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

Additionally, any disruption to global supply chains or shipping channels, such as recently announced tariffs, a government shutdown, war, natural disaster or global pandemic, could affect the ability of our third-party service providers to meet their contractual obligations to us. The impact of such global disruptions to the economic conditions of our suppliers cannot be predicted. Further, our suppliers may be unable to access financing or become insolvent for any other reasons and thus become unable to supply us with products. Failure of these third parties to meet their contractual, regulatory, confidentiality or other obligations to us could result in material financial loss, higher costs, regulatory actions, and reputational harm.

Our business could be negatively impacted by reduced demand for our products related to one or more significant local, regional or global economic disruptions, the risk of which are aggravated by the COVID-19 pandemic, such as: a slow-down in the general economy; reduced market growth rates; increased inflation rates; tighter credit markets for our suppliers, vendors or customers; a significant shift in government policies; the deterioration of economic relations between countries or regions, including potential negative consumer sentiment toward non-local products or sources; or the inability to conduct day-to-day transactions through our financial intermediaries to pay funds to, or collect funds from, our customers, vendors and suppliers. Additionally, economic conditions may cause our suppliers, distributors, contractors or other third-party partners to suffer financial difficulties that they cannot overcome, resulting in their inability to provide us with the materials and services we need, in which case our business and results of operations could be adversely affected. Customers may also suffer financial hardships due to economic conditions such that their accounts become uncollectible or are subject to longer collection cycles. In addition, if we are unable to generate sufficient income and cash flow, it could affect the Company’s ability to achieve expected share repurchase and dividend payments.

As a result of consolidation of retailers that has occurred during the past several years, particularly in the United StatesU.S. and the European Union (“EU”), and consumer trends toward national mass merchandisers, a significant percentage of our sales are attributable to a limited group of customers. As these mass merchandisers and retailers grow larger and become more sophisticated, they may demand lower pricing, special packaging or impose other requirements on product suppliers. These business demands may relate to inventory practices, logistics or other aspects of the customer-supplier relationship. Because of the importance of these key customers, demands for price reductions or promotions, retail inventory levels and requirements influencing their purchasing, consumer shopping behavior and patterns, and changes in their financial condition or loss of their accounts could have a material adverse effect on our business, financial condition and results of operations. Our success is dependent on our ability to manage our retailer relationships, including offering mutually acceptable trade terms. Concentration of sales are further discussed in Item 1 - Business above and Note 5 - Revenue Recognition and Receivables in the Notes to the Consolidated Financial Statements.

Our dependence on a few suppliers for certain of our products makes us vulnerable to a disruption in the supply of our products.disruption.

While we currently expect to negotiate continuations to the terms of collective bargaining agreements, there can be no assurances that we will be able to obtain terms that are satisfactory to us or otherwise to reach agreement at all with the applicable parties. In addition, in the course of our business, we may also become subject to additional collective bargaining agreements. These agreements may be on terms that are less favorable than those under our current collective bargaining agreements. Increased exposure to collective bargaining agreements, whether on terms more or less favorable than our existing collective bargaining agreements, could adversely affect the operation of our business, including through increased labor expenses. While we intend to comply with all collective bargaining agreements to which we are subject, there can be no assurances that we will be able to do so and any noncompliance could subject us to disruptions in our operations and materially and adversely affect our results of operations and financial condition. For additional information see the discussion over the Company’s labor force subject to collective bargaining agreements under the caption EmployeesEmployee Profile in Item 1 - Business above.

Our results of operations may be positively or negatively affected by the amount of income or expense we record for the defined benefit pension plans for which we are responsible. Generally Accepted Accounting Principles Generally Accepted in the United StatesU.S. (“GAAP”) requires that we calculate income or expense for the plans using actuarial valuations. These valuations reflect assumptions about financial markets and other economic conditions, which may change based on changes in key economic indicators. The most significant assumptions we use to estimate pension income or expense are the discount rate and the expected long-term rate of return on plan assets. In addition, we are required to make an annual measurement of plan assets and liabilities, which may result in a significant change to equity. Although pension expense and pension funding contributions are not directly related, key economic factors that affect pension expense would also likely affect the amount of cash we would contribute to pension plans as required under the Employee Retirement Income Security Act of 1974, as amended. Refer to Note - 1514 Employee Benefit Plans in the Notes to the Consolidated Financial Statements for additional information and disclosure over defined benefit plans.

We operate globally and changes in tax laws could adversely affect our results. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The legislation, which became effective on January 1, 2018, significantly changed U.S. tax law by, among other things, lowering corporate income tax rates, implementing a dividends received deduction for dividends from foreign subsidiaries, imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries, a minimum tax on foreign earnings, limitations on deduction of business interest expense and limits on deducting compensation to certain executive officers. Additional tax regulations and interpretations of the Tax Reform Act have been, and continue to be, issued, some with retroactive application dates and some which materially impacted the Company. The Company understands that other U.S. taxpayers have or plan to challenge the constitutionality of a set of regulations that had a material impact on the Company. If the regulations were ruled unconstitutional, the Company could be favorably impacted. New or revised interpretations of the Tax Reform Act and state conformity with its provisions could have a material impact on the valuation allowance recorded on U.S. state net operating losses. Certain of these changes could have a negative or adverse impact on the operating results and cash flows of the Company. In addition, our future income tax obligations and effective tax rates could be adversely affected by changes in, or interpretations of, tax laws, regulations, policies, or decisions in the U.S. as a result of the One Big Beautiful Bill Act (the "Act"), which was signed into law on July 4, 2025. The Act contains numerous provisions related to corporate income taxes with various effective dates, which could have a negative or adverse impact on the operating results and cash flows of the Company. See Note 1615 – Income Taxes in the Notes to the Consolidated Financial Statements for further discussion on the impact from the Tax Reform Act.

The Company has accumulated a substantial amount of U.S. federal and state net operating loss (“NOLs”) carryforwards, and federal and state tax credits that will expire if unused. We have concluded that it is more likely than not that the majority of the federal and state deferred tax assets related to loss and credit carryforwards will not create tax benefits in the future. As a consequence of earlier business combinations and issuances of common stock, the Company and its subsidiaries have had various changes of ownership that continue to subject a significant amount of the Company’s U.S. NOLs and other tax attributes to certain limitations; and therefore a valuation allowance is still recognized on certain federal and state tax asset carryforwards that are expected to expire due to the ownership change limitations or because we do not believe we will earn enough taxable income to utilize. Changes to state conformity to the provisions of the TaxU.S. Reformfederal Actincome tax law could have a material impact on the valuation allowance recorded on U.S. state net operating losses. For further discussion on the Company’s federal and state NOLs, credits, and applicable valuation allowance see Note 1615 – Income Taxes in the Notes to the Consolidated Financial Statements.

The execution of our strategic initiatives could entail repositioning or similar actions that in turn require us to record impairments, restructuring and other charges. Any such charges would reduce our earnings. We cannot guarantee that any future business acquisitions or divestitures will be pursued or that any acquisitions or divestitures that are pursued will be consummated. For example, the Company had disclosed intentions to look for acquisitions for the GPC and H&G businesses and to strategically separate the HPC business, but there are no assurances that any such acquisitions or divestitures may be consummated.

Many of these factors are outside of our control, and any one of them could result in lower revenues, higher costs and diversion of management time and energy, which could materially impact our business, financial condition, and results of operations. As of September 30, 2024,2025, the Company believes it has assessed appropriate risks and recognized applicable losses and reserves reflecting the net assets of the Company, however there may be additional risks posed to the Company from the acquisition of the Tristar Business and its integration with the Company. See the Tristar Business Acquisition discussion within the Business Overview section in Item 7 - Management’s Discussion & Analysis.

The issuance of additional stock in connection with acquisitions, financings, our equity incentive plans, the Exchangeable Notes, or otherwise will dilute all other shareholders. Our restatedAmended certificateRestated Certificate of incorporationIncorporation authorizes us to issue up to two hundred million shares of common stock with such rights and preferences as may be determined by our boardBoard of directors.Directors. Subject to compliance with applicable rules and regulations, we may issue all of these shares that are not already outstanding without any action or approval by our shareholders. We intend to continue to evaluate strategic acquisitions or opportunities in the future. We may pay for such acquisitions or opportunities, in part or in full, through the issuance of additional equity securities. Further, the exchange of some or all of the Exchangeable Notes will dilute the ownership interests of existing shareholders to the extent SBI delivers shares of our common stock upon exchange of any of the Exchangeable Notes.

A significant portion of our net sales are to customers outside of the U.S. See Note 5 - Revenue Recognition and Receivables and Note 2120 – Segment Information in the Notes to the Consolidated Financial Statements for sales by geographic region. Our pursuit of international growth opportunities may require significant investments for an extended period before returns on these investments, if any, are realized. Our international operations are subject to risks including, among others:

Our international sales and certain of our expenses are transacted in foreign currencies. See Note 5 - Revenue Recognition and Receivables and Note 2120 – Segment Information , in the Notes to the Consolidated Financial Statements for sales by geographic region. We expect that the amount of our revenues and expenses transacted in foreign currencies will increase as our Latin American, European and Asian operations grow and as a result of acquisitions in these markets and, as a result, our exposure to risks associated with foreign currencies could increase accordingly. Significant changes in the value of the U.S. dollar in relation to foreign currencies will affect our sales through our pricing for certain segments or products sold in international jurisdictions, our purchasing activity and cost of goods sold, and our overall operating margins, which could result in exchange losses or otherwise have a material effect on our business, financial condition and results of operations. Changes in currency exchange rates may also affect our sales to, purchases from, and loans to, our subsidiaries, as well as sales to, purchases from, and bank lines of credit with, our customers, suppliers and creditors that are denominated in foreign currencies.

Recent changes in the United StatesU.S. federal government have caused uncertainty about the future of trade partnerships and treaties, such as the North American Free Trade Agreement (“NAFTA”) and the World Trade Organization. The United StatesU.S. has withdrawn from the Trans Pacific Partnership Agreement (“TPPA”), which may affect the Company’s ability to leverage lower cost facilities in territories outside of the U.S. Additionally, on November 30, 2018 the U.S., Mexico, and Canada signed a replacement trade deal for NAFTA known as the U.S.-Mexico-Canada Agreement (“USMCA”), which was subsequently ratified by each government. The USMCA maintains duty-free access for most products and leaves most key provisions of the NAFTA agreement largely intact. Any additional assertive trade policies could result in further conflicts with U.S. trading partners, which could affect the Company’s supply chains, sourcing, and markets. Foreign countries may impose additional burdens on U.S. companies through the use of local regulations, tariffs or other requirements which could increase our operating costs in those foreign jurisdictions. It remains unclear what additional actions, if any, the current administration will take. If the United StatesU.S. were to materially modify or replace any international trade agreements to which it is a party, or if tariffs were raised on the foreign-sourced goods that we sell, such goods may no longer be available at a commercially attractive price, which in turn could have a material adverse effect on our business, financial condition and results of operations.

A portion of goods and materials may be sourced by vendors and by us outside of the United States.U.S.. Although we have implemented policies and procedures designed to facilitate compliance with laws and regulations relating to doing business in foreign markets and importing merchandise from abroad, there can be no assurance that suppliers and other third parties with whom we do business will not violate such laws and regulations or our policies, which could subject us to liability and could adversely affect our results of operations.

We rely extensively on information technology ("IT") systems, networks and services, including internet sites, data hosting and processing facilities and tools and other hardware, software and technical applications and platforms, some of which are managed, hosted, provided and/or used by third-parties or their vendors, to assist in conducting our business.

In addition to our own sensitive and proprietary business information, we handle transactional and personal information about our customers, suppliers and vendors. HackersDespite our security measures and those of third parties with whom we do business, our respective systems and facilities and those of our third-party vendors may be vulnerable to security incidents, disruptions, cyberattacks, ransomware, data breaches, viruses, phishing attacks and other forms of social engineering, denial-of-service attacks, third-party or employee theft or misuse and other negligent actions. Hackers, data thieves and rogue insiders are increasingly sophisticated and operate social engineering, such as phishing, and large-scale, complex automated attacks that can evade detection for long periods of time. Any breach of our or our service providers’ network, or other vendor systems, may result in the loss of confidential business and financial data, misappropriation of our consumers,’ users’ or employees’ personal information or a disruption of our business. Any of these outcomes could have a material adverse effect on our business, including unwanted media attention, impairment of our consumer and customer relationships, damage to our reputation, resulting in lost sales and consumers, fines, lawsuits, or significant legal and remediation expenses. We also may need to expend significant resources to protect against, respond to and/or redress problems caused by any breach. Insurance policies that may provide coverage with regard to such incidents may not cover any or all of the resulting financial losses.

In addition, we must comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal data in the U.S., Europe and elsewhere. For example, the EU adopted the General Data Protection Regulation (the “GDPR”), which became effective on May 25, 2018, and California passed the California Consumer Privacy Act (the “CCPA”), which became effective on January 1, 2020, andhas is beingbeen amended by the California Privacy Rights Act (“CPRA”), which became effective on January 1, 2023. In addition, approximately 20 other states have adopted similar comprehensive privacy laws, which may require companies to change their practices for collecting and handling personal information. These laws impose additional obligations on companies such as ours regarding the handling of personal data and provides certain individual privacy rights to persons whose data is stored. Compliance with existing, proposed and recently enacted laws (including implementation of the privacy and process enhancements called for under GDPR, CCPA, CPRA and regulations can be costly; any failure to comply with these regulatory standards could subject us to legal and reputational risks. Misuse of or failure to secure personal information could also result in violation of data privacy laws and regulations, proceedings against the Company by governmental entities or others, damage to our reputation and credibility and could have a negative impact on revenues and profits.

Risk of environmental liability is inherent in our business. As a result, material environmental costs may arise in the future. In particular, we may incur capital and other costs to comply with increasingly stringent environmental laws and enforcement policies, such as the EU Directives: Restriction of the Use of Hazardous Substances in ElectricalRUSHEE and Electronic Equipment and Waste of Electrical and Electronic EquipmentWEEE discussed above. Our international operations may expose us to risks related to compliance with the laws and regulations of foreign countries. See the risk factor Our international operations may expose us to risks related to compliance with the laws and regulations of foreign countries.

Certain of our products sold through, and facilities operated under, each of our business segments are regulated by the Environmental Protection Agency (“EPA”), the Food and Drug Administration (“FDA”), the United StatesU.S. Department of Agriculture or other federal or state consumer protection and product safety agencies and are subject to the regulations such agencies enforce, as well as by similar state, foreign and multinational agencies and regulations. For example, in the U.S., all products containing pesticides must be registered with the EPA and, in many cases, similar state and foreign agencies before they can be manufactured or sold. Our inability to obtain, or the cancellation of, any registration could have an adverse effect on our business, financial condition and results of operations. The severity of the effect would depend on which products were involved, whether another product could be substituted and whether our competitors were similarly affected. We attempt to anticipate regulatory developments and maintain registrations of, and access to, substitute chemicals and other ingredients, but we may not always be able to avoid or minimize these risks.

The United StatesU.S. Toxic Substances Control Act (“TSCA”) was amended in 2016, and the EPA is currently evaluating additional chemicals for regulation under that amended law. Certain of our products may be manufactured using chemicals or other ingredients that may be subject to regulation under current TSCA regulations, and other chemicals or ingredients may be regulated under the law in the future. We do not expect that compliance with current or future TSCA regulations will cause us to incur expenditures that are material to our business, financial condition or results of operations; however, it is possible that our future liability could be material.

Certain of our products may be regulated under programs within the United States,U.S., Canada, or in other countries that may require that those products and the associated product packaging be recycled or managed for disposal through a designated recycling program. Some programs are funded through assessment of a fee on the manufacturer and suppliers, including the Company. We do not expect that such programs will cause us to incur expenditures that are material to our business, financial condition or results of operations; however, it is possible that our future liability could be material.

Our restatedRestated bylawsBylaws provide that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the Delaware General Corporation Law,DGCL, our amendedAmended and restatedRestated certificateCertificate of incorporationIncorporation or our restatedRestated bylaws,Bylaws, any action to interpret, apply, enforce, or determine the validity of our amendedAmended and restatedRestated certificateCertificate of incorporationIncorporation or bylaws,our Restated Bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in our restatedRestated bylawsBylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

Certain provisions of our charter,Amended bylaws,and Restated Certificate of Incorporation, Restated Bylaws, and of the Delaware General Corporation Law (the “DGCL”) have anti-takeover effects and could delay, discourage, defer or prevent a tender offer or takeover attempt that a stockholder might consider to be in the stockholder’s best interests.

Certain provisions of our charterAmended and bylawsRestated Certificate of Incorporation and Restated Bylaws and the DGCL may have the effect of delaying or preventing changes in control if our boardBoard of directorsDirectors determines that such changes in control are not in the best interests of the Company and its stockholders. Such provisions include, among other things, those that:

•subject to certain exceptions, prohibit any person from acquiring shares of our common stock if such person is, or would become as a result of the acquisition, a “Substantial Holder” (as defined in our charterAmended and Restated Certificate of Incorporation).

•loss of any of our key customers or suppliers, including our B+D licensing agreement with SBDStanley Black+Decker;

Our consolidated results contain non-GAAP metrics such as organic net sales, Adjusted EBITDA and Adjusted EBITDA margin. While we believe organic net sales and Adjusted EBITDA are useful supplemental information, such adjusted results are not intended to replace our financial results in accordance with Accounting Principles Generally Accepted in the United StatesU.S. (“GAAP”) and should be read in conjunction with those GAAP results.

The following is a reconciliation of net sales to organic net sales of for the year ended September 30, 2024,2025, compared to net sales for the year ended September 30, 2023:2024.

Adjusted EBITDA and adjustedAdjusted EBITDA Margin. Adjusted EBITDA and adjusted EBITDA margin are non-GAAP metrics used by management, which we believe are useful to investors to measure the operational strength and performance of our business. These metrics provide investors additional information about our operating profitability for certain non-cash items, non-routine items we do not expect to continue at the same level in the future, as well as other items not core to our continuing operations. By providing these measures, together with a reconciliation of the most directly comparable GAAP measure, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives, as securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities, and they are regularly used by management and our boardBoard of directorsDirectors for internal purposes in evaluating our business performance, making budgeting decisions, and comparing our performance against other peer companies using similar measures. They facilitate comparisons between peer companies since interest, taxes, depreciation, and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA is also used for determining compliance with the Company’s debt covenants. See Note 119 -– Debt in the Notes to the Consolidated Financial Statements for additional detail.

EBITDA is calculated by excluding the Company’s income tax expense, interest expense, depreciation expense and amortization expense (from intangible assets) from net income.income from continuing operations. Adjusted EBITDA also excludes certain non-cash adjustments including share based compensation (see Note 1817 - Share Based Compensation in the Notes to the Consolidated Financial Statements for further detail); impairment charges on property, plant and equipment, right of use lease assets, and goodwill and other intangible assetsassets, (See Note 9 -7- Property, Plant and Equipment, Note 1210 - Leases,Leases and Note 108 - Goodwill and Intangible Assets in the Notes to the Consolidated Financial Statements for further detail, respectivelyas applicable); gain or loss from the early extinguishment of debt through the repurchase or early redemption of debt (See Note 119 - Debt in the Notes to the Consolidated Financial Statements for further detaildetail, as applicable); and purchase accounting adjustments recognized in income subsequent to an acquisition attributable to the step-up in value on assets acquired, including, but not limited to, inventory or lease assets.acquired. Additionally, the Company will further recognize adjustments from adjusted EBITDA for other costs, gains and losses that are considered significant, non-recurring, or otherwise not supporting the continuing operations and revenue generating activity of the segment or Company, including but not limited to, exit and disposal activities (See Note 4 - Exit and Disposal Activities in the Notes to the Consolidated Financial Statements for further detail),activities, or incremental costs associated with strategic transactions, restructuring and optimization initiatives such as the acquisition or divestiture of a business, related integration or separation costs, or the development and implementation of strategies to optimize or restructure the Company and its operations. Adjusted EBITDA margin is adjusted EBITDA as a percentage of reported net sales.

The following is a reconciliation of net income (loss) from continuing operations to Adjusted EBITDA and Adjusted EBITDA margin for the years ended September 30, 20242025 and 2023:2024.

The CompanyWe periodically evaluatesevaluate and entersenter into strategic transactions that may result in the acquisition or divestiture of a business which impacts the comparability of the financial results of the consolidated group and or segments. Additionally, we develop andor enter into restructuring and optimization initiatives to improve efficiencies and utilization to reduce costs, increase revenues and improve margins,margins which may have a significant impact onimpacts the comparability of the financial resultsinformation onof the consolidated financialgroup statements.and Theseor segments by incremental amounts attributable to such transactions and initiatives. Such changes and updates are inherently difficult and are made even more difficult by current global economic conditions. Our ability to achieve the anticipated cost savings and other benefits from such operating strategies may be affected by a number of other macro-economic factors, or inflation and increased interest rates, many of which are beyond our control. Moreover, the comparability of financial information may be impacted by incremental amounts attributable to such strategic transactions, restructuring and optimization initiatives. The following is a summary of incremental costs attributable to strategic transactions and business development costs that are considered as having a significant impact on the comparability of the financial results on the consolidated financial statements and segment financial information, for the respective projects during the years ended September 30, 20242025 and 20232024, included as Selling, General & Administrative expense on the Consolidated Statements of Income:

1 Costs attributable to the HHI divestiture effective June 2023separation consisting of legal and professional fees to effect the close of the transaction and subsequent costs to facilitate separation and transition of systems and processes subject to transition services agreements (“TSAs”)., Costswhich closed effective June 2025. No further costs are expectedanticipated to be incurred through the transition period of up to 24 months following the close of the transaction as the Company exits various TSAs.incurred. See Note 3 - Divestitures in the Notes to the Consolidated Financial Statements for further discussion.

2 Costs attributable to efforts to facilitate a strategic separation of the HPC segment either through a spin, merger or sale, consisting of legal and professional fees to facilitate transaction opportunities and diligence, consult on tax and compliance implications, legal entity restructurings, system and process segregation, carve-out financials and the confidential filing of a Form 10 registration statement in July 2024. CostsThe areCompany expectedcontinues to beassess incurredpotential untilstrategic opportunities for a transactionproposed isHPC realized.separation, as well as considerations within the macroeconomic environment that may affect the timing or ability to execute on such initiatives.

3 Costs attributable to a multi-year transformation project to upgrade and implement our enterprise-wide operating systems to SAP S/4 HANA on a global basis, including project management and professional services for planning, design, and business process review that do not qualify as software configuration and implementation costs recognized as capital expenditures or deferred costs under applicable accounting principles. CostsThe areCompany anticipatedhas recently extended the project to include its HPC segment and anticipates costs to be incurred through variousfurther deployments through September 30, 2025.2026.

The Company periodically recognizes exit and disposal costs primarily consisting of severance and contract termination costs that may be attributable to a reorganization or restructuring of the Company, cost savings initiatives, or in consideration of a recent strategic transaction. Such actions resultsresult in the recognition of costs to the Company that are considered incremental and not reflective of the continuing operating costs of the business and may impact the comparability of the consolidated businesscompany and its segments. Refer to theSee Note 4 - Exit and Disposal Activities in the Notes to the Consolidated Financial Statements for further detail.discussion.

The following recent financing activity has a significant impact on the comparability of financial results on the consolidated financial statements. See Note 9 - Debt in the Notes to the Consolidated Financial Statements for additional detail regarding debt and refinancing activity.

•During the yearsyear ended September 30, 2024 and 2023,2024, the Company repurchased outstanding bonds in the open market at a discount resulting in the recognition of a gain on extinguishment of $4.74.7 million and $7.9 million, respectively.million.

Impairment of Goodwill and Intangible Assets. TheDuring the year ended September 30, 2025, the Company recognized impairment charges of $45.2 millionprimarily associated with theits RejuvenatePowerXL® andtradename OmegaSea®in tradenamesresponse andto a non-coretriggering strategicevent. tradename duringDuring the year ended September 30, 2024, comparedthe toCompany recognized impairment charges on HPC goodwill of $111.1 million and intangible assets of $120.7 millionprimarily associated with theits Rejuvenate®, PowerXL®, and George ForemanOmegaSea® tradenames,tradenames in theresponse priorto year.a triggering event. See Note 108 - Goodwill and Intangible Assets in the Notes to the Consolidated Financial Statements.Statements for further discussion.

Representation and Warranty Insurance Proceeds. During the year ended September 30, 2024, the Company recognized a gain of $65.0 million from its representation and warranty insurance policy associated with the Tristar Business acquisition. See Note 2019 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements.Statements for further discussion. There was no comparable activity during the year ended September 30, 2025.

Interest Income. Interest income increaseddecreased due to interestlower on term deposits entered into using cash proceeds from the closing of the HHI divestiturebalances in June 2023, with reduced term deposits following the use of funds towards previously discussed tenderrefinancing offeractivity and bond redemption duringin the yearprior ended September 30, 2024.year.

Other Non-Operating Expense, Net. Other non-operating expense, net increased primarily due to the changes in foreign currency transaction gains and losses, including the realization of translation loss from the liquidation and de-consolidation of the Company’s Russia operating entity during the year ended September 30, 2024.losses.

Income Taxes. The effective tax rate was (14.9)% for the year ended September 30, 2025, compared to 39.3% for the year ended September 30, 2024, compared to 19.5% for the year ended September 30, 2023.2024. Our annual effective tax rate is significantly impacted by income earned outside the U.S. that is subject to U.S. tax including the U.S. tax on global intangible low taxed income, certain nondeductible expenses, state income taxes, and foreign rates that differ from the U.S. federal statutory rate.rate as well as one time impacts from changes in valuation allowances and other deferred tax assets and liabilities. See Note 1615– Income Taxes in the Notes to the Consolidated Financial Statements.

The following is a reconciliation of reported net sales to organic net sales for the three and sixnine month periodperiods ended MarchJune 29,28, 2026 compared to net sales for the three and sixnine month periodperiods ended MarchJune 30,29, 2025:

The following is a reconciliation of Net (Loss) Income From Continuing Operations to Adjusted EBITDA and Adjusted EBITDA margin for the three and sixnine month periods ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025, respectively.

The changes to U.S. trade policy including the introduction of incremental U.S. tariffs under the International Emergency Economic Powers Act ("IEEPA") on imported goods in the prior year have had a significant impact to our operations, increasing costs for sourced products, materials and components, and thus raising cost of goods sold and pressuring profit margins. The changes toIEEPA tariffs were introduced midwayin throughMarch our prior fiscal year,2025, impacting our operating results primarily during the second half of the prior fiscal year. Our mitigation strategies included adjusting pricing and actively managing supply chain by engaging suppliers to support cost sharing or expanding supply chain diversification. The changing tariff policies impacted our segments to varying degrees, most significantly with HPC, as most all of its products supporting the U.S. business are imported from southeast Asia. HPC has actively pursued sourcing alternatives and has been movingmoved production to diversify its supply chain and more effectively manage risk. Over 60% of net sales in HPC are driven through international markets and wereare not directly impacted by U.S. tariffs. Comparatively, our other segments were less affected. GPC has certain aquatic equipment and chews & treats products that were sourced primarily from China, but have a higher degree of sourcing diversity with major suppliers elsewhere, which has allowed it to move production more swiftly to alternative supply. GPC also manufactures aquatics nutrition products at its facility in Germany and imports them into the U.S., but such tariff-related costs have been predominantly mitigated through pricing adjustments and cost management. The H&G segment products are predominantly manufactured and sold within the U.S. with onlya certainsmall portion of material costs and a small portfolio of products, such as baits, traps and mops, that are internationally sourced and affected by U.S. tariffs, with such costs having been mitigated through pricing adjustments and vendor cost management.

Despite the IEEPA tariff refunds, the Company continues to be subject to ongoing tariff and duties for certain countries of origin, and for certain materials and components, for the Company's products, in addition to the incremental global tariffs implemented by the Trump administration under Section 122 of the Trade Act after the IEEPA tariffs were struck down by the U.S. Supreme Court, which have a limited duration and expire unless extended by U.S. Congress. As such, there continues to be a high degree of risk and uncertainty around potential changes to the U.S. trade policy and potential impacts of tariffs on prospective operating results of the Company. We continue to closely monitor the trade environment for impacts on our projections and forecasts. We have managed cash flow and secured our balance sheet to support the ongoing business through the evolving changes in U.S. trade policy and potential impacts on the global-macro economic environment. We are focused on supply chain diversification, operational efficiency, reducing waste, leveraging technology to enhance productivity, and strategic investments for sustaining growth and profitability amid trade uncertainties.

Strategic Transactions, Restructuring and Optimization Initiatives

We periodically evaluate and enter into strategic transactions that may result in the acquisition or divestiture of a business which impacts the comparability of the financial results of the consolidated group and/or certain reporting segments. Additionally, we enter into internal restructuring and optimization initiatives to improve efficiencies and utilization to reduce costs, increase revenues and improve margins, which may have a significant impact on the comparability of financial results on the condensed consolidated financial statements. These changes and updates are inherently difficult and our ability to achieve the anticipated cost savings and other benefits from such operating strategies may be affected by a number of other macro-economic factors, such as inflation and increased interest rates, which are beyond our control. Moreover, the comparability of financial information may be impacted by incremental amounts attributable to such strategic transactions, restructuring and optimization initiatives. The following is a summary of costs attributable to strategic transactions and business development costs that are considered as potentially having a significant impact on the comparability of our financial results as reflected on the consolidated financial statements and segment financial information, for each of the projects during the three and sixnine month periods ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025, respectively:

32 Costs attributable to efforts to facilitate a strategic separation of the HPC segment either through a spin, merger or sale, consisting of legal and professional fees to facilitate transaction opportunities and diligence efforts.efforts, Theincluding Companythe continuesrecent HPC Transaction. Costs attributable to assessthe strategicissuance opportunitiesof for a proposedthe HPC separation,Preferred asEquity welland asHPC considerationsTerm withinLoan associated with the macroeconomicHPC environmentTransaction thatwere maydeferred affecton the timingCompany's andCondensed abilityConsolidated toStatement executeof onFinancial such initiative.Position.

We periodically recognize exit and disposal costs primarily consisting of severance and contract termination costs that may be attributable to a reorganization or restructuring of the Company, cost savings initiatives, or in consideration of a recent strategic transaction. Such actions result in the recognition of costs to us that are considered incremental and not reflective of the continuing operating costs of the business and may impact the comparability of the consolidated company and its segments' results of operations. See Note 2 - Exit and Disposal Activities in the Notes to the Condensed Consolidated Financial Statements for further detail.

The following is a summary of consolidated results of operations for the three and sixnine month periods ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025, respectively.

Net Sales. The following is a summary of net sales by segment for the three and sixnine month periods ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025, respectively, and the principal components of changes in net sales between the respective periods.

Gross Profit. The following is a summary of the gross profit and gross profit margin for the three and sixnine month periods ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025, respectively, and the principal factors contributing to the change between the respective periods.

Gross profit for the three month period increased with a margin increase due to the recognition of a one time tariff refund, positive pricing adjustments toand addresscost higherimprovements comparablemitigating costs from tariffstariff and inflationary costscosts, increased sales volumes with higherfavorable product mix and lower trade spend, increased volumes andplus favorable foreign currency. Gross profit for the sixnine month period increased with a margin decreaseincrease due to the recognition of a one time tariff refund, positive pricing adjustments and favorablecost foreign currencyimprovements mitigating highertariff and inflationary costs from higher comparable costs, with higher trade spend, unfavorable mix and lower overall volume.year-to-date volumes, plus favorable foreign currency.

Selling, General & Administrative. The following is a summary of the selling, general & administrative costs for the three and sixnine month periods ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025, respectively, including amounts as a percentage of net sales for each respective period.

Selling, general and administrative expenses increased for the three and sixnine month periods primarily due to higher sales, marketing & advertising costs along with increased general and administrative costs. Sales, marketing and advertising costs decreasedincreased between periods andprimarily relativedue to netthe increased investment in marketing and advertising along with increased sales whichvolumes. was primarily attributable to cost management and timing and partially offset by anThe increase in distribution costs between periods for the three and sixnine month periods.periods was driven by the increased sales volume. General & administrative costs increased for the three and sixnine month periods due to higher overhead costs following the expiration of transition service agreements associated with the HHI divestiture in June 2025. Research & development costs were consistent between periods. Strategic transaction, restructuring and optimization costs, inclusive of exit & disposal costs, increasedwere consistent for the three and sixnine month periods due to incremental initiativesinitiative duringspending associated with the three month period plus additional costs towards HPC separationTransaction initiativesin the current year and and the expiration of transition service agreements associated with the HHI divestiture in the prior year.

Impairment of Intangible Assets. During the three and sixnine month periods ended June 28, 2026, the Company recognized an impairment charge on indefinite lived intangible assets held by the HPC business in response to a triggering event identified during the three month period ended MarchJune 30,28, 2026. See Note 6 - Goodwill and Intangible Assets in the Notes to the Condensed Consolidated Financial Statements for further detail. During the three and nine month periods ended June 29, 2025, the Company recognized an impairment charge on its PowerXL® tradename in response to a triggering event identified during the three month period ended March 30, 2025. There is no such comparable amounts recognized during the three and six month periods ended March 29, 2026.

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

Interest Income. Interest income during the three month period wasincreased consistent towith the priorreceipt period,of proceeds from the HPC transaction, whereas interest income during the sixnine month period decreased due to higher cash balances held in term deposits in the first quarter of the prior period.

Income Taxes. Our estimated annual effective tax rate was impacted by income earned outside the U.S. that is subject to U.S. tax, including the U.S. tax on global intangible low taxed income, and certain nondeductible expenses.expenses, plus discrete changes realized during the three month period ended June 28, 2026 associated with the execution of the HPC Transaction, return to provision adjustments and a net benefit realized as part of an ongoing IRS audit. See Note 1214 - Income Taxes in the Notes to the Condensed Consolidated Financial Statements for further discussion on the effective tax rate for the three and sixnine month periods.

Net sales for the three month period increased with an organic net sales increase of $20.4$7.3 million, or 7.6%,2.9%, excluding a favorable foreign currency impact of $9.7$1.2 million.million, Thewith increase was driven by better-than-anticipated volumesincreases in North America driven by market share gains and category growth for Chews and Treats, Stain and Odor, and Grooming products, and benefit of prior year distribution delays from e-commercetemporary channels,suspension predominantlyon withinshipments during pricing negotiations and temporary pause on China sourced purchasing. Net sales increase was partially offset by lower EMEA volumes in Companion Animal category primarily due to the companionadvanced animalorders in the prior quarter in anticipation of planned system implementation despite increased sales volume from Companion Animal with continued GoodBoy® market expansion and Aquatics for improved market share in a declining category and brands, combined with positive pricing adjustments from inflationary costs, with consistent year-over-year salesimprovement in the aquaticse-commerce category from improved pricing offsetting category decline. EMEA volumes were positively impacted by continued market growth for companion animal with further expansion of the GoodBoy® brand across continental Europe and sustained market in the United Kingdom, with further benefit from increased orders in advance of a planned system implementation.channel. Net sales for the sixnine month period increased with an organic net sales increase of $35.6$42.9 million or 6.7%,5.5%, excluding a favorable foreign currency impact of $16.1$17.3 million.million The increase was attributable to thewith increase in North America due to the shift of orders out of the prior year in preparation of a system implementation, coupled with positive pricing adjustmentsadjustments, and positive e-commerce distribution for Companion Animal products.products EMEA sales were positively impacted by favorable foreign currency pluswith increased volumes in EMEA due to further expansion of GoodBoy® in continental Europe and orders in advance of planned system implementation.Europe. Adjusted EBITDA and adjusted EBITDA margin for the three month period increased duewith tothe higherrecognition salesof volumes,one-time tariff refunds, favorable mix, with positive pricing and cost improvementimprovements actionsmitigating partiallyimpacts offsetof byinflationary highercosts, input costs with inflationtariffs, and higher trade and investment spend impactingin margin.marketing and advertising. Adjusted EBITDA and adjusted EBITDA margin for the sixnine month period increased duewith tothe recognition of one time tariff refunds, higher sales volumes andvolumes, favorable mix offset by higher input costsmix, with inflation in excess ofpositive pricing adjustments and cost improvements,improvements mitigating impacts of inflationary costs, tariffs and higherincreased tradeinvestment spend resulting in lowermarketing adjustedand EBITDA margin.advertising.

The following is a summary of cash flow from continuing operations for the sixnine month periods ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025, respectively.

Cash flows provided by operating activities from continuing operations increased $126.5$128.1 million, due to higher sales and improved profitability, lower investment in working capital and improved collections on receivables, and lower cash paid towards income taxes, and reduced spending on restructuring and separation initiatives.taxes.

Cash flows usedprovided inby financing activities decreasedincreased $137.0$247.2 million due to proceeds from the issuance of the HPC Term Loan and the HPC Preferred Equity in a subsidiary by a noncontrolling interest as part of the HPC Transaction, net cash for related transaction costs, plus lower cash dividends and treasury share repurchase activity. During the sixnine month periods ended MarchJune 29,28, 2026 and MarchJune 30,29, 2025, the Company made quarterly cash dividend payments of $0.47 per share, with total dividend payments decreasing due to fewer outstanding shares following treasury share repurchase activity.

We believe our ability to generate cash flows from operating activities, coupled with our expected ability to access the credit markets, enables us to execute our growth strategies and return value to our shareholders. Our ability to make principal and interest payments on borrowings under our debt agreements and our ability to fund planned capital expenditures will depend on our ability to generate cash in the future, which, to a certain extent, is subject to general economic, financial, competitive, regulatory and other conditions. Based upon our current and anticipated level of operations, existing cash balances, and availability under our credit facility, we expect cash flows from operations to be sufficient to meet our operating and capital expenditure requirements for at least the next 12 months. It is not unusual for our business to experience negative operating cash flow during the first quarter of the fiscal year due to the operating calendar with our retail customers and the seasonality of our working capital. Additionally, we believe the availability under our credit facility and access to capital markets are sufficient to achieve our longer-term strategic plans. As of MarchJune 29,28, 2026, the Company had total cash and cash equivalents of $125.1$258.9 million and borrowing availability of $470.8$494.8 million under our credit facility with a total liquidity of $595.9$753.7 million.

We maintain a capital structure that we believe provides us with sufficient access to credit markets. When combined with strong levels of cash flow from operations, our capital structure has provided the flexibility necessary to pursue strategic growth opportunities and return value to our shareholders. The Company’s access to capital markets and financing costs may depend on the Company’s credit ratings. None of the Company’s current borrowings are subject to default or acceleration as a result of a downgrading of credit ratings, although a downgrade of the Company’s credit ratings could increase fees and interest charges on future borrowings. As of MarchJune 29,28, 2026, we were in compliance with all covenants under the Credit Agreement, HPC Credit Agreement and the indentures governing the 3.375% Exchangeable Notes, due June 1, 2029 and the 3.875% Notes, due March 15, 2031.

Spectrum Brands, Inc. (“SBI”) has issued the 3.375% Exchangeable Notes, due June 1, 2029, under the 2029 Indenture and the 3.875% Notes, due March 15, 2031, under the 2031 Indenture (collectively, the “Notes”). The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Spectrum Brands Holdings, Inc., as parent guarantor, and SBI’s domestic subsidiaries. The Notes and the related guarantees rank equally in right of payment with all of SBI and the guarantors’ existing and future senior indebtedness and rank senior in right of payment to all of SBI and the guarantors’ future indebtedness that expressively provide for its subordination to the Notes and the related guarantees. Non-guarantor subsidiaries primarily consist of SBI’s foreign subsidiaries. See Note 7 - Debt within the Notes to the Consolidated Financial Statements within the 2025 Annual Report. Effective May 11, 2026, following the closing of the HPC Transaction, the HPC business is no longer part of the collateral package of the Company's indebtedness and excluded as a guarantor.

The following financial information consists of summarized financial information of the Obligor, presented on a combined basis. The “Obligor” consists of the financial statements of SBI as the debt issuer, Spectrum Brands Holdings, Inc. as the parent guarantor, and the domestic subsidiaries of SBI as subsidiary guarantors.guarantors, excluding domestic subsidiaries associated with the HPC business. Intercompany balances and transactions between SBI and the guarantors have been eliminated. Investments in non-guarantor subsidiaries and the earnings or losses from those non-guarantor subsidiaries have been excluded.

The Obligor’s amounts due from, due to the non-guarantor subsidiaries as of MarchJune 29,28, 2026 and September 30, 2025 are as follows: