a timely or cost-effective manner. Additionally, any modified products may not be well-received by customers. The consequences of losing the right to use or having reduced rights to such intellectual property could negatively impact our business and sales due to our failure to meet consumer demand for the affected products or require us to incur costs for the development of new or different intellectual property, either of which could have a material adverse effect on our business, financial condition and results of operations. In addition, development of replacement products may be time-consuming and ultimately may not be feasible. Further, disputes with licensors or third-party manufacturers regarding intellectual property rights, including ownership or scope of use, could result in litigation or the loss of rights necessary to continue to market certain products.

We rely extensively on our information technology systems, somenetworks and digital platforms, many of which are managed by third-party service providers, to manage the data, communications and business processes for all of our functions, including our marketing, sales (including e-commerce), manufacturing, logistics, customer service, accounting and administrative functions. These systems include programs and processes relating to internal communications and communications with other parties, ordering and managing materials from suppliers, converting materials to finished products, marketing and selling products to customers (including through e-commerce channels), customer order entry and order fulfillment, shipping product to customers, billing customers and receiving and applying payment, processing transactions, summarizing and reporting results of operations, complying with regulatory, legal and tax requirements, collecting and storing customer, consumer, employee, investor and other stakeholder information and personal data and other processes necessary to manage the Company's business. As a result, we are exposed to cybersecurity risks both within our own systems and across our third-party ecosystem and supply chain.

Increased information technology security threats and more sophisticated computer crime, including advanced persistent threats, pose a potential risk to the security of the information technology systems, networks and services of the Company, its customers and business partners, as well as the confidentiality, availability and integrity of the data of the Company, its customers and business partners. As a result, the Company's information technology systems, networks or service providers could be damaged or cease to function properly or the Company could suffer a loss or disclosure of business, personal or stakeholder information, due to any number of causes, including system disruptions, catastrophic events, power outages, cyber-attacks and security breaches. To help guard against these possibilities,risks, the Company provides quarterly employee security training and maintains a compliance program with updated security policies to help evaluate and address potential threats and attacks. The Company has also conducted regular security audits by an outside firm based on the National Institute of Standards and Technology ("NIST") standards to address any potential service interruptions or vulnerabilities. Management regularly reports to the Company’s Board on information security risks and audit results. The Company has implemented a comprehensive Cybersecurity Incident Response Plan designed to promptly identify, assess, and respond to potential cybersecurity threats and incidents. This plan includes a structured escalation matrix that defines incident severity levels and corresponding response protocols. In accordance with the plan, material cybersecurity matters are escalated to the Audit Committee of the Board of Directors. Further, the Company has implemented continuity and recovery plans in the event of a disruption. However, if these plans do not provide effective protection, the Company may suffer interruptions in its ability to manage or conduct its operations, including in all of the Company’s functions described above, which may adversely affect its business and results of operations. The Company maintains security risk insurance in the event of a cybersecurity breach or incident; however, the coveragemeasures may not be sufficienteffective toin coverpreventing or mitigating all losses.cybersecurity The Company may need to expend additional resources in the future to continue to protect against, or to address problems caused by, any business interruptions or data security breaches.incidents.

AnyIn breachaddition, ofa ourcybersecurity data security, including the failure to maintain the security of confidential data and information or the misappropriation of such confidential data and information,incident could result in an unauthorized releaseaccess to, or transferdisclosure ofof, customer, consumer, userconfidential or employeeproprietary information, including personal information relating to employees, customers or theconsumers, losswhich ofcould valuablesubject businessus to notification obligations, litigation (including putative class actions), contractual claims and regulatory enforcement under privacy, data orprotection causeand aother disruption in our business.laws. These events could give rise to unwanted media attention, damage our reputation, damage our customer, consumer or user relationships, and result in lost sales, fines, lawsuits, remediation costs, or otherwise adversely impact the Company's results of operations and financial condition. We may also be required to expend significant capital and other resources to protect against or respond to or alleviate problems caused by a security breach. We are also subject to evolving federal, state and international cybersecurity and privacy requirements and, a cybersecurity incident could require us to make public disclosures, including under SEC rules (such as reporting requirements for material cybersecurity incidents), which could increase the risk of litigation, regulatory scrutiny and reputational harm. For additional information regarding our cybersecurity risk management, strategy and governance, see Item 1C. “Cybersecurity.”

In addition, theThe rapid evolution and growing adoption of artificial intelligence ("AI") and machine learning technologies presentspresent emerging risks to the security of our information, as well as the information of our customers and business partners. As with cybersecurity risks, the use of AI by our employees, or by our customers and business partners, could result in the loss or unauthorized disclosure of sensitive information.information or the generation of inaccurate, biased or unintended outputs that could impact business decisions, customer interactions or regulatory compliance.

In addition to our existing business continuity and incident response plans, which are designed to address cybersecurity incidents, the Company has implemented an internal AI policy. This policy restricts the use of AI technologies by requiring employees to obtain prior approval from the Company’s ViceAI PresidentTechnology ofGovernance Information Technology,Committee, in order to evaluate any potential security, compliance, or operational risks. Nonetheless, the use of AI by our employees, suppliers and customers could expose our confidential information or those of our stakeholders, which could have a material adverse impact on our business reputation.reputation, Atresult thisin time,regulatory theaction Companyor haslegal no immediate plans to launch proprietary AI tools. In the medium term, we may explore the use of AI-powered tools for our employees and features on our websites to assist customers with inquiries related to our products.liability.

At March 31, 2025,2026, our total indebtedness, including current maturities, was approximately $1.0 billion and assuming the closing conditions are met related to our agreement to acquire certain brands in the first half of fiscal 2027, that total will increase to approximately $2.2 billion.

•Limit our ability to fund potentialadditional acquisitions;

At March 31, 2025,2026, we had $165.7$182.9 million of borrowing capacity available under our revolving credit facility to support our operating activities. We currently have no balance on our revolving credit facility, but future borrowings would be subject to variability in interest rates which could potentially limit our ability to fund working capital, capital expenditures and acquisitions.

•Enter into transactions with affiliates; and

•Sell stock in our subsidiaries; andsubsidiaries.

We are engaged in the development, manufacturing, marketing, sales and distribution of well-recognized, brand name OTC health and personal care products to mass merchandisers, drug,drug/drug wholesale, food, dollar, convenience and club stores and e-commerce channels in North America (the United States and Canada) and in Australia and certain other international markets. We use the strength of our brands, our established retail distribution network, a low-cost operating model and our experienced management team to create our competitive advantage.

There has been economic uncertainty in the United States and globally due to several factors, including evolving fiscal policy, global supply chain constraints, changes in interest rates, a high inflationary environment, geopolitical eventsevents, including conflicts in the Middle East, and evolving U.S. and international trade restrictions and tariffs. We expect economic conditions will continue to be highly volatile and uncertain, put pressure on prices and supply, and could affect demand for our products. We have continued to see changes in the purchasing patterns of our end customers,consumers, including a shift in many markets to purchasing our products online, and couldhave and may continue to see changes in retailer purchasing patterns due to these consumer patterns and the uncertainvolatile economic environment.

The volatile environment has impacted the supply of labor and raw materials and exacerbated rising input costs. We have and may continue to experience shortages, delays and backorders for certain ingredients and products, difficulty scheduling shipping for our products, as well as price increases from many of our suppliers for both shipping and product costs. CertainWe ofand our third-party manufacturers are currently having, and have had in the past, difficulty meeting demand, which is and has caused shortages of some of our products, particularly eye care products. These shortages have negatively impacted our results of operations, and we expect further shortages maywill continue to have a negative impact on our sales. If conditions cause further disruption in the global supply chain, the availability of labor and materials or otherwise further increase costs, it may materially affect our operations and those of third parties on which we rely, including causing material disruptions in the supply and distribution of our products. The extent to which these conditions impact our results of operations and liquidity will depend on future developments, which are highly uncertain and cannot be predicted, including further global supply chain constraints, inflation, tariffs, global conflicts and trade actions/disputes and the potential for further outbreaks of severe illnesses.disputes. These effects could have a material adverse impact on our business, liquidity, capital resources and results of operations and those of the third parties on which we rely.

At March 31, 2025,2026, the brands with the highest carrying value were Monistat, BC/Goody's, Summer's Eve, TheraTears and Fleet, comprising 58.6%approximately 59% of our total intangible assets value.

We have experienced declines in revenues and profitability of certain brands in the North American OTC Healthcare segment, as discussed in "Results of Operations" below. Sustained or significant future declines in revenue, profitability, other adverse changes in expected operating results and/or unfavorable changes in other economic factors used to estimate fair values of certain brands could indicate that fair value no longer exceeds carrying value, in which case additional non-cash impairment charges may be recorded in future periods.

At February 29, 20242024, February 28, 2025 and February 28, 2025,2026, in conjunction with the annual tests for goodwill impairment, which coincided with our annual strategic planning process, the estimated fair value exceeded the carrying value for all reporting units and accordingly, no impairment charge was taken in either period.

Our analysis as of February 28, 2026 confirmed that all indefinite-lived intangible assets had a fair value exceeding their carrying value by at least 10%, with the exception of Monistat within our North American Women's Health reporting unit. We performed a sensitivity analysis of our weighted average cost of capital, and we determined that a 50-basis point increase in the weighted average cost of capital used to value all of our indefinite-lived intangible assets would have resulted in an additional impairment charge of $1.4$16.6 million. Additionally, a 50-basis point decrease in the terminal growth rate used for each of our indefinite-lived intangible assets would not have resulted in an additional impairment chargeany of $1.9our million.indefinite-lived intangible assets' fair value being less than their carrying value.

Total segment revenues for 20252026 were $1,137.8$1,088.7 million, ana increasedecrease of $12.4$49.1 million, or 1.1%,4.3%, versus 2024.2025.

Revenues for the North American OTC Healthcare segment increaseddecreased $1.8$46.4 million, or 0.2%,4.8%, during 20252026 versus 2024.2025. The $1.8$46.4 million increasedecrease was primarily attributable to an increase in sales in the Gastrointestinal category, partly offset by a decrease in sales in the CoughEye & ColdEar category.Care category, due to a limited ability to supply demand for Clear Eyes.

Revenues for the International OTC Healthcare segment increaseddecreased $10.7$2.6 million, or 6.4%,1.5%, during 20252026 versus 2024.2025. The $10.7$2.6 million increasedecrease was mainly attributable to ana increasedecrease in sales in the GastrointestinalEye and& DermatologicalsEar categories,Care category, partly offset by aan decreaseincrease in sales in the Women's Health and Cough & Cold categories.

Gross profit for 20252026 increaseddecreased $10.0$38.9 million, or 1.6%,6.1%, versus 2024.2025. As a percentage of total revenues, gross profit increaseddecreased to 54.7% in 2026 from 55.8% in 2025 from 55.5% in 2024,2025, primarily due to anthe increasedecrease in revenue and a decrease in freight costs inrelated to the acquisition of our NorthCanadian Americanmanufacturing OTC Healthcare segment.facility.

Gross profit for the North American OTC Healthcare segment increaseddecreased $2.2$30.3 million, or 0.4%,5.7%, during 20252026 versus 2024.2025. As a percentage of North American OTC Healthcare revenues, gross profit increaseddecreased to 54.8% during 2026 from 55.3% during 20252025, fromprimarily 55.2%due duringto 2024.the decrease in revenue and costs related to the acquisition of our Canadian manufacturing facility.

Gross profit for the International OTC Healthcare segment increaseddecreased $7.8$8.6 million, or 8.1%,8.3%, during 20252026 versus 2024.2025. As a percentage of International OTC Healthcare revenues, gross profit increaseddecreased to 54.1% during 2026 from 58.1% during 2025 from 57.2% during 2024,2025, primarily due to anincreased increaseinflation inas revenuewell as channel and product mix.

Contribution margin for the North American OTC Healthcare segment increaseddecreased $4.3$21.7 million, or 1.1%,5.4%, during 20252026 versus 2024.2025. As a percentage of North American OTC Healthcare revenues, contribution margin for the North American OTC Healthcare segment increaseddecreased to 41.6% during 2026 from 41.8% during 2025 from 41.5% during 2024.2025. The contribution margin increasedecrease as a percentage of revenuesrevenue was primarily due to the increasedecrease in gross profit margin notedabove, abovepartly andoffset decreasedby a decrease in advertising and marketing spend in North America during 2025.spend.

Contribution margin for the International OTC Healthcare segment increaseddecreased $3.3$10.3 million, or 4.5%,13.3%, during 20252026 versus 2024.2025. As a percentage of International OTC Healthcare revenues, contribution margin for the International OTC Healthcare segment decreased to 38.1% during 2026 from 43.3% during 2025 from 44.1% during 2024.2025. The contribution margin decrease as a percentage of revenues was primarily due to anthe increasedecrease in advertisinggross andprofit marketingmargin spendnoted internationally in 2025.above.

General and administrative expenses were $116.4 million for 2026 versus $108.2 million for 2025 versus $106.2 million for 2024.2025. The increase in general and administrative expenses was primarily due to increases in compensationcompensation-related expenses, acquisition-related costs and professionalan fees.increase in our allowance for doubtful accounts pertaining to one specific customer.

Depreciation and amortization expense was $20.9 million for 2026 versus $21.3 million for 2025 versus $22.6 million for 2024.2025. The decrease in depreciation and amortization expenses was primarily duerelated to a decrease in amortization expense due to impairment charges taken on certain finite-lived brands in fiscal 2025, as well as certain intangible assets being fully amortized during 2025.

In 2025, our annual impairment test resulted in total impairment charges of $12.5 million. This includesincluded $6.6 million related to non-strategic indefinite-lived intangible assets and $5.9 million related to non-strategic finite-lived assets. The impairments primarily reflected the deliberate shift in sales toward other strategic brands within our portfolio. Of the total charges, $10.0 million pertainpertains to our North American OTC Healthcare segment, while $2.5 million relatesrelated to our International OTC Healthcare segment.

The provision for income taxes during 20252026 was $67.2 million versus $69.6 million versus $66.7 million in 2024.2025. The effective tax rate on income before income taxes was 26.1% during 2026 versus 24.5% during 2025 versus 24.2% during 2024.2025. The increase in the effective tax rate in 20252026 compared to 20242025 was primarily due to the mix of earnings in the U.S. and foreign jurisdictions.jurisdictions and establishing a taxable presence in a new state.

For a discussion of fiscal 20242025 compared to 2023,2024, please refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ofin our 20242025 Annual Report on Form 10-K, filed with the SEC on May 15,9, 2024.2025.

Our primary source of cash comes from our cash flow from operations. In the past, we have supplemented this source of cash with various debt facilities, primarily in connection with acquisitions. We have financed our operations, and expect to continue to finance our operations over the next twelve months, with a combination of funds generated from operations and borrowings. In connection with the recently announced expected acquisition of a portfolio of brands, including Breathe Right®, we expect to fund the transaction through a combination of a new term loan facility and cash on hand. Our principal uses of cash are for operating expenses, debt service, capital expenditures, share repurchases and acquisitions. Based on our current levels of operations and anticipated growth, excluding acquisitions, we believe that our cash generated from operations and our existing credit facilities will be adequate to finance our working capital and capital expenditures through the next twelve months, although no assurance can be given in this regard. See "Economic Environment" above with respect to current uncertainties facing us from a liquidity perspective.

On January 31, 2012, Prestige Brands, Inc. (the “Borrower") entered into a senior secured credit facility, which originally consisted of (i) a $660.0 million term loan with a 7-year maturity (the "2012 Term Loan") and (ii) a $50.0 million asset-based revolving line of credit with a 5-year maturity (the "2012 ABL Revolver"). In subsequent years, we have utilized portions of our accordion feature to increase the amount of our borrowing capacity under the 2012 ABL Revolver to the current amount of $200.0 million, reduced our borrowing rate on the 2012 ABL Revolver and made several other changes to the 2012 ABL Revolver. We have also amended the 2012 Term Loan several times. The 2012 Term Loan is unconditionally guaranteed by Prestige Consumer Healthcare Inc. and certain of its domestic wholly-owned subsidiaries, other than the Borrower. Each of these guarantees is joint and several. There are no significant restrictions on the ability of any of the guarantors to obtain funds from their subsidiaries or to make payments to the Borrower or the Company.

On December 2, 2019, the Borrower issued $400.0 million aggregate principal amount of 5.125% senior notes due January 15, 2028 (the "2019 Senior Notes"), pursuant to an indenture dated December 2, 2019, among the Borrower, the guarantors party thereto (including the Company) and U.S. Bank National Association, as trustee. We used the net proceeds from the 2019 Senior Notes, together with cash on hand, to redeem all $400.0 million of our then-outstanding senior notes issued on December 17, 2013 that were due in 2021, and to pay related fees and expenses.

On March 1, 2021, the Borrower issued $600.0 million aggregate principal amount of 3.750% senior notes due April 1, 2031 (the "2021 Senior Notes"), pursuant to an indenture dated March 1, 2021, among the Borrower, the guarantors party thereto (including the Company) and U.S. Bank National Association, as trustee. We used the net proceeds from the 2021 Senior Notes to redeem all $600.0 million of our then-outstanding 2016 senior notes issued on February 19, 2016 and March 21, 2018, which were due in 2024, and to pay related fees and expenses.

During fiscal 2025, we repaid the balance of our 2012 Term Loan and terminated all related commitments. For the year ended March 31, 2025, during the period it was outstanding, the average interest rate on the 2012 Term Loan was 7.1%. For the year ended March 31, 2024,2026, the average interest rate on amounts borrowed under the 2012 TermABL LoanRevolver was 7.3%.3.9%. There were no borrowings under the 2012 ABL Revolver at any time during 2025 or 2024. We also had amortization related to our long-term debt of $1.8 million and $5.2 million for 2025 and 2024, respectively. During fiscal 2025, we repaid the balance of our 2012 Term Loan and terminated all related commitments.2025.

•Have a fixed charge ratio of greater than 1.0 to 1.0 (defined as, with certain adjustments, the ratio of our consolidated EBITDA minus capital expenditures to our trailing twelve months consolidated interest paid, taxes paid and other specified payments). Our fixed charge requirement remains level throughout the term of the credit agreement.

As of March 31, 2025, we had ongoingOngoing commitments under various contractual and commercial obligations ashave follows:not materially changed since our 2025 Annual Report on Form 10-K.

AcquisitionAcquisitions

The details of thisthe acquisitionOTC Wellness Business and Pillar5 acquisitions are included in the notes to the unaudited Condensed Consolidated Financial Statements in Part I, Item I, Note 22., Acquisitions, of this Quarterly Report on Form 10-Q.

The volatile environment has impacted the supply of labor and raw materials and exacerbated rising input costs. We have and may continue to experience shortages, delays and backorders for certain ingredients and products, difficulty scheduling shipping for our products, as well as price increases from many of our suppliers for both shipping and product costs. Certain of our third-party manufacturers are currently having, and have had in the past, difficulty meeting demand, which is and has caused shortages of our products, particularly eye care products. These shortages have negatively impacted our results of operations, and we expect further shortages will continue to have a negative impact on our sales. If conditions cause further disruption in the global supply chain, the availability of labor and materials or otherwise further increase costs, it may materially affect our operations and those of third parties on which we rely, including causing material disruptions in the supply and distribution of our products. The extent to which these conditions impact our results of operations and liquidity will depend on future developments, which are highly uncertain and cannot be predicted, including global supply chain constraints, inflation, tariffs, global conflicts and trade actions/disputes. These effects could have a material adverse impact on our business, liquidity, capital resources and results of operations and those of the third parties on which we rely.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. We areevaluated continuingthe toprovisions assess its impact and do not expectof the OBBBA toand havedetermined athat there was no material impact on our estimated annual effective tax rate.

Three Months Ended DecemberJune 31,30, 20252026 compared to the Three Months Ended DecemberJune 31,30, 20242025

The following table represents total revenue by segment, including product groups, for the three months ended DecemberJune 31,30, 20252026 and 2024.2025.

Total revenues for the three months ended DecemberJune 31,30, 20252026 were $283.4$265.7 million, aan decreaseincrease of $6.9$16.2 million, or 2.4%,6.5%, versus the three months ended DecemberJune 31,30, 2024.2025.

Revenues for the InternationalNorth American OTC Healthcare segment decreasedincreased $3.6$13.6 million, or 7.1%,6.4%, during the three months ended DecemberJune 31,30, 20252026 versus the three months ended DecemberJune 31,30, 2024.2025. The $3.6$13.6 million decreaseincrease was primarily attributable to a decrease in sales in the Eye & Ear Care category, partly offset by an increase in sales in the Wellness, Sleep & Other, Gastrointestinal, Dermatological, and Cough, Cold & Allergy categories, partly offset by a decrease in the Women's Health category. The increase in the Wellness, Sleep & Other category was primarily attributable to the acquisition of the OTC Wellness Business, particularly the Breathe Right brand, as well as an increase in third party sales made by our manufacturing facilities.

Gross profit for the Internationalthree OTCmonths Healthcareended segmentJune 30, 2026 decreased $3.5$4.1 million, or 11.6%,3.0%, when compared with the three months ended June 30, 2025. As a percentage of total revenues, gross profit decreased to 51.3% during the three months ended DecemberJune 31,30, 20252026 versusfrom the three months ended December 31, 2024. As a percentage of International OTC Healthcare revenues, gross profit decreased to 55.9%56.2% during the three months ended DecemberJune 31,30, 2025 from 58.7% during the three months ended December 31, 2024,2025, primarily due to increasedcosts inflationassociated costswith improving and productoptimizing mix.the acquired Pillar5 facility for increases in long-term capacity, and amortization of inventory fair value step-up related to the acquisition of the OTC Wellness Business.

Contribution margin for the InternationalNorth American OTC Healthcare segment decreased $3.9 million, or 16.9%, duringfor the three months ended DecemberJune 31,30, 20252026 versusdecreased $4.4 million, or 4.8%, when compared with the three months ended DecemberJune 31,30, 2024.2025. As a percentage of InternationalNorth American OTC Healthcare revenues, contribution margin decreased to 40.4%38.5% during the three months ended DecemberJune 31,30, 20252026 from 45.2%43.0% during the three months ended DecemberJune 31,30, 2024. The contribution margin decrease as a percentage of revenues was2025, primarily due to the decrease in gross profit margin noted above.

General and administrative expenses were $29.7$43.3 million for the three months ended DecemberJune 31,30, 20252026 and $26.2$28.5 million for the three months ended DecemberJune 31,30, 2024.2025. The $3.5$14.8 million increase in general and administrative expenses was primarily due to an increaseincreases in ouracquisition-related allowance for doubtful accounts pertaining to one specific customer.costs.

Depreciation and amortization expenses were $5.1$5.7 million for the three months ended DecemberJune 31,30, 20252026 and $5.0$5.2 million for the three months ended DecemberJune 31,30, 2024.2025. The increase in depreciation and amortization expenses was attributable to an increase in amortization expense due to the addition of certain brands in conjunction with the OTC Wellness Business acquisition.

Interest expense, net was $10.7$13.9 million during the three months ended DecemberJune 31,30, 20252026 versus $11.5$10.2 million during the three months ended DecemberJune 31,30, 2024.2025. The average indebtedness remainedduring constantthe atthree months ended June 30, 2026 increased to $2.0 billion from $1.0 billion during the three months ended DecemberJune 31,30, 20252025. andThe increase in average indebtedness is due to the threeresult monthsof endedborrowings Decemberunder 31,the 2024.new Term Loan Credit Agreement used to fund our acquisition of the OTC Wellness Business. The average cost of borrowing decreasedincreased to 5.1% for the three months ended June 30, 2026, compared to 4.5% for the three months ended DecemberJune 31,30, 20252025. fromThe 4.6%increase forin the threeaverage monthscosts endedof Decemberborrowing 31,is 2024.primarily attributed to the amount outstanding under the new Term Loan Credit Agreement.

The provision for income taxes during the three months ended DecemberJune 31,30, 20252026 was $15.1$9.4 million versus $19.1$14.3 million during the three months ended DecemberJune 31,30, 2024.2025. The effective tax rate during the three months ended DecemberJune 31,30, 20252026 was 24.5%24.3% versus 23.9%23.2% during the three months ended DecemberJune 31,30, 2024.2025. The increase in the effective tax rate for the three months ended DecemberJune 31,30, 2025,2026, compared to the three months ended DecemberJune 31,30, 2024,2025, was primarily due to establishingstock-based acompensation taxableand presencestate intax a new state.changes.