UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~May 3031, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to __

Commission File Number: 001-14669

HELEN OF TROY LIMITED

(Exact name of registrant as specified in its charter)


Bermuda						74-2692550
(State or other jurisdiction						(I.R.S. Employer
of incorporation or organization)						Identification No.)

Clarendon House

2 Church Street

Hamilton HM 11, Bermuda

(Address of principal executive offices)

201 E. Main Street, Suite 300

El Paso, Texas 79901

(Registrant’s United States Mailing Address) (Zip Code)

(915) 225-8000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, $0.10 par value per share

HELE

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of ~~January~~June 229, 2026, there were 23,~~072~~292,~~103~~061 common shares, $0.10 par value per share, outstanding.

Table of Contents

HELEN OF TROY LIMITED AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

		PAGE
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Note 1 - Basis of Presentation and Related Information	7
	Note 2 - New Accounting Pronouncements	8
	Note 3 - Accrued Expenses and Other Current Liabilities	9
	Note 3 - Gain on Sale of Distribution Facility	8
	Note 4 - Acquisition of Olive & June	9
	Note 4 - Accrued Expenses and Other Current Liabilities	8
	Note 5 - Goodwill and Intangibles	108
	Note 6 - Share-Based Compensation Plans	139
	Note 7 - Repurchases of Common Stock	1410
	Note 8 - Restructuring Plan	14
	Note 8 - Commitments and Contingencies	11
	Note 9 - Commitments and Contingencies	15
	Note 9 - Long-Term Debt	12
	Note 10 - Long-Term Debt	16
	Note 10 - Fair Value	13
	Note 11 - Fair Value	18
	Note 11 - Financial Instruments and Risk Management	15
	Note 12 - Financial Instruments and Risk Management	21
	Note 12 - Accumulated Other Comprehensive Income (Loss)	19
	Note 13 - Accumulated Other Comprehensive Income (Loss)	25
	Note 13 - Segment and Geographic Information	19
	Note 14 - Segment and Geographic Information	25
	Note 14 - Income Taxes	21
	Note 15 - Income Taxes	28
	Note 15 - Earnings Per Share	21
	Note 16 - Earnings Per Share	29
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	65
Item 4.	Controls and Procedures	41
Item 4.	Controls and Procedures	65
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	6541
Item 1A.	Risk Factors	6541
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6642
Item 5.	Other Information	6642
Item 6.	Exhibits	6743
SIGNATURES		6844

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HELEN OF TROY LIMITED AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands, except shares and par value)	~~November~~May 3031, ~~2025~~2026		February 28, ~~2025~~2026
Assets
Assets, current:
Cash and cash equivalents	$	2721,~~137~~682	$	18,~~867~~886
Receivables, less allowances of $4,475 and $4,294	435,977		428,330
Receivables, less allowances of $5,973 and $4,923	323,835		361,300
Inventory	~~505~~467,~~265~~395		~~452~~455,~~615~~812
Prepaid expenses and other current assets	2734,~~639~~382		2624,~~102~~146
Income taxes receivable	8,~~094~~960		5,~~798~~375
Total assets, current	1856,~~004,112~~254		~~931~~865,~~712~~519
Property and equipment, net of accumulated depreciation of $224,732 and $200,176	331,248		330,029
Property and equipment, net of accumulated depreciation of $203,009 and $193,622	303,255		308,021
Goodwill	~~530~~472,~~186~~281		1472,~~182,899~~281
Other intangible assets, net of accumulated amortization of $172,310 and $205,757	398,527		566,756
Other intangible assets, net of accumulated amortization of $177,650 and $173,495	368,791		372,850
Operating lease assets	5054,~~885~~741		3549,~~063~~371
Deferred tax assets, net	34,~~648~~096		674,~~660~~224
Other assets	22,203		17,964
Assets held for sale	—		23,104
Total assets	$	2,340,809	$	3,132,083
Other assets	20,646		20,178
Total assets	$	2,080,064	$	2,115,548
Liabilities and Stockholders’ Equity
Liabilities, current:
Accounts payable	$	~~284~~245,~~395~~945	$	~~269~~256,~~405~~414
Accrued expenses and other current liabilities	~~216~~188,~~337~~753		~~160~~199,~~740~~606
Income taxes payable	2920,~~893~~492		2623,~~739~~945
Long-term debt, current maturities	2325,~~438~~000		925,~~375~~000
Total liabilities, current	~~554~~480,~~063~~190		~~466~~504,~~259~~965
Long-term debt, excluding current maturities	~~868~~691,~~955~~147		~~907~~755,~~519~~811
Lease liabilities, non-current	5455,~~491~~198		3952,~~949~~884
Deferred tax liabilities, net	97,~~584~~667		292,~~283~~699
Other liabilities, non-current	12,~~458~~343		~~5,634~~992
Total liabilities	1,~~488~~236,~~551~~545		1,~~448~~317,~~644~~351
Commitments and contingencies
Stockholders’ equity:
Cumulative preferred stock, non-voting, $1.00 par. Authorized 2,000,000 shares; none issued	—		—
Common stock, $0.10 par. Authorized 50,000,000 shares; 23,045,795 and 22,856,066 shares issued and outstanding	2,305		2,286
Common stock, $0.10 par. Authorized 50,000,000 shares; 23,285,621 and 23,077,230 shares issued and outstanding	2,329		2,308
Additional paid in capital	~~383~~391,~~005~~514		~~367~~384,~~106~~979
Accumulated other comprehensive (loss) income	(1,404)		2,278
Accumulated other comprehensive income (loss)	1,127		(1,877)
Retained earnings	~~468~~448,~~352~~549		1412,~~311,769~~787
Total stockholders’ equity	~~852~~843,~~258~~519		1798,~~683,439~~197
Total liabilities and stockholders’ equity	$	2,~~340~~080,~~809~~064	$	32,~~132~~115,~~083~~548

See accompanying notes to condensed consolidated financial statements.

Table of Contents

HELEN OF TROY LIMITED AND SUBSIDIARIES

Condensed Consolidated Statements of Income (Loss) ~~Income~~ (Unaudited)

	Three Months Ended November 30,				Nine Months Ended November 30,
			Three Months Ended May 31,
(in thousands, except per share data)	~~2025~~		~~2024~~		~~2025~~2026		~~2024~~2025
Sales revenue, net	$	~~512,829~~	$	~~530,706~~	$	1402,~~316,265~~115	$	1371,~~421,774~~655
Cost of goods sold	~~272,485~~		~~271,378~~		~~710~~217,~~229~~260		~~743~~196,~~297~~644
Gross profit	~~240,344~~		~~259,328~~		~~606~~184,~~036~~855		~~678~~175,~~477~~011
Selling, general and administrative expense (“SG&A”)	~~182,808~~		~~180,692~~		~~527~~124,~~471~~506		~~530~~167,~~865~~664
Asset impairment charges	~~65,906~~		—		~~806,685~~—		—414,385
Restructuring charges	—		3,518		3,005		6,879
Operating income (loss)					60,349		(407,038)
Operating (loss) income	(8,370)		75,118		(731,125)		140,733
Non-operating income, net					218		308
Non-operating income, net	211		198		768		468
Interest expense					12,243		13,808
Interest expense	15,855		12,164		43,884		37,923
Income (loss) before income tax					48,324		(420,538)
(Loss) income before income tax	(24,014)		63,152		(774,241)		103,278
Income tax expense					12,562		30,180
Income tax expense	60,042		13,536		69,176		30,444
Net income (loss)					$	35,762	$	(450,718)
Net (loss) income	$	(84,056)	$	49,616	$	(843,417)	$	72,834
Earnings (loss) per share:
(Loss) earnings per share:
Basic					$	1.54	$	(19.65)
Basic	$	(3.65)	$	2.17	$	(36.70)	$	3.16
Diluted					1.51		(19.65)
Diluted	(3.65)		2.17		(36.70)		3.15
Weighted average shares used in computing earnings (loss) per share:
Weighted average shares used in computing (loss) earnings per share:
Basic					23,265		22,943
Basic	23,035		22,853		22,979		23,064
Diluted					23,758		22,943
Diluted	23,035		22,882		22,979		23,118

See accompanying notes to condensed consolidated financial statements.

Table of Contents

HELEN OF TROY LIMITED AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss) ~~Income~~ (Unaudited)

	Three Months Ended November 30,				Nine Months Ended November 30,
			Three Months Ended May 31,
(in thousands)	~~2025~~		~~2024~~		~~2025~~2026		~~2024~~2025
Net (loss) income	$	(84,056)	$	49,616	$	(843,417)	$	72,834
Net income (loss)					$	35,762	$	(450,718)
Other comprehensive income (loss), net of tax:
Cash flow hedge activity - interest rate swaps	~~(433)~~		~~1,934~~		~~(590)~~1,186		~~(587)~~1,292
Cash flow hedge activity - foreign currency contracts	~~4,490~~		~~2,824~~		(31,~~092)~~818		1(7,~~731~~048)
Total other comprehensive income (loss), net of tax	~~4,057~~		~~4,758~~		(3,~~682)~~004		1(5,~~144~~756)
Comprehensive (loss) income	$	(79,999)	$	54,374	$	(847,099)	$	73,978
Comprehensive income (loss)					$	38,766	$	(456,474)

See accompanying notes to condensed consolidated financial statements.

Table of Contents

HELEN OF TROY LIMITED AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

	Common Stock			Additional Paid in Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders’ Equity
(in thousands, including shares)	Shares	ParValue
Balances at February 29, 2024	23,751	$	2,375	$	348,739	$	2,099	$	1,284,229	$	1,637,442
Balances at February 28, 2025	22,856	$	2,286	$	367,106	$	2,278	$	1,311,769	$	1,683,439
Net income	—	—		—		—		6,204		6,204
Net loss	—	—		—		—		(450,718)		(450,718)
Other comprehensive income, net of tax	—	—		—		698		—		698
Other comprehensive loss, net of tax	—	—		—		(5,756)		—		(5,756)
Exercise of stock options	6	1		351		—		—		352
Issuance and settlement of restricted stock	75	7		(8)		—		—		(1)
Issuance and settlement of restricted stock	71	7		(7)		—		—		—
Issuance of common stock related to stock purchase plan	39	4		1,753		—		—		1,757
Issuance of common stock related to stock purchase plan	19	2		2,004		—		—		2,006
Common stock repurchased and retired	(25)	(3)		(1,328)		—		—		(1,331)
Common stock repurchased and retired	(1,037)	(104)		(6,720)		—		(96,211)		(103,035)
Share-based compensation	—	—		296		—		—		296
Share-based compensation	—	—		5,833		—		—		5,833
Balances at May 31, 2025	22,945	$	2,294	$	367,819	$	(3,478)	$	861,051	$	1,227,686
Balances at May 31, 2024	22,810	$	2,281	$	350,200	$	2,797	$	1,194,222	$	1,549,500
Net income	—	—		—		—		17,014		17,014
Other comprehensive loss, net of tax	—	—		—		(4,312)		—		(4,312)
Issuance and settlement of restricted stock	6	—		—		—		—		—
Common stock repurchased and retired	(1)	—		(109)		—		—		(109)
Share-based compensation	—	—		5,487		—		—		5,487
Balances at August 31, 2024	22,815	$	2,281	$	355,578	$	(1,515)	$	1,211,236	$	1,567,580
Net income	—	—		—		—		49,616		49,616
Other comprehensive income, net of tax	—	—		—		4,758		—		4,758
Issuance and settlement of restricted stock	5	1		(1)		—		—		—
Issuance of common stock related to stock purchase plan	33	3		1,519		—		—		1,522
Common stock repurchased and retired	—	—		(30)		—		—		(30)
Share-based compensation	—	—		4,730		—		—		4,730
Balances at November 30, 2024	22,853	$	2,285	$	361,796	$	3,243	$	1,260,852	$	1,628,176

Balances at February 28, 2025	22,856	$	2,286	$	367,106	$	2,278	$	1,311,769	$	1,683,439
Balances at February 28, 2026	23,077	$	2,308	$	384,979	$	(1,877)	$	412,787	$	798,197
Net loss	—	—		—		—		(450,718)		(450,718)
Net income	—	—		—		—		35,762		35,762
Other comprehensive loss, net of tax	—	—		—		(5,756)		—		(5,756)
Other comprehensive income, net of tax	—	—		—		3,004		—		3,004
Issuance and settlement of restricted stock	75182	718		(818)		—		—		~~(1)~~—
Issuance of common stock related to stock purchase plan	3989	49		1,~~753~~325		—		—		1,~~757~~334
Common stock repurchased and retired	(2562)	(36)		(1,~~328~~209)		—		—		(1,~~331~~215)
Share-based compensation	—	—		~~296~~6,437		—		—		~~296~~6,437
Balances at May 31, 2025	22,945	$	2,294	$	367,819	$	(3,478)	$	861,051	$	1,227,686
Balances at May 31, 2026	23,286	$	2,329	$	391,514	$	1,127	$	448,549	$	843,519
Net loss	—	—		—		—		(308,643)		(308,643)
Other comprehensive loss, net of tax	—	—		—		(1,983)		—		(1,983)
Issuance and settlement of restricted stock	22	2		(1)		—		—		1
Common stock repurchased and retired	(5)	—		(151)		—		—		(151)
Share-based compensation	—	—		9,372		—		—		9,372
Balances at August 31, 2025	22,962	$	2,296	$	377,039	$	(5,461)	$	552,408	$	926,282
Net loss	—	—		—		—		(84,056)		(84,056)
Other comprehensive income, net of tax	—	—		—		4,057		—		4,057
Issuance and settlement of restricted stock	39	4		(2)		—		—		2
Issuance of common stock related to stock purchase plan	56	6		1,161		—		—		1,167
Common stock repurchased and retired	(11)	(1)		(223)		—		—		(224)
Share-based compensation	—	—		5,030		—		—		5,030
Balances at November 30, 2025	23,046	$	2,305	$	383,005	$	(1,404)	$	468,352	$	852,258

See accompanying notes to condensed consolidated financial statements.

Table of Contents

HELEN OF TROY LIMITED AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended November 30,
	Three Months Ended May 31,
(in thousands)	~~2025~~2026		~~2024~~2025
Cash provided by operating activities:
Cash (used) provided by operating activities:
Net (loss) income	$	(843,417)	$	72,834
Net income (loss)	$	35,762	$	(450,718)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash (used) provided by operating activities:
Depreciation and amortization	3913,~~781~~377		4014,~~850~~084
Amortization of financing costs	~~1,159~~406		~~957~~369
Non-cash operating lease expense	63,~~770~~344		82,~~583~~189
Provision for credit losses	~~194~~1,198		~~(537)~~621
Non-cash share-based compensation	146,~~698~~437		~~16,050~~296
Asset impairment charges	~~806,685~~—		—414,385
Loss on extinguishment of debt	855		—
Gain on sale of distribution facility	(54,854)		—
Gain on the sale or disposal of property and equipment	(~~217~~32)		(1039)
Deferred income taxes and tax credits	454,~~304~~346		8(19,~~400~~988)
Changes in operating capital, net of effects of acquisition of business:
Receivables	(634,~~239)~~405		~~(61~~114,~~806)~~092
Inventory	(5211,~~650~~583)		(5431,~~745~~512)
Prepaid expenses and other current assets	(69,~~615~~132)		(91,~~700~~777)
Other assets and liabilities, net	~~(1,839)~~84		(~~428~~271)
Accounts payable	12(7,~~271~~555)		71(42,~~042~~372)
Accrued expenses and other current liabilities	44(11,~~760~~248)		(215,~~845)~~019
Accrued income taxes	(15,~~687~~591)		~~(10~~43,~~409)~~960
Net cash provided by operating activities	59,813		78,236
Net cash (used) provided by operating activities	(636)		58,338
Cash used by investing activities:
Cash provided (used) by investing activities:
Capital and intangible asset expenditures	(315,~~006~~806)		(2213,~~155~~362)
Net proceeds from business acquired	~~3,880~~—		—3,880
Payments for purchases of U.S. Treasury Bills	(~~2,092~~724)		(~~3,441~~687)
Proceeds from the maturity of U.S. Treasury Bills	1,916		1,872
Proceeds from maturities of U.S. Treasury Bills	657		639
Proceeds from the sale of property and equipment	252		145
Proceeds from sale of distribution facility	78,160		—
Net cash used by investing activities	(27,050)		(23,579)
Proceeds from the sale of property and equipment	32		46
Proceeds from promissory note	164		—
Net cash provided (used) by investing activities	72,483		(9,484)
Cash used by financing activities:
Proceeds from revolving loans	~~450~~257,~~510~~740		~~747~~131,~~840~~500
Repayment of revolving loans	(~~713~~316,~~110~~560)		(~~675~~424,~~890~~200)
Proceeds from term loans	~~250,000~~—		—250,000
Repayment of long-term debt	(116,~~719~~250)		(42,~~687~~344)
Payment of financing costs	~~(1,392)~~—		(~~323~~434)
Proceeds from share issuances under share-based compensation plans	2,924		3,880
Payment for contingent consideration	(4,100)		—
Payments for repurchases of common stock	(1,706)		(103,174)
Proceeds from share issuances under share-based compensation plans	1,334		1,757
Net cash used by financing activities	(24,493)		(32,354)
Payments for repurchases of common stock	(1,215)		(1,331)
Net increase in cash and cash equivalents	8,270		22,303
Net cash used by financing activities	(69,051)		(45,052)
Cash and cash equivalents, beginning balance	18,867		18,501
Net increase in cash and cash equivalents	2,796		3,802
Cash and cash equivalents, ending balance	$	27,137	$	40,804
Cash and cash equivalents, beginning balance	18,886		18,867
Cash and cash equivalents, ending balance	$	21,682	$	22,669
Supplemental non-cash investing activity:
Capital expenditures included in accounts payable and accrued expenses	$	6,~~640~~380	$	6,~~935~~670

See accompanying notes to condensed consolidated financial statements.

Table of Contents

HELEN OF TROY LIMITED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

~~November~~May 3031, ~~2025~~2026

Note 1 - Basis of Presentation and Related Information

Corporate Overview

The accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly our consolidated financial position as of ~~November~~May 3031, ~~2025~~2026 and February 28, ~~2025~~2026, and the results of our consolidated operations for the interim periods presented. We follow the same accounting policies when preparing quarterly financial data as we use for preparing annual data. These statements should be read in conjunction with the consolidated financial statements and the notes included in our latest annual report on Form 10-K for the fiscal year ended February 28, ~~2025~~2026 (“Form 10-K”), and our other reports on file with the Securities and Exchange Commission (the “SEC”).

When used in these notes, unless otherwise indicated or the context suggests otherwise, references to “the Company”, “our Company”, “Helen of Troy”, “we”, “us”, or “our” refer to Helen of Troy Limited and its subsidiaries, which are all wholly-owned. We refer to our common shares, par value $0.10 per share, as “common stock.” References to “fiscal” in connection with a numeric year number denotes our fiscal year ending on the last day of February, during the year number listed. References to “the FASB” refer to the Financial Accounting Standards Board. References to “GAAP” refer to accounting principles generally accepted in the United States of America (the “U.S.”). References to “ASU” refer to the codification of GAAP in the Accounting Standards Updates issued by the FASB. References to “ASC” refer to the codification of GAAP in the Accounting Standards Codification issued by the FASB.

We incorporated as Helen of Troy Corporation in Texas in 1968 and were reorganized as Helen of Troy Limited in Bermuda in 1994. We are a leading global consumer products company offering creative products and solutions for our customers through a diversified portfolio of brands. Our portfolio of brands includes OXO, Hydro Flask, Osprey, Vicks, Braun, Honeywell, PUR, Hot Tools, Drybar, Curlsmith, Revlon and Olive & June, among others. As of ~~November~~May 3031, ~~2025~~2026, we operated two reportable segments: Home & Outdoor and Beauty & Wellness.

Our Home & Outdoor segment offers a broad range of outstanding world-class brands that help consumers enjoy everyday living inside their homes and outdoors. Our innovative products for home activities include food preparation and storage, cooking, cleaning, organization, and beverage service. Our outdoor performance range, on-the-go food storage, and beverageware includes lifestyle hydration products, coolers and food storage solutions, backpacks, and travel gear. The Beauty & Wellness segment provides consumers with a broad range of outstanding world-class brands for beauty and wellness. In Beauty, we deliver innovation through products such as hair styling appliances, grooming tools, liquid and aerosol personal care products, and nail care solutions that help consumers look and feel more beautiful. In Wellness, we are there when you need us most with highly regarded humidifiers, thermometers, water and air purifiers, heaters, and fans.

Our business is seasonal due to different calendar events, holidays and seasonal weather and illness patterns. Our fiscal reporting period ends on the last day in February. Historically, our highest sales volume and operating income occur in our third fiscal quarter ending November 30th. We purchase our products from unaffiliated manufacturers, most of which are located in China, ~~Mexico~~Vietnam, ~~Vietnam~~Mexico and the U.S.

Table of Contents

On December 16, 2024, we completed the acquisition of Olive & June, LLC (“Olive & June”), an innovative, omni-channel nail care brand. The Olive & June brand and products were added to the Beauty & Wellness segment. The total purchase consideration consists of initial cash consideration of $224.7 million, which is net of cash acquired and a favorable post-closing adjustment of $3.9 million, and contingent cash consideration of up to $15.0 million subject to Olive & June’s performance during calendar years 2025, 2026, and 2027, payable annually. See Note 4 and Note 11 for additional information.

Principles of Consolidation

The accompanying condensed consolidated financial statements are prepared in accordance with GAAP and include all of our subsidiaries. Our condensed consolidated financial statements are prepared in U.S. Dollars. All intercompany balances and transactions are eliminated in consolidation.

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results may differ materially from those estimates.

Note 2 - New Accounting Pronouncements

~~Except~~There ~~for the changes discussed below, there~~ have been no changes in the information provided in our Form 10-K.

~~Not~~Note ~~Yet~~3 ~~Adopted~~- Gain on Sale of Distribution Facility

InOn ~~July~~April ~~2025~~14, ~~the FASB issued ASU 2025-05~~2026, ~~Financial~~we ~~Instruments~~completed –the ~~Credit~~sale ~~Losses~~of ~~(Topic~~our ~~326):~~distribution ~~Measurement~~facility ofin ~~Credit~~Southaven, ~~Losses~~Mississippi for ~~Accounts~~a ~~Receivable~~total ~~and~~sales ~~Contract~~price ~~Assets~~of $82.0 million, ~~which~~less ~~permits~~costs ~~entities~~ to ~~elect~~sell aof ~~practical~~$3.8 million. Accordingly, ~~expedient~~we torecognized ~~assume~~a ~~current~~gain ~~conditions~~on ~~as of~~ the ~~balance~~sale ~~sheet~~of ~~date~~$54.9 million ~~will~~within ~~not~~SG&A ~~change~~during ~~for~~ the ~~remaining~~first ~~life~~quarter of ~~accounts~~fiscal ~~receivable~~2027, ~~and~~which ~~contract~~was ~~assets~~recognized ~~when~~by ~~developing~~our ~~forecasts~~Beauty as& ~~part~~Wellness ~~of estimating expected credit losses~~segment. The ~~amendments~~final inrelated ~~ASU~~property ~~2025-05 are effective for fiscal years beginning after December 15, 2025,~~ and ~~interim~~equipment ~~periods~~totaling ~~within those fiscal years~~$23.3 million, ~~with~~net ~~early~~of ~~adoption~~accumulated ~~permitted. The~~depreciation ~~amendments~~of ~~should be applied prospectively~~$29. ~~This~~4 million, ~~ASU~~was ~~will~~derecognized befrom ~~effective for us in~~ the ~~first~~condensed ~~quarter~~consolidated ofbalance ~~fiscal 2027~~sheet. We ~~are~~used ~~currently~~the ~~evaluating~~proceeds ~~this~~from ~~practical~~the ~~expedient~~sale ~~and do not expect it~~ to ~~have~~repay aamounts ~~material~~outstanding ~~impact~~under on our ~~consolidated~~credit ~~financial statements~~facility.

InNote ~~September~~4 ~~2025, the FASB issued ASU 2025~~-~~06,~~ ~~Intangibles~~Accrued –Expenses ~~Goodwill~~ and Other –Current Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removes all references to software development project stages and requires entities to start capitalizing software costs when both of the following occur: (i) management has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended. The amendments in ASU 2025-06 are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years, with early adoption permitted as of the beginning of a fiscal year. The amendments can be applied prospectively, retrospectively, or via a modified prospective transition method. This ASU will be effective for us in the first quarter of fiscal 2029. We are currently evaluating the impact this guidance may have on our consolidated financial statements.Liabilities

Table of Contents

Note 3 - Accrued Expenses and Other Current Liabilities

A summary of accrued expenses and other current liabilities was as follows:

(in thousands)	~~November~~May 3031, ~~2025~~2026		February 28, ~~2025~~2026
Accrued compensation, benefits and payroll taxes	$	3121,~~422~~193	$	1633,~~096~~838
Accrued sales discounts and allowances	5152,~~753~~154		3644,~~600~~209
Accrued sales returns	2221,~~583~~347		2023,~~190~~234
Accrued advertising	3228,~~951~~627		25,~~716~~961
Other	7765,~~628~~432		6272,~~138~~364
Total accrued expenses and other current liabilities	$	~~216~~188,~~337~~753	$	~~160~~199,~~740~~606

Note 4 - Acquisition of Olive & June

On December 16, 2024, we completed the acquisition of 100% of the membership interests of Olive & June, an innovative, omni-channel nail care brand. Olive & June products deliver a salon-quality experience at home and include nail polish, press-on nails, manicure and pedicure systems, grooming tools and nail care essentials. The acquisition of Olive & June complements and broadens our existing Beauty portfolio beyond the hair care category. The Olive & June brand and products were added to the Beauty & Wellness segment. The total purchase consideration consists of initial cash consideration of $224.7 million, which is net of cash acquired and a favorable post-closing adjustment of $3.9 million, and contingent cash consideration of up to $15.0 million subject to Olive & June’s performance during calendar years 2025, 2026, and 2027, payable annually. The acquisition was funded with cash on hand and borrowings under our existing revolving credit facility.

The contingent cash consideration of up to $15.0 million is payable annually in three equal installments subject to Olive & June achieving certain annual adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) targets during calendar years 2025, 2026 and 2027. If the annual adjusted EBITDA target is not met, no payment is required. As of the acquisition date, we recorded a liability for the estimated fair value of the contingent consideration of $4.1 million, of which $1.8 million and $2.3 million was included within accrued expenses and other current liabilities and other liabilities, non-current, respectively, in our condensed consolidated balance sheet. This contingent consideration liability is remeasured at fair value each reporting period until the contingency is resolved, with changes in fair value recognized in SG&A. See Note 11 for additional information regarding the estimated fair value of our contingent consideration liability.

We accounted for the acquisition as a purchase of a business and recorded the excess of the purchase price over the provisionally determined estimated fair value of the assets acquired and liabilities assumed as goodwill. Adjustments to these provisional amounts may be made during the measurement period as we continue to obtain and evaluate information necessary to finalize these amounts. The goodwill recognized is attributable primarily to expected synergies including leveraging our operational scale, existing customer relationships and distribution capabilities. The goodwill is expected to be deductible for income tax purposes. We have provisionally determined the appropriate fair values of the acquired intangible assets and completed our analysis of the economic lives of the assets acquired. We assigned $51.0 million to trade names and are amortizing over a 15 year expected life. We assigned $8.0 million to customer relationships and are amortizing over a 8.5 year expected life, based on historical attrition rates. We assigned $1.6 million to non-compete agreements and are amortizing over a 5 year expected life.

During the first quarter of fiscal 2026, we made adjustments to provisional asset and liability balances, which resulted in a corresponding net decrease to goodwill of $0.3 million. We also finalized the net

Table of Contents

working capital adjustment during the first quarter of fiscal 2026, which resulted in a $3.9 million reduction to the total purchase consideration and goodwill. During the third quarter of fiscal 2026, we made adjustments to a provisional current liability balance, which resulted in a corresponding de minimis increase to goodwill.

The following table presents the preliminary estimated fair values of assets acquired and liabilities assumed at the acquisition date:

(in thousands)
Assets:
Receivables	$	13,182
Inventory	15,121
Prepaid expenses and other current assets	3,920
Property and equipment	1,490
Goodwill	150,726
Trade names - definite	51,000
Customer relationships - definite	8,000
Other intangible assets - definite	1,600
Other assets	275
Total assets	245,314
Liabilities:
Accounts payable	5,614
Accrued expenses and other current liabilities	12,731
Other liabilities, non-current	2,300
Total liabilities	20,645
Net assets recorded	$	224,669

Note 5 - Goodwill and Intangibles

We perform annual impairment testing each fiscal year and interim impairment testing, if necessary. We write down any asset deemed to be impaired to its fair value.

During the first, ~~second~~quarter ~~and third quarters~~ of fiscal ~~2026~~2027, we ~~concluded~~did ~~that~~not aidentify ~~goodwill~~any ~~impairment~~circumstances ~~triggering~~or ~~event~~conditions ~~had~~which ~~occurred~~suggest ~~due~~that tothe ~~a further sustained decline in our stock price, resulting in our~~ carrying value (excluding long-term debt) exceeding the Company’s total enterprise value (market capitalization plus long-term debt). Additional factors that contributed to these conclusions included downward revisions to our internal forecasts and strategic long-term plans, which reflect the tariff policies in effect and the related macroeconomic environment at the end of our ~~first,~~goodwill ~~second~~ and third quarters of fiscal 2026, including the corresponding impact on consumer spending and retailer orders. These factors were applicable to all of our reporting units, indefinite-lived trademark licenses and trade names and definite-lived trademark licenses, trade names and certain other intangible assets~~. Thus,~~ wemight ~~performed~~be ~~quantitative~~impaired ~~impairment testing on our goodwill~~ and ~~intangible~~did ~~assets~~not ~~described~~recognize ~~above~~any ~~during~~asset ~~the~~impairment ~~first, second and third quarters of fiscal 2026~~charges.

WeDuring ~~estimate~~ the ~~fair~~first ~~value~~quarter of ~~our~~fiscal ~~trade~~2026, ~~names~~we ~~and~~concluded ~~trademark~~that ~~licenses~~a ~~using~~goodwill ~~the~~impairment ~~relief~~triggering ~~from~~event ~~royalty~~had ~~method~~occurred ~~income~~due ~~approach~~to ~~which~~a isfurther ~~based~~sustained ~~upon~~decline ~~projected~~in ~~future~~our ~~discounted~~stock ~~cash~~price, ~~flows~~resulting in our carrying value (~~“DCF~~excluding ~~Model”~~long-term debt)~~. We~~ ~~estimate~~exceeding the ~~fair~~Company’s total enterprise value of(market ~~our~~capitalization ~~customer~~plus ~~relationships~~long-term ~~and~~debt). Additional ~~lists~~factors ~~using~~that ~~the~~contributed ~~distributor~~to ~~method~~this ~~income~~conclusion ~~approach~~included downward revisions to our internal forecasts and strategic long-term plans, which isreflected ~~based~~the ~~upon~~tariff apolicies ~~DCF~~in ~~Model. After~~effect ~~adjusting~~and the ~~carrying~~related ~~values~~macroeconomic environment at the end of our ~~indefinite-lived~~first ~~and~~quarter ~~definite-lived~~of ~~intangible~~fiscal ~~assets~~2026, including the ~~Company~~corresponding ~~completed~~impact ~~quantitative~~on ~~impairment~~consumer ~~testing~~spending ~~for~~and ~~goodwill~~retailer orders. WeThese ~~estimate~~factors ~~the~~were ~~fair~~applicable ~~value~~to all of our reporting units, ~~using~~indefinite-lived antrademark ~~income~~licenses ~~approach~~and ~~based~~trade ~~upon~~names ~~projected~~and ~~future~~definite-lived ~~discounted~~trademark ~~cash~~licenses, ~~flows.~~trade

108

Table of Contents

names and certain other intangible assets. Thus, we performed quantitative impairment testing on our goodwill and intangible assets described above during the first quarter of fiscal 2026.

We estimate the fair value of our trade names and trademark licenses using the relief from royalty method income approach which is based upon projected future discounted cash flows (“DCF Model”). We estimate the fair value of our customer relationships and lists using the distributor method income approach which is based upon a DCF Model. After adjusting the carrying values of our indefinite-lived and definite-lived intangible assets, the Company completed quantitative impairment testing for goodwill. We estimate the fair value of our reporting units using an income approach based upon projected future discounted cash flows.

Based on the outcome of these assessments, we recognized pre-tax asset impairment charges as follows:

(in thousands)	~~Three Months EndedNovember 30, 2025~~		~~Nine~~Three Months ~~EndedNovember~~EndedMay 3031, 2025
Home & Outdoor (1)	$	~~24,000~~	$	~~328~~219,~~632~~095
Beauty & Wellness (2)	~~41,906~~		~~478~~195,~~053~~290
Total	$	~~65,906~~	$	~~806~~414,~~685~~385

(1)Asset impairment charges recognized for our Home & Outdoor segment included goodwill impairment charges ~~for~~of $93.3 million and $74.2 million related to our Osprey and Hydro Flask ~~and~~reporting ~~Osprey~~units, ~~businesses~~respectively, trade name impairment charges of $1537.0 million and $95.0 million, ~~respectively,~~related ~~for~~to ~~the~~our ~~three~~Hydro ~~months~~Flask ~~ended~~and ~~November~~Osprey 30indefinite-lived trade names, ~~2025~~respectively, and impairment charges of $~~180~~8.58 million and $~~148~~0.18 million, ~~respectively,~~related ~~for~~to ~~the~~our ~~nine~~Hydro ~~months~~Flask ~~ended~~customer ~~November~~relationships 30and other intangible assets, ~~2025~~respectively.

(2)Asset impairment charges recognized for our Beauty & Wellness segment included goodwill impairment charges ~~for~~of $87.3 million, $32.4 million and $29.7 million related to our Drybar, Curlsmith and Health & Wellness reporting units, ~~Drybar~~respectively, ~~and~~trade ~~Curlsmith~~name ~~businesses~~impairment charges of $106.70 million, $3.19 million and $~~28.~~2.8 million, ~~respectively,~~related ~~for~~to ~~the~~our ~~three~~PUR ~~months~~indefinite-lived ~~ended~~trade ~~November~~name ~~30,~~and ~~2025~~Curlsmith and ~~for~~Drybar ~~our~~definite-lived ~~Health~~trade ~~& Wellness~~names, ~~Drybar~~respectively, ~~Curlsmith~~ and ~~Revlon~~impairment ~~businesses~~charges of $~~207~~19.36 million, $~~154~~10.57 million, and $922.8 million ~~and~~related ~~$23.5 million,~~to ~~respectively~~our Revlon trademark license, ~~for~~Drybar ~~the~~customer ~~nine~~relationships ~~months~~and ~~ended~~Drybar ~~November~~other 30intangible assets, ~~2025~~respectively.

During the first quarter of fiscal 2026, in connection with our annual budgeting and forecasting process, management reduced its forecasts for net sales revenue, gross margin and earnings before interest and taxes to reflect the tariff policies in effect and the related macroeconomic environment at the end of our first quarter of fiscal 2026, including the corresponding impact on consumer spending and retailer orders, as applicable. The revised forecasts also resulted in management selecting lower residual growth rates, which were also reflective of revised long-term industry growth expectations, and royalty rates, as applicable. ~~During~~ the second and third quarters of fiscal 2026, management further reduced its forecasts for net sales revenue, gross margin and earnings before interest and taxes to reflect the tariff policies in effect, timing of corresponding price increases and the related macroeconomic environment at the end of our second and third quarters of fiscal 2026, including the impact on consumer spending, retailer orders and China cross border ecommerce due to a shift to localized distribution, as applicable. We did not recognize any asset impairment charges during the three and nine months ended November 30, 2024. Refer to Note 11 for additional information on our valuation method and related assumptions and estimates. For additional information regarding the testing and analysis performed, refer to “Critical Accounting Policies and Estimates” in Item 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

The following table summarizes the changes in our goodwill by segment for the nine months ended November 30, 2025:

(in thousands)	Home & Outdoor		Beauty &Wellness		Total
Gross carrying amount as of February 28, 2025	$	491,777	$	729,792	$	1,221,569
Accumulated impairment as of February 28, 2025	—		(38,670)		(38,670)
Net carrying amount as of February 28, 2025	$	491,777	$	691,122	$	1,182,899
Acquisitions (1)	—		(4,113)		(4,113)
Impairment charges (2)	(229,058)		(419,542)		(648,600)
Gross carrying amount as of November 30, 2025	$	491,777	$	725,679	$	1,217,456
Accumulated impairment as of November 30, 2025	(229,058)		(458,212)		(687,270)
Net carrying amount as of November 30, 2025	$	262,719	$	267,467	$	530,186

(1)Reflects a favorable post-closing adjustment to goodwill recorded in the Beauty & Wellness segment during the first quarter of fiscal 2026, partially offset by an increase to goodwill for adjustments to a provisional current liability balance during the third quarter of fiscal 2026 in connection with the acquisition of Olive & June on December 16, 2024. For additional information see Note 4.

(2)The Home & Outdoor segment reflects goodwill impairment charges related to our Hydro Flask and Osprey reporting units of $115.9 million and $113.1 million, respectively, for the nine months ended November 30, 2025. No goodwill impairment charges were recognized during the three months ended November 30, 2025 related to our Home & Outdoor segment. The Beauty & Wellness segment reflects goodwill impairment charges related to our Health & Wellness, Drybar and

Table of Contents

Curlsmith reporting units of $10.7 million, $0.2 million and $28.2 million, respectively, for the three months ended November 30, 2025 and $200.3 million, $134.3 million and $85.0 million, respectively, for the nine months ended November 30, 2025. The remaining carrying values of the Osprey, Health & Wellness and Curlsmith reporting units’ goodwill as of November 30, 2025 were $96.6 million, $84.7 million and $32.1 million, respectively. The goodwill impairment charges recognized for the Hydro Flask and Drybar reporting units reduced the carrying values of their goodwill to zero.

The following table summarizes the components of our other intangible assets as follows:

	November 30, 2025						February 28, 2025
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Indefinite-lived:
Trademark licenses	$	7,400	$	—	$	7,400	$	7,400	$	—	$	7,400
Trade names (1)	257,200		—		257,200		358,200		—		358,200
Definite-lived:
Trademark licenses (2)	45,700		(2,915)		42,785		75,050		(9,454)		65,596
Trade names (3)	65,253		(3,850)		61,403		89,365		(14,030)		75,335
Customer relationships and lists (4)	137,001		(115,463)		21,538		168,201		(120,932)		47,269
Other intangibles (5)	58,283		(50,082)		8,201		74,297		(61,341)		12,956
Total	$	570,837	$	(172,310)	$	398,527	$	772,513	$	(205,757)	$	566,756

(1)Balances as of November 30, 2025 reflect total impairment charges of $24.0 million during the three months ended November 30, 2025 which includes $15.0 million related to our Hydro Flask trade name and $9.0 million related to our Osprey trade name and $97.0 million during the nine months ended November 30, 2025, which includes $55.0 million related to our Hydro Flask trade name, $35.0 million related to our Osprey trade name and $7.0 million related to our PUR trade name. The remaining carrying values of the Osprey and PUR trade names as of November 30, 2025 were $135.0 million and $47.0 million, respectively. The impairment charges were recorded in the Home & Outdoor segment for Hydro Flask and Osprey and in the Beauty & Wellness segment for PUR. The remaining carrying value of the Hydro Flask trade name of $4.0 million was reclassified to a definite-lived trade name as of November 30, 2025 and assigned a useful life of 10 years.

(2)Balances as of November 30, 2025 reflect total impairment charges recorded in the Beauty & Wellness segment during the nine months ended November 30, 2025 of $23.5 million related to our Revlon trademark license. The remaining carrying value of this trademark license as of November 30, 2025 was $40.4 million. As of November 30, 2025, the remaining useful life of the Revlon trademark license was revised from approximately 35 years to 10 years, which will increase annual amortization expense by approximately $2.9 million. No impairment charges were recognized during the three months ended November 30, 2025 related to our definite-lived trademark licenses.

(3)Balances as of November 30, 2025 reflect total impairment charges recorded in the Beauty & Wellness segment of $2.9 million during the three months ended November 30, 2025 related to our Drybar trade name and $14.5 million during the nine months ended November 30, 2025, which includes $7.8 million related to our Curlsmith trade name and $6.7 million related to our Drybar trade name. The remaining carrying value of the Curlsmith trade name as of November 30, 2025 was $9.6 million. The impairment charge recognized for the Drybar trade name reduced its carrying value to zero. The balance above also includes the carrying value of the Hydro Flask trade name of $4.0 million that was reclassified from an indefinite-lived trade name to a definite-lived trade name as of November 30, 2025.

(4)Balances as of November 30, 2025 reflect total impairment charges of $19.5 million recognized during the nine months ended November 30, 2025, which includes $10.7 million and $8.8 million recorded in the Beauty & Wellness and Home & Outdoor segments, respectively, related to our Drybar and Hydro Flask customer relationships which reduced the carrying values of these assets to zero. No impairment charges were recognized during the three months ended November 30, 2025 related to our customer relationships and lists.

(5)Balances as of November 30, 2025 reflect total impairment charges of $3.6 million recognized during the nine months ended November 30, 2025, which includes $2.8 million and $0.8 million recorded in the Beauty & Wellness and Home & Outdoor segments, respectively, related to Drybar and Hydro Flask other intangibles which reduced the carrying values of these assets to zero. No impairment charges were recognized during the three months ended November 30, 2025 related to our other intangible assets.

Table of Contents

During the three and nine months ended November 30, 2025, we recorded amortization expense of $3.7 million and $12.6 million, respectively, compared to $4.5 million and $13.6 million during the same periods last year, respectively.

The following table summarizes amortization expense related to our other intangible assets as follows:

Estimated Amortization Expense (in thousands)
Fiscal 2026	$	17,096
Fiscal 2027	14,587
Fiscal 2028	11,920
Fiscal 2029	11,892
Fiscal 2030	11,595
Fiscal 2031	10,759

Note 6 - Share-Based Compensation Plans

As part of our compensation structure, we grant share-based compensation awards to certain employees and non-employee members of our Board of Directors during the fiscal year. These awards may be subject to attainment of certain service conditions, performance conditions and/or market conditions. In connection with our annual grant during the first quarter of fiscal ~~2026~~2027, we granted ~~272~~921,~~909~~095 service condition awards (“Service Condition Awards”) with a weighted average grant date fair value of $5316.2847. Additionally, we granted ~~320~~449,~~027~~304 performance-based awards during the first quarter of fiscal ~~2026~~2027, of which ~~191~~299,~~946~~550 contained performance conditions (“Performance Condition Awards”) and ~~128~~149,~~081~~754 contained market conditions (“Market Condition Awards”), with weighted average grant date fair values of $5316.2847 and $3712.2435, respectively. Refer to our Form 10-K for further information on the Company’s share-based compensation plans.

The Helen of Troy Limited 2018 Stock Incentive Plan (“2018 Plan”) became effective on August 22, 2018. On August 20, 2025, our shareholders approved the 2025 Stock Incentive Plan (the “2025 Plan”) which replaced the 2018 Plan. As a result, the 2018 Plan terminated on August 20, 2025, but will continue to apply to awards granted under the 2018 Plan before such date. The 2025 Plan permits the granting of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. As of November 30, 2025, the 2025 Plan had 1,092,393 shares available for future issuance, including shares which remained available for issuance under the 2018 Plan immediately prior to August 20, 2025.9

We recorded share-based compensation expense in SG&A as follows:

	Three Months Ended November 30,				Nine Months Ended November 30,
(in thousands)	2025		2024		2025 (1)		2024
Directors’ stock compensation	$	196	$	197	$	588	$	589
Service Condition Awards	3,462		2,711		14,030		8,105
Performance Condition Awards	734		563		(2,128)		2,703
Market Condition Awards	309		842		1,318		3,609
Employee stock purchase plan	329		417		890		1,044
Share-based compensation expense	5,030		4,730		14,698		16,050
Less: income tax benefits	(521)		(354)		(1,123)		(839)
Share-based compensation expense, net of income tax benefits	$	4,509	$	4,376	$	13,575	$	15,211

(1)Share-based compensation expense during the nine months ended November 30, 2025 includes a benefit for Performance Condition Awards, as a result of a change in estimate from target achievement to zero percent achievement for Performance Condition Awards granted during fiscal 2024.

Table of Contents

We recorded share-based compensation expense in SG&A as follows:


	Three Months Ended May 31,
(in thousands)		2026		2025 (1)

Directors’ stock compensation		$	196	$	196
Service Condition Awards		3,859		3,941
Performance Condition Awards		1,039		(4,526)
Market Condition Awards		838		124
Employee stock purchase plan		505		561
Share-based compensation expense		6,437		296
Less: income tax benefits		(424)		(157)
Share-based compensation expense, net of income tax benefits		$	6,013	$	139

(1)Share-based compensation expense during the first quarter of fiscal 2026 includes a benefit for Performance Condition Awards, as a result of a change in estimate from target achievement to zero percent achievement for Performance Condition Awards granted during fiscal 2024.

Unrecognized Share-Based Compensation Expense

As of ~~November~~May 3031, ~~2025~~2026, our total unrecognized share-based compensation for all awards was $2028.81 million, which will be recognized over a weighted average amortization period of 2.03 years. The total unrecognized share-based compensation reflects an estimate of target achievement for outstanding Performance Condition Awards granted during both fiscal ~~2026~~2027 and ~~fiscal~~2026, ~~2025~~ and ana weighted average estimate of ~~zero~~81% ~~percent~~ of target achievement for outstanding Performance Condition Awards granted during fiscal ~~2024~~2025.

Note 7 - Repurchases of Common Stock

Our current equity-based compensation plans include provisions that allow for the “net exercise” of share-settled awards by all plan participants. In a net exercise, any required payroll taxes, and federal withholding taxes ~~and exercise price of the shares~~ due from the ~~option or other~~ share-based award holders are settled by having the holder tender back to us a number of shares at fair value equal to the amounts due. Net exercises are treated as repurchases of shares.

For the periods presented, there were no common stock open market repurchases. The following table summarizes our share repurchase activity in connection with share-based compensation for the periods shown:

	Three Months Ended November 30,				Nine Months Ended November 30,
			Three Months Ended May 31,
(in thousands, except share and per share data)	~~2025~~		~~2024~~		~~2025~~2026		~~2024~~2025
Common stock repurchased on the open market:
Common stock received in connection with share-based compensation:
Number of shares	—		—		—62,200		124,~~011,243~~660
Aggregate value of shares	$	—	$	—	$	—1,215	$	~~100~~1,~~019~~331
Average price per share	$	—	$	—	$	—19.53	$	9853.9196
Common stock received in connection with share-based compensation:
Number of shares	11,025		448		40,964		27,223
Aggregate value of shares	$	224	$	30	$	1,706	$	3,155
Average price per share	$	20.30	$	66.34	$	41.64	$	115.89

~~Note 8 - Restructuring Plan~~10

During fiscal 2023, we initiated a global restructuring plan intended to expand operating margins through initiatives designed to improve efficiency and effectiveness and reduce costs (referred to as “Project Pegasus”). During the fourth quarter of fiscal 2025, we completed Project Pegasus, but still expect to realize the targeted savings through fiscal 2027. Project Pegasus included initiatives to further optimize our brand portfolio, streamline and simplify the organization, accelerate and amplify cost of goods savings projects, enhance the efficiency of our supply chain network, optimize our indirect spending and improve our cash flow and working capital, as well as other activities. These initiatives created operating efficiencies, as well as provided a platform to fund growth investments. During fiscal 2023, 2024 and 2025, we incurred restructuring charges in connection with Project Pegasus primarily for professional fees and severance and employee related costs, which were recorded as “Restructuring charges” in the condensed consolidated statements of (loss) income. Restructuring charges primarily represented cash expenditures and were substantially paid by the end of fiscal 2025, with a remaining liability of $7.7 million as of February 28, 2025.

Table of Contents

~~During~~Note ~~the~~8 ~~three and nine months ended November 30, 2024, we incurred $3.5 million and $6.9 million, respectively, of pre~~-~~tax~~ ~~restructuring~~Commitments ~~costs in connection with Project Pegasus, which were primarily comprised of severance~~ and employee related costs, contract termination costs and professional fees. During the nine months ended November 30, 2025 and November 30, 2024, we made total cash restructuring payments related to Project Pegasus of $5.7 million and $9.8 million, respectively, and had a remaining liability of $2.0 million as of November 30, 2025 which is included in accrued expenses and other current liabilities. The cash payments during both the nine months ended November 30, 2025 and 2024 were primarily for severance and employee related costs. For information regarding Project Pegasus savings, refer to Item 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including “Project Pegasus.”Contingencies

Note 9 - Commitments and Contingencies

Legal Matters

OnIn ~~December~~fiscal 232022, ~~2021,~~we ~~Brita~~completed LPthe ~~filed~~sale aof ~~complaint~~our ~~against~~North ~~Kaz~~America ~~USA,~~personal ~~Inc.~~care ~~and~~business ~~Helen~~to ofHRB ~~Troy~~Brands ~~Limited~~LLC in(“HRB Brands”). After the ~~U.S.~~sale, ~~District~~we ~~Court~~were ~~for~~named ~~the~~as ~~Western~~a ~~District~~defendant ofin ~~Texas~~multiple (lawsuits related to the ~~“Patent~~use ~~Litigation”),~~of ~~alleging~~personal ~~patent~~care ~~infringement~~products bycontaining ~~the~~talcum ~~Company~~powder, ~~relating~~primarily toBrut ~~its~~deodorant ~~PUR~~and ~~gravity-fed~~Ammens ~~water~~powder ~~filtration~~sold ~~systems. In~~by ~~the~~our ~~Patent~~wholly-owned ~~Litigation~~subsidiary, ~~Brita~~Idelle LPLabs, ~~seeks~~Ltd. We ~~monetary~~tendered ~~damages~~indemnification ~~and~~of ~~injunctive~~these ~~relief~~cases ~~relating~~ to ~~the~~HRB ~~alleged~~Brands, ~~infringement. Brita~~which LPassumed ~~simultaneously~~control ~~filed~~of athe ~~complaint~~defense ~~with~~of the Uclaims.S. After ~~International~~many ~~Trade~~years, ~~Commission~~during ~~(“ITC”)~~the ~~against~~fourth ~~Kaz~~quarter ~~USA,~~of ~~Inc.~~fiscal 2026, ~~Helen~~HRB ofBrands ~~Troy~~asserted ~~Limited~~that ~~and~~it ~~five~~was ~~other~~contesting ~~unrelated~~the ~~companies~~indemnification ~~that~~of ~~sell~~these ~~water~~cases ~~filtration~~and ~~systems~~tendered (the ~~“ITC~~indemnification ~~Action”)~~back to us. ~~The~~Consequently, ~~complaint~~ in ~~the~~order ~~ITC~~to ~~Action~~protect ~~also~~the ~~alleged~~Company ~~patent~~and ~~infringement~~its byrights ~~the~~and ~~Company~~defenses, ~~with~~we ~~respect~~began to adefend ~~limited~~these ~~set~~cases. The ofCompany ~~PUR~~maintains ~~gravity-fed~~its ~~water~~position ~~filtration~~that ~~systems. In~~HRB ~~the~~Brands ~~ITC~~is ~~Action,~~obligated ~~Brita~~to LPdefend ~~requested~~and indemnify the ~~ITC~~Company toagainst ~~initiate~~these anclaims ~~unfair~~and ~~import~~plans ~~investigation~~to ~~relating~~vigorously tocontest ~~such~~HRB ~~filtration~~Brands’ ~~systems~~position. ~~This~~With ~~action~~respect ~~sought injunctive relief~~ to ~~prevent~~the ~~entry~~talcum ofpowder ~~certain~~cases, ~~accused~~we ~~PUR~~believe ~~products~~we ~~(and~~have ~~certain~~substantial ~~other~~defenses ~~products)~~to ~~into~~ the Uclaims.S. The ~~and~~ultimate ~~cessation~~outcome of ~~marketing~~enforcing ~~and~~our ~~sales~~indemnification ofclaims ~~existing~~against ~~inventory~~HRB ~~already~~Brands inand the ~~U.S. On~~litigation ~~January~~relating ~~25,~~to ~~2022,~~ the ~~ITC~~talcum ~~instituted~~cases ~~the~~is ~~investigation~~inherently ~~requested~~uncertain, byand ~~the~~we ~~ITC~~cannot ~~Action~~predict its resolution. ~~Discovery~~During ~~closed in~~ the ~~ITC~~first ~~Action~~quarter inof ~~May~~fiscal ~~2022~~2027, ~~and~~we paid approximately ~~half~~$1.0 million ofin ~~the~~settlements ~~originally~~of ~~identified~~these ~~PUR~~cases ~~gravity-fed~~and ~~water~~accrued ~~filters~~an ~~were~~additional ~~removed~~$1.3 million ~~from~~for ~~the~~potential ~~case~~settlements and ~~are~~legal nofees. As ~~longer~~of ~~included~~May in31, ~~the~~2026, ~~ITC~~we ~~Action. In~~had ~~August~~an ~~2022,~~estimated ~~the~~liability ~~parties~~of ~~participated~~approximately in$1.8 million ~~the~~. We ~~evidentiary~~cannot ~~hearing,~~estimate ~~with~~the ~~additional~~amount ~~supplemental~~or ~~hearings~~range inof ~~October~~amounts ~~2022. On~~by ~~February~~which ~~28,~~the ~~2023,~~liability ~~the~~may ~~ITC~~exceed ~~issued~~the anaccrual ~~Initial~~established ~~Determination~~because inof (i) the ~~ITC~~inherent ~~Action,~~difficulty ~~tentatively~~in ~~ruling~~projecting ~~against~~ the ~~Company~~number ~~and~~of ~~the~~claims ~~other~~that ~~unrelated~~have ~~respondents. The~~not ~~ITC~~yet ~~has~~been aasserted ~~guaranteed~~or ~~review~~the ~~process,~~time ~~and~~period ~~thus~~in ~~all~~which ~~respondents,~~future ~~including~~claims ~~the~~may ~~Company~~be asserted, ~~filed~~(ii) athe ~~petition~~complaints ~~with~~nearly ~~the~~always ~~ITC~~assert ~~for~~claims aagainst ~~full~~multiple ~~review~~defendants ofwhere the ~~Initial~~damages ~~Determination. On~~alleged ~~September~~are ~~19,~~typically ~~2023,~~not ~~the~~attributed ~~ITC~~to ~~issued~~individual ~~its~~defendants ~~Final~~so ~~Determination~~that ina ~~the Company~~defendant’s ~~favor. The~~share ~~ITC~~of ~~determined~~liability ~~there~~may ~~was~~turn noon ~~violation~~the bylaw ~~the~~of ~~Company~~joint and ~~terminated~~several ~~the~~liability, ~~investigation. Brita~~which LPcan ~~subsequently~~vary ~~appealed~~by ~~the~~state, ~~ITC’s~~and ~~decision~~(iii) to the ~~Federal~~many ~~Circuit~~factors, ~~(“CAFC~~developments ~~Appeal”)~~ and ~~filed~~inherent ~~its~~uncertainties ~~Notice~~involved ofwith ~~Appeal~~litigation onthat ~~October~~could ~~24,~~affect ~~2023. The~~the Company’s ~~intervened~~estimate inof the ~~CAFC Appeal and oral argument occurred on August 5, 2025~~liability.

InOn ~~connection~~June ~~with~~2, 2026, the ~~CAFC~~Company ~~Appeal,~~and oncertain ~~October~~of ~~15,~~its ~~2025,~~officers ~~the~~were ~~Federal~~named ~~Circuit~~as ~~issued~~defendants in a ~~precedential~~purported ~~opinion~~federal ~~affirming~~securities class action lawsuit filed in the ~~ITC’s~~United ~~decision~~States ~~that~~District ~~Brita~~Court ~~LP’s~~for ~~claims~~the ~~were~~Western ~~invalid~~District of Texas. ~~Following~~The ~~the~~complaint ~~ITC’s~~alleges ~~determinations~~violations ~~with~~of ~~respect~~Sections to10(b) and 20(a) of the ~~ITC~~Securities ~~Action~~Exchange Act of 1934, as amended, and Rule 10b‑5 relating to certain prior disclosures of the ~~Federal~~Company. The ~~Circuit~~plaintiff seeks to represent a class of shareholders who purchased or otherwise acquired the Company’s ~~opinion~~common instock ~~the~~between ~~CAFC~~April ~~Appeal~~24, on2024 ~~December~~and 22October 8, 2025,. The ~~Brita~~Company ~~filed~~believes athe ~~notice~~allegations toasserted ~~dismiss~~in the ~~Patent~~complaint ~~Litigation~~are inwithout ~~the~~merit ~~District~~and ~~Court~~intends to defend them vigorously. WeAt ~~expect~~this early stage of the ~~Court’s~~proceedings, ~~order~~the ~~dismissing~~Company is unable to predict the ~~case~~outcome inof ~~due~~this ~~course~~matter or reasonably estimate the possible loss or range of loss, if any.

~~Regulatory~~Tariff ~~Matters~~Refunds

~~During~~On ~~fiscal~~March ~~2022~~4, ~~and 2023~~2026, wethe ~~were~~U.S. inCourt ~~discussions~~of ~~with~~International ~~the~~Trade issued an additional ruling that importers that paid tariffs under International Emergency Economic Powers Act (“IEEPA”) are due refunds and ordered U.S. ~~Environmental~~Customs ~~Protection~~and ~~Agency~~Border ~~(the~~Protection (“~~EPA~~CBP”) ~~regarding~~to begin the ~~compliance~~refund process for all importers who were subject to IEEPA duties. During fiscal 2026, we paid IEEPA tariffs totaling $80.5 million. On April 20, 2026, the CBP launched Phase 1 of ~~packaging~~a process for submitting IEEPA refund claims. We onsubmitted ~~certain~~Phase of1 ~~our~~refund ~~products~~claims in May 2026 totaling $6.0 million, a small portion of which were accepted by the ~~air~~CBP prior to May 31, 2026. As of May 31, 2026, we concluded that $1.9 million of tariff refunds were probable of being recovered and ~~water~~recorded a receivable within prepaids and other current assets, along with corresponding reductions to “Cost of goods sold” of $1.8 million and inventory of $0.1 million in our

1511

Table of Contents

~~filtration~~condensed ~~categories~~consolidated ~~and~~financial astatements. The ~~limited~~tariff ~~subset~~refunds ofrecognized ~~humidifier~~during ~~products within~~ the ~~Beauty~~first &quarter ~~Wellness~~of ~~segment~~fiscal ~~that~~2027 ~~are~~were ~~sold~~all inrelated ~~the~~to ~~U.S. The~~our ~~EPA~~Home ~~did~~& ~~not~~Outdoor ~~raise any product quality, safety or performance issues~~segment. AsSubsequent ato ~~result~~the offirst ~~these~~quarter ~~packaging~~of ~~compliance~~fiscal ~~discussions~~2027, wein ~~voluntarily~~June ~~implemented~~2026, awe ~~temporary~~submitted ~~stop~~additional ~~shipment~~Phase ~~action~~1 onrefund ~~the~~claims ~~impacted~~totaling ~~products~~$3.2 asmillion werelated ~~worked~~to ~~with~~our ~~the~~Beauty ~~EPA~~& ~~towards~~Wellness ~~an expedient resolution~~segment. WeOn ~~resumed~~June ~~normalized~~29, ~~levels~~2026, ofCBP ~~shipping~~launched Phase 2 of the ~~affected~~IEEPA ~~inventory~~refund ~~during~~claims ~~fiscal 2022~~process, ~~and~~which we ~~completed~~are ~~the~~in ~~repackaging~~process ~~and relabeling~~ of ~~our existing inventory of impacted products during fiscal 2023~~preparing. ~~Additionally,~~As ~~as a result~~ of ~~continuing~~July ~~dialogue~~1, ~~with the EPA~~2026, we ~~executed~~received ~~further~~partial ~~repackaging~~payments ~~and~~totaling ~~relabeling~~$1.6 ~~plans~~million onfor ~~certain~~our ~~additional~~Phase ~~humidifier~~1 ~~products~~tariff refunds and ~~certain~~an ~~additional~~immaterial ~~air~~amount ~~filtration~~of ~~products, which were also completed during fiscal 2023~~interest. ~~Ongoing~~The ~~settlement~~Company ~~discussions~~will ~~with~~continue ~~the EPA related~~ to ~~this~~monitor ~~matter~~regulatory ~~may~~guidance ~~result~~regarding in the ~~imposition~~refund ofprocess ~~fines~~and orwill ~~penalties~~recognize inadditional ~~the~~recoveries ~~future. Such~~when ~~potential~~the ~~fines~~right ~~or penalties cannot be reasonably estimated. For additional information refer~~ to ~~Part~~receipt I,becomes ~~Item 2~~probable.~~, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including “EPA Compliance Costs.”~~

~~Note~~EPA 10Regulatory ~~- Long-Term Debt~~Matter

During fiscal 2022 and 2023, we were in discussions with the U.S. Environmental Protection Agency (the “EPA”) regarding the compliance of packaging and labeling claims on certain of our products in the air and water filtration and humidification categories within the Beauty & Wellness segment that are sold in the U.S. The EPA did not raise any product quality, safety or performance issues. As a result of these packaging and labeling compliance discussions, we completed the repackaging and relabeling of impacted products during fiscal 2023. We continue to have ongoing settlement discussions with the EPA related to this matter. As of February 28, 2026, we accrued an estimated liability of $4.4 million, which represents our best estimate of probable settlement costs related to this matter. For additional information refer to Part I, Item 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including “EPA Compliance Costs.”

Note 9 - Long-Term Debt

A summary of our long-term debt follows:

(in thousands)	~~November~~May 3031, ~~2025~~2026		February 28, ~~2025~~2026
Credit Agreement (1):
Revolving loans	$	~~415~~249,~~499~~380	$	~~678~~308,~~100~~200
Term loans	~~482~~471,~~032~~094		~~243~~477,~~750~~344
Total borrowings under Credit Agreement	~~897~~720,~~531~~474		~~921~~785,~~850~~544
Unamortized prepaid financing fees	(54,~~138~~327)		(4,~~956~~733)
Total long-term debt	~~892~~716,~~393~~147		~~916~~780,~~894~~811
Less: current maturities of long-term debt	(2325,~~438~~000)		(925,~~375~~000)
Long-term debt, excluding current maturities	$	~~868~~691,~~955~~147	$	~~907~~755,~~519~~811

(1)The weighted average interest rates on borrowings outstanding under the Credit Agreement (defined below) inclusive of the impact of our interest rate swaps as of ~~November~~May 3031, ~~2025~~2026 and February 28, ~~2025~~2026 were 5.86% and 5.67%, respectively.

Credit Agreement

OnWe ~~February~~have ~~15,~~an ~~2024,~~amended ~~we entered into a~~ credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, and other lenders that provides for aggregate commitments of $1.525 billion, which are available through (i) a $~~1.0~~750 ~~billion~~million revolving credit facility, which includes a $50 million sublimit for the issuance of letters of credit, (ii) a $250 million term loan facility, and (iii) a ~~committed~~ $250 million delayed draw term loan facility~~, which permitted multiple drawdowns until August 15, 2025~~. Proceeds can be used for working capital and other general corporate purposes, including funding permitted acquisitions. At the closing date, February 15, 2024, we borrowed $457.5 million under the revolving credit facility and $250.0 million under the term loan facility and utilized the proceeds to repay all debt outstanding under our prior credit agreement. During the first quarter of fiscal 2026, we borrowed $250.0 million under the delayed draw term loan facility and utilized the proceeds to repay debt outstanding under the revolving credit facility. During the first quarter of fiscal 2026, we capitalized $0.4 million of lender fees and a de minimis amount of third-party fees incurred in connection with the delayed draw term loan facility borrowing, which were recorded as prepaid financing fees in long-term debt. The Credit Agreement matures on February 15, 2029. The Credit Agreement includes an accordion feature, which permits the Company to request to increase its borrowing capacity by an additional $300 million plus an unlimited amount when the Leverage Ratio (as defined in the Credit Agreement) on a pro-forma basis is less than 3.25 to 1.00. The term loans are payable at the end of each fiscal quarter in equal installments of 0.625% through February 28, 2025, 0.9375% through February 28, 2026, and 1.25% thereafter of the original principal balance of the term loans, which began in the first quarter of fiscal 2025 for the term loan facility and began in the second quarter of fiscal 2026 for the delayed draw term loan facility, with the remaining balance due at the maturity date. Borrowings under the Credit Agreement bear

1612

Table of Contents

unlimited amount when the Leverage Ratio (as defined in the Credit Agreement), on a pro-forma basis, is less than 3.25 to 1.00. The term loans and delayed draw term loans are currently payable at the end of each fiscal quarter in equal installments of 1.25% of the original principal balance, with the remaining balance due at the maturity date. Borrowings under the Credit Agreement bear floating interest at either the Base Rate or Term SOFR (as defined in the Credit Agreement), plus a margin based on the Net Leverage Ratio (as defined in the Credit Agreement) of 0% to 1.~~125~~375% and 1.0% to 2.~~125~~375% for Base Rate and Term SOFR borrowings, respectively. We also incur loan commitment and letter of credit fees under the Credit Agreement ranging from 0.1% to 0.45% per annum and 1.0% to 2.375% per annum, respectively, based on our Net Leverage Ratio.

The floating interest rates on our borrowings under the Credit Agreement are hedged with interest rate swaps to effectively fix interest rates on $~~625~~425 million and $~~550~~325 million of the outstanding principal balance under the Credit Agreement as of ~~November~~May 3031, ~~2025~~2026 and February 28, ~~2025~~2026, respectively. The weighted average interest rate on borrowings hedged with interest rate swaps was 3.3% as of both May 31, 2026 and February 28, 2026. The Term SOFR interest rates as of May 31, 2026 and February 28, 2026 were 3.6% and 3.7%, respectively. See Notes 1110, 1211, and 1312 for additional information regarding our interest rate swaps.

InAs ~~connection with the acquisition~~ of ~~Olive~~May &31, ~~June~~2026, wethe ~~provided~~balance ~~notice~~ of aoutstanding ~~Qualified~~letters ~~Acquisition~~of ~~(as~~credit ~~defined~~was in$9.5 million, the ~~Credit~~amount ~~Agreement)~~available ~~and~~for ~~borrowed~~revolving ~~$235.0~~loans ~~million~~ under ~~our~~the Credit Agreement towas ~~fund the acquisition initial cash consideration~~$491. ~~The~~2 ~~exercise~~million, ofand the ~~Qualified~~amount ~~Acquisition~~available ~~notice~~per ~~triggered temporary adjustments to~~ the maximum Leverage Ratio, ~~which~~ was 3$168.505 million. Covenants toin ~~1.00~~the ~~before~~Credit Agreement limit the ~~impact~~amount of ~~the~~total ~~qualified~~indebtedness ~~acquisition~~we ~~notice~~can incur. As ~~a result~~ of ~~the~~May ~~Qualified~~31, ~~Acquisition notice~~2026, ~~commencing~~these atcovenants ~~the~~effectively ~~beginning~~limited of our ~~fourth~~ability ~~quarter~~to ofincur ~~fiscal~~more ~~2025,~~than ~~the maximum Leverage Ratio was 4~~$168.505 tomillion ~~1.00~~of ~~through November 30, 2025. For~~ additional ~~information~~debt onfrom ~~the~~all ~~acquisition~~sources, ~~see~~including ~~Note~~the 4Credit Agreement.

On November 25, 2025, we entered into an amendment to the Credit Agreement (the “Amendment”), which provides for the following:

•Reduces the commitment under the revolving credit facility from $1.0 billion to $750.0 million;

•Adds a maximum tier level pursuant to which, if the Net Leverage Ratio is greater than or equal to 4.00 to 1.00, then borrowings under the Credit Agreement bear floating interest at either the Base Rate or Term SOFR, plus a margin of 1.375% and 2.375% for Base Rate and Term SOFR borrowings, respectively, plus a credit spread of 0.10% for Term SOFR borrowings;

•Amends the minimum Interest Coverage Ratio financial covenant to replace the numerator with a Consolidated EBITDA measure instead of a Consolidated EBIT measure (as those terms are defined in the Credit Agreement);

•Amends the maximum Leverage Ratio financial covenant so that it is not permitted to be greater than as set forth below as of the end of the fiscal quarter:

Fiscal Quarter Ending			MaximumLeverage Ratio
November 30, 2025			4.50 to 1.00
February 28, 2026 through August 31, 2026			4.50 to 1.00
November 30, 2026			4.00 to 1.00
February 28, 2027 through May 31, 2027			3.75 to 1.00
August 31, 2027 and each fiscal quarter thereafter			3.50 to 1.00

We may elect to use the Leverage Holiday (as defined in the Credit Agreement) in connection with the consummation of a Qualified Acquisition after August 31, 2027, if we are in compliance with the terms of the Credit Agreement and meet the other terms and conditions relating to a Qualified Acquisition.

•Until August 31, 2027, the following negative covenants are reduced, as described in the Amendment, a general investments basket, an unsecured indebtedness basket and the Permitted Receivables Financings (as defined in the Credit Agreement) basket.

In connection with the Amendment, we recognized a $0.9 million charge within interest expense to write-off unamortized prepaid financing fees related to the revolver due to the reduced commitment and capitalized $1.0 million of lender and third-party fees during the third quarter of fiscal 2026, which were recorded as prepaid financing fees in long-term debt.

Table of Contents

As of November 30, 2025, the balance of outstanding letters of credit was $9.5 million, the amount available for revolving loans under the Credit Agreement, as amended, was $334.5 million and the amount available per the maximum Leverage Ratio was $135.6 million. Covenants in the Credit Agreement, as amended, limit the amount of total indebtedness we can incur. As of November 30, 2025, these covenants effectively limited our ability to incur more than $135.6 million of additional debt from all sources, including the Credit Agreement, as amended.

Debt Covenants

As of ~~November~~May 3031, ~~2025~~2026, we were in compliance with all covenants as defined under the terms of the Credit Agreement~~, as amended~~.

Note 1110 - Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques under the accounting guidance related to fair value measurements are based on observable and unobservable inputs. These inputs are classified into the following hierarchy:

Level 1:Quoted prices for identical assets or liabilities in active markets;

Level 2:Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable; and

Level 3:Unobservable inputs that reflect the reporting entity’s own assumptions.

Table of Contents

Recurring Fair Value Measurements

All of our financial assets and liabilities, except for our investments in U.S. Treasury Bills and our contingent consideration liability, are classified as Level 2 because their valuation is dependent on observable inputs and other quoted prices for similar assets or liabilities, or model-derived valuations whose significant value drivers are observable. Our investments in U.S. Treasury Bills are classified as Level 1 because their value is based on quoted prices in active markets for identical assets. Our contingent consideration liability is classified as Level 3 because its valuation is primarily based on a significant input unobservable in the market, specifically, projected adjusted EBITDA derived from internal forecasts.

Table of Contents

The following table presents the fair value of our financial assets and liabilities:

	Fair Value
(in thousands)	~~November~~May 3031, ~~2025~~2026		February 28, ~~2025~~2026
Assets:
Cash equivalents (money market accounts)	$	36,~~523~~655	$	34,~~852~~189
U.S. Treasury Bills	11,~~694~~138		11,~~268~~175
Interest rate swaps	~~363~~1,729		~~1,065~~381
Foreign currency derivatives	1,~~059~~202		~~2,163~~375
Total assets	$	1620,~~639~~724	$	1816,~~348~~120
Liabilities:
Interest rate swaps	$	~~288~~—	$	~~221~~196
Contingent consideration	~~4,800~~400		45,~~100~~400
Foreign currency derivatives	21,~~877~~563		~~119~~2,954
Total liabilities	$	71,~~965~~963	$	48,~~440~~550

All of our financial assets and liabilities, except for our investments in U.S. Treasury Bills, are measured and recorded at fair value on a recurring basis. Our investments in U.S. Treasury Bills are recorded at amortized cost. As of ~~November~~May 3031, ~~2025~~2026 and February 28, ~~2025~~2026, the current carrying amounts of our U.S. Treasury Bills were $2.65 million and $2.56 million, respectively, and were included within prepaid expenses and other current assets in our condensed consolidated balance sheets. As of ~~November~~May 3031, ~~2025~~2026 and February 28, ~~2025~~2026, the non-current carrying amounts of our U.S. Treasury Bills were $8.96 million and $8.75 million, respectively, and were included within other assets in our condensed consolidated balance sheets.

The carrying amounts of cash and cash equivalents, accounts payable, accrued expenses and other current liabilities and income taxes receivable and payable approximate fair value because of the short maturity of these items. The carrying amounts of receivables approximate fair value due to the effect of the related allowance for credit losses. The carrying amount of our floating rate long-term debt approximates its fair value.

Our investments in U.S. Treasury Bills are classified as held-to-maturity because we have the positive intent and ability to hold the securities to maturity. We invest in U.S. Treasury Bills with maturities ranging from ~~one~~two to five years. As of ~~both~~May ~~November 30~~31, ~~2025~~2026 and February 28, ~~2025~~2026, gross unrealized gains were immaterial and $0.1 million, respectively, and losses were not material for both periods. During both the three ~~and nine~~ months ended ~~November~~May 3031, 2026 and 2025, we recognized interest income on these investments of $0.1 million ~~and $0.4 million~~, ~~respectively,~~ which is included in “Non-operating income, net” in our condensed consolidated statements of income (loss) ~~income~~. ~~During the three and nine months ended November 30, 2024, we recognized interest income on these investments of $0.1 million and $0.2 million, respectively.~~

We use foreign currency forward contracts to manage our exposure to changes in foreign currency exchange rates. In addition, we use interest rate swaps to manage our exposure to changes in interest rates. All of our derivative assets and liabilities are recorded at fair value. See Notes 12 and 13 for more information on our derivatives.14

Table of Contents

~~estimated~~We ~~fair~~use ~~value~~foreign ofcurrency ~~the~~forward ~~contingent~~contracts ~~consideration~~to ofmanage ~~$4.1 million, of which $1.8 million and $2.3 million was included within accrued expenses and other current liabilities and other liabilities, non-current, respectively, in~~ our ~~condensed~~exposure ~~consolidated~~to ~~balance sheet. This contingent consideration liability is remeasured at fair value each reporting period until the contingency is resolved, with~~ changes in ~~fair~~foreign ~~value~~currency ~~recognized~~exchange ~~in SG&A~~rates. AsIn ~~of November 30~~addition, ~~2025,~~we ~~the~~use ~~estimated~~interest ~~fair~~rate ~~value~~swaps ofto ~~the~~manage contingent consideration liability was $4.8 million, of which $4.4 million and $0.4 million was included within accrued expenses and other current liabilities and other liabilities, non-current, respectively, in our ~~condensed~~exposure ~~consolidated~~to ~~balance~~changes ~~sheet. This increase of $0.7 million from the acquisition date fair value was recognized~~ in ~~SG&A~~interest during the third quarter of fiscal 2026. The fair value of the contingent consideration liability was determined using a Monte Carlo simulation model, which utilizes projected adjusted EBITDA and corresponding volatility and discount rates ~~to estimate the probability of the adjusted EBITDA targets being achieved~~. ~~The~~All ~~projected adjusted EBITDA during the earn-out period was derived from internal forecasts and represents a Level 3 input, and was discounted using an estimated discount rate~~ of ~~14%~~our ~~and~~derivative ~~13%~~assets ~~as of November 30, 2025~~ and ~~February~~liabilities ~~28,~~are ~~2025,~~recorded ~~respectively. Adjusted~~at ~~EBITDA~~fair volatility was calculated based upon peer companies, and the third quartile of 47% and 33% was selected as a key input into the Monte Carlo simulation model as of November 30, 2025 and February 28, 2025, respectivelyvalue. InSee ~~the~~Notes ~~simulated~~11 ~~scenarios where a payment is earned, the projected contingent payments were discounted using an estimated credit risk discount rate of 6.9%~~ and ~~6.5%,~~12 asfor ofmore ~~November~~information ~~30,~~on ~~2025~~our ~~and February 28, 2025, respectively~~derivatives. ~~Changes in these inputs may result in a significant increase or decrease in the fair value of the contingent consideration liability with a corresponding impact to SG&A.~~

In connection with the acquisition of Olive & June in December 2024, we recognized contingent consideration, as a result of the total purchase consideration including contingent cash consideration of up to $15.0 million payable annually in three equal installments subject to Olive & June achieving certain adjusted EBITDA targets during calendar years 2025, 2026 and 2027. If the annual adjusted EBITDA target is not met, no payment is required. As of the acquisition date, we recorded a liability for the estimated fair value of the contingent consideration of $4.1 million. This contingent consideration liability is remeasured at fair value each reporting period until the contingency is resolved, with changes in fair value recognized in SG&A. The fair value of the contingent consideration liability was determined using a Monte Carlo simulation model, which utilizes projected adjusted EBITDA and corresponding volatility and discount rates to estimate the probability of the adjusted EBITDA targets being achieved. The projected adjusted EBITDA during the earn-out period was derived from internal forecasts and represents a Level 3 input, and was discounted using an estimated discount rate of 14% and 13% as of May 31, 2026 and February 28, 2026, respectively. Adjusted EBITDA volatility was calculated based upon peer companies, and the third quartile of 33% and 41% was selected as a key input into the Monte Carlo simulation model as of May 31, 2026 and February 28, 2026, respectively. In the simulated scenarios where a payment is earned, the projected contingent payments were discounted using an estimated credit risk discount rate of 6.9% and 6.6%, as of May 31, 2026 and February 28, 2026, respectively. Changes in these inputs may result in a significant increase or decrease in the fair value of the contingent consideration liability with a corresponding impact to SG&A.

Level 3 Fair Value Measurements

The following table presents the changes in our Level 3 contingent consideration liability:

	Three Months Ended November 30,				Nine Months Ended November 30,
			Three Months Ended May 31,
(in thousands)	~~2025~~		~~2024~~		~~2025~~2026		~~2024~~2025
Balance at beginning of period	$	~~4,100~~	$	—	$	45,~~100~~400	$	—4,100
Changes in fair value (1)	700		—		700		—
Changes in fair value					—		—
Balance at end of period	$	4,800	$	—	$	4,800	$	—
Settlements (1)					(5,000)		—
Balance at end of period (2)					$	400	$	4,100

(1)Represents ~~Reflects~~a ancontingent ~~increase~~consideration inpayment ~~the estimated fair value~~ of ~~our~~$5.0 million ~~contingent~~in ~~consideration~~April ~~liability,~~2026 ~~which~~based ~~was~~on ~~recognized~~Olive ~~in SG~~&A ~~during~~June’s ~~the~~achievement ~~three~~of ~~and~~the ~~nine~~adjusted ~~months~~EBITDA ~~ended~~target ~~November~~for ~~30,~~calendar year 2025.

~~Non~~(2)As of May 31, 2026 and May 31, 2025, the estimated fair value of the contingent consideration liability was $0.4 million and $4.1 million, respectively, of which $0.3 million and $1.8 million was included within accrued expenses and other current liabilities, respectively, and $0.1 million and $2.3 million was included within other liabilities, non-~~Recurring~~current, ~~Fair~~respectively, ~~Value~~in ~~Measurements~~our condensed consolidated balance sheet.

~~Assets~~Note ~~remeasured~~11 ~~to fair value on a non~~-~~recurring~~ ~~basis~~Financial ~~during~~Instruments ~~the nine months ended November 30, 2025 represent goodwill, indefinite-lived intangible assets~~ and ~~definite-lived~~Risk ~~intangible assets, which were impaired. We did not remeasure any assets to fair value on a non-recurring basis during the nine months ended November 30, 2024.~~ Management

The following table presents the remaining carrying value of the assets that were remeasured to fair value on a non-recurring basis:

			Fair Value Measurements						Fiscal 2026 Asset Impairment Charges
(in thousands)	November 30, 2025		Level 1		Level 2		Level 3
Goodwill	$	530,186	$	—	$	—	$	530,186	$	648,600
Indefinite-lived intangible assets	264,600		—		—		264,600		97,000
Definite-lived intangible assets	133,927		—		—		133,927		61,085
Total	$	928,713	$	—	$	—	$	928,713	$	806,685

Table of Contents

During the nine months ended November 30, 2025, our impairment testing resulted in impairment charges of $648.6 million, $97.0 million and $61.1 million to reduce the carrying values of our goodwill, indefinite-lived intangible assets and definite-lived intangible assets, respectively, to their estimated fair values of $530.2 million, $264.6 million and $133.9 million, respectively. Refer to Note 5 for additional information on the assets impaired and their remaining carrying values as of November 30, 2025.

We estimate the fair value of our reporting units using an income approach based upon projected future DCF Model. Under the DCF Model, the fair value of each reporting unit is determined based on the present value of estimated future cash flows, discounted at a risk-adjusted rate of return. We use internal forecasts and strategic long-term plans to estimate future cash flows, including net sales revenue, gross profit margin, and earnings before interest and taxes margins. Other key estimates used in the DCF Model include, but are not limited to, discount rates, statutory tax rates, terminal growth rates, as well as working capital and capital expenditures needs. The discount rates are based on a weighted-average cost of capital utilizing industry market data of our peer group companies. Accordingly, this fair value measurement is classified as Level 3 since it is based primarily upon unobservable inputs that reflect management’s assumptions.

We estimate the fair value of our trade names and trademark licenses using the relief from royalty method income approach which is based upon a DCF Model. The relief-from-royalty method estimates the fair value of a trade name or trademark license by discounting the hypothetical avoided royalty payments to their present value over the economic life of the asset. We estimate the fair value of our customer relationships and lists using the distributor method income approach which is based upon a DCF Model. The distributor method uses financial margin information for distributors within the applicable industry and most representative of the Company to estimate a royalty rate. The determination of fair value using these methods entails a significant number of estimates and assumptions, which require management judgment, and include net sales revenue growth rates, discount rates, royalty rates, residual growth rates (as applicable) and customer attrition rates (as applicable). We use internal forecasts and strategic long-term plans to estimate net sales revenue growth rates and royalty rates. We utilize a constant growth model to determine the residual growth rates which are based upon long-term industry growth expectations and long-term expected inflation. Accordingly, this fair value measurement is classified as Level 3 since it is based primarily upon unobservable inputs that reflect management’s assumptions. The most significant unobservable input (Level 3) used to estimate the fair value of our indefinite-lived intangible assets and our definite-lived intangible assets as of November 30, 2025 was a royalty rate that ranged from 0.3% to 5.5%.

For additional information regarding the testing and analysis performed, refer to Note 5 and “Critical Accounting Policies and Estimates” in Item 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Note 12 - Financial Instruments and Risk Management

Foreign Currency Risk

The U.S. Dollar is the functional currency for the Company and all of its subsidiaries and is also the reporting currency for the Company. By operating internationally, we are subject to foreign currency risk from transactions denominated in currencies other than the U.S. Dollar (“foreign currencies”). Such transactions include sales and operating expenses. As a result of such transactions, portions of our cash, accounts receivable and accounts payable are denominated in foreign currencies. Approximately 14% and 15% of our net sales revenue was denominated in foreign currencies during the three and nine months ended November 30, 2025, respectively, compared to 14% for both periods last year, respectively. These sales were primarily denominated in Euros, British Pounds and Canadian Dollars.

2115

Table of Contents

15% and 16% of our net sales revenue was denominated in foreign currencies during the three months ended May 31, 2026 and 2025, respectively. These sales were primarily denominated in Euros, British Pounds and Canadian Dollars. We make most of our inventory purchases from manufacturers in Asia and primarily use the U.S. Dollar for such purchases.

In our condensed consolidated statements of income (loss) ~~income~~, foreign currency exchange rate gains and losses resulting from the remeasurement of foreign income tax receivables and payables and deferred income tax assets and liabilities are recognized in income tax ~~(benefit)~~ expense, and all other foreign currency exchange rate gains and losses are recognized in SG&A. During the three ~~and nine~~ months ended ~~November~~May 3031, 2026 and 2025, we recorded a foreign currency exchange rate net ~~losses~~loss of ~~$0.7 million~~an immaterial amount and ~~gains~~a net gain of $86.86 million, respectively, in income tax expense~~, compared to net losses of $0~~.~~5 million and $0.8 million for the same periods last year, respectively.~~ During the three ~~and nine~~ months ended ~~November~~May 3031, 2026 and 2025, we recorded a foreign currency exchange rate net ~~losses~~loss of $0.35 million and a net ~~gains~~gain of $1.87 million, respectively, in SG&A~~, compared to net losses of $1~~.~~4 million and $0.8 million for the same periods last year, respectively.~~ We mitigate certain foreign currency exchange rate risk by using forward contracts to protect against the foreign currency exchange rate risk inherent in our transactions denominated in foreign currencies. We do not enter into any derivatives or similar instruments for trading or other speculative purposes. Certain of our forward contracts are designated as cash flow hedges (“foreign currency contracts”) and are recorded on the balance sheet at fair value with changes in fair value recorded in Other Comprehensive Income (Loss) (“OCI”) until the hedge transaction is settled, at which point amounts are reclassified from Accumulated Other Comprehensive Income (Loss) ~~Income~~ (“AOCI”) to our condensed consolidated statements of income (loss) ~~income~~. Foreign currency derivatives for which we have not elected hedge accounting consist of certain forward contracts, and any changes in the fair value of these derivatives are recorded in our condensed consolidated statements of income (loss) ~~income~~. These undesignated derivatives are used to hedge monetary net asset and liability positions. Cash flows from our foreign currency derivatives are classified as cash flows from operating activities in our condensed consolidated statements of cash flows, which is consistent with the classification of the cash flows from the underlying hedged item. We evaluate our derivatives designated as cash flow hedges each quarter to assess hedge effectiveness.

Interest Rate Risk

Interest on our outstanding debt as of ~~November~~May 3031, ~~2025~~2026 and February 28, ~~2025~~2026 is based on variable floating interest rates. If short-term interest rates increase, we will incur higher interest expense on any future outstanding balances of floating rate debt. Floating interest rates are hedged with interest rate swaps to effectively fix interest rates on a portion of our outstanding principal balance under the Credit Agreement, which totaled $~~897~~720.5 million and $~~921~~785.95 million as of ~~November~~May 3031, ~~2025~~2026 and February 28, ~~2025~~2026, respectively. As of ~~November~~May 3031, ~~2025~~2026 and February 28, ~~2025~~2026, $~~625~~425 million and $~~550~~325 million of the outstanding principal balance under the Credit Agreement, respectively, was hedged with interest rate swaps to fix the interest rate we pay. Our interest rate swaps are designated as cash flow hedges and are recorded on the balance sheet at fair value with changes in fair value recorded in OCI until the hedge transaction is settled, at which point amounts are reclassified from AOCI to our condensed consolidated statements of income (loss) ~~income~~. Cash flows from our interest rate swaps are classified as cash flows from operating activities in our condensed consolidated statements of cash flows, which is consistent with the classification of the cash flows from the underlying hedged item. We evaluate our derivatives designated as cash flow hedges each quarter to assess hedge effectiveness.

2216

Table of Contents

The following tables summarize the fair values of our derivative instruments as of the end of the periods presented:

(in thousands)	~~November~~May 3031, ~~2025~~2026
Derivatives designated as hedging instruments	HedgeType	FinalSettlement Date	Notional Amount		PrepaidExpensesand OtherCurrent Assets		Other Assets		AccruedExpensesand OtherCurrent Liabilities		OtherLiabilities, Non- Current
Forward contracts - sell Euro	Cash flow	81/~~2027~~2028	€	8160,~~600~~500	$	~~261~~697	$	~~366~~273	$	~~1,885~~304	$	35—
Forward contracts - sell Canadian Dollars	Cash flow	210/2027	$	3732,~~100~~750	97121		5620		~~133~~117		23—
Forward contracts - sell Pounds	Cash flow	122/~~2027~~2028	£	3628,~~650~~750	27—		~~179~~37		~~586~~945		~~174~~6
Forward contracts - sell Norwegian Kroner	Cash flow	28/2027	kr	3852,~~000~~500	411		10—		38159		3—
Interest rate swaps (1)	Cash flow	8/2027	$	725,000	329		34		252		36
Forward contracts - sell Mexican Pesos	Cash flow	2/2028	$	162,500	6		—		—		5
Subtotal					755		645		2,894		271
Interest rate swaps	Cash flow	8/2027	$	425,000	1,489		240		—		—
Subtotal					2,314		570		1,525		11
Derivatives not designated under hedge accounting
Forward contracts - sell Euro	(21)	126/~~2025~~2026	€	56,~~020~~670	—47		—		—		—
Forward contracts - buy Pounds	(21)	126/~~2025~~2026	£	23,~~200~~551	22—		—		—27		—
Subtotal					2247		—		—27		—
Total fair value					$	~~777~~2,361	$	~~645~~570	$	21,~~894~~552	$	~~271~~11

(in thousands)	February 28, ~~2025~~2026
Derivatives designated as hedging instruments	Hedge Type	FinalSettlement Date	Notional Amount		PrepaidExpensesand OtherCurrent Assets		Other Assets		AccruedExpensesand OtherCurrent Liabilities		OtherLiabilities Non- Current
Forward contracts - sell Euro	Cash flow	211/~~2026~~2027	€	3567,000	$	~~1,266~~149	$	—137	$	—1,239	$	—
Forward contracts - sell Canadian Dollars	Cash flow	210/~~2026~~2027	$	829,~~000~~600	3823		—8		—330		—
Forward contracts - sell Pounds	Cash flow	212/~~2026~~2027	£	2432,~~950~~000	~~788~~—		—33		991,174		—42
Forward contracts - sell Norwegian Kroner	Cash flow	82/~~2025~~2027	kr	1030,000	71—		—		—156		—
Interest rate swaps	Cash flow	8/2026	$	550,000	763		302		221		—
Interest rate swaps (2)	Cash flow	8/2027	$	425,000	381		—		130		66
Subtotal					~~2,926~~553		~~302~~178		~~320~~3,029		—108
Derivatives not designated under hedge accounting
Forward contracts - sell Euro	(21)	3/~~2025~~2026	€	~~680~~6,764	—25		—		2—		—
Forward contracts - sell Pounds	(2)	3/2025	£	1,280	—		—		18		—
Forward contracts - buy Pounds	(1)	3/2026	£	787	—		—		13		—
Subtotal					—25		—		2013		—
Total fair value					$	~~2,926~~578	$	~~302~~178	$	~~340~~3,042	$	—108

(1)~~Includes~~These a forward~~-starting~~ ~~interest~~contracts, ~~rate~~for ~~swap~~which ~~agreement~~we ~~with~~have anot ~~notional~~elected ~~amount~~hedge ofaccounting, ~~$100 million~~hedge ~~that~~monetary ~~becomes~~net ~~effective~~asset onand ~~March~~liability 1positions for the notional amounts reported, ~~2026~~creating an economic hedge against currency movements.

(2)~~These~~Includes a forward-starting ~~contracts,~~interest ~~for~~rate ~~which~~swap weagreement ~~have~~with ~~not~~a ~~elected~~notional ~~hedge~~amount ~~accounting,~~of ~~hedge~~$100 million ~~monetary~~that ~~net~~became ~~asset~~effective ~~and~~on ~~liability~~March ~~positions for the notional amounts reported~~1, ~~creating an economic hedge against currency movements~~2026.

2317

Table of Contents

The pre-tax effects of derivative instruments designated as cash flow hedges were as follows for the periods presented:

Three Months Ended November 30,

Three Months Ended May 31,

Gain (Loss)Recognized in AOCI

Gain (Loss) Reclassified from AOCI into Income

(in thousands)

~~2025~~2026

~~2024~~2025

Location

~~2025~~2026

~~2024~~2025

Foreign currency contracts - cash flow hedges

31,~~644~~811

3(9,~~607~~707)

Sales revenue, net

(~~2,034~~399)

(4723)

Interest rate swaps - cash flow hedges

~~174~~1,942

32,~~788~~613

Interest expense

~~736~~398

~~1,262~~928

Total

3,~~818~~753

(7,~~395~~094)

(1~~,298~~)

~~1,258~~205

	Nine Months Ended November 30,
	Gain (Loss)Recognized in AOCI				Gain (Loss) Reclassified from AOCI into Income
(in thousands)	2025		2024		Location	2025		2024
Foreign currency contracts - cash flow hedges	$	(8,431)	$	2,182	Sales revenue, net	$	(4,527)	$	(13)
Interest rate swaps - cash flow hedges	2,044		2,545		Interest expense	2,813		3,311
Total	$	(6,387)	$	4,727		$	(1,714)	$	3,298

The pre-tax effects of derivative instruments not designated under hedge accounting were as follows for the periods presented:

Gain (Loss) Recognized in Income

Three Months Ended November 30,

Nine Months Ended November 30,

Three Months Ended May 31,

(in thousands)

Location

~~2025~~

~~2024~~

~~2025~~2026

~~2024~~2025

Forward contracts

SG&A

~~(96)~~

~~(67)~~

~~(601)~~92

21(336)

Total

~~(96)~~

~~(67)~~

~~(601)~~92

21(336)

We expect a net ~~loss~~gain of $20.18 million associated with foreign currency contracts and interest rate swaps currently recorded in AOCI to be reclassified into income over the next twelve months. The amount ultimately realized, however, will differ as exchange rates and interest rates change and the underlying contracts settle. See Notes 1110 and 1312 for more information.

Counterparty Credit Risk

Financial instruments, including foreign currency contracts, forward contracts and interest rate swaps, expose us to counterparty credit risk for non-performance. We manage our exposure to counterparty credit risk by only dealing with counterparties who are substantial international financial institutions with significant experience using such derivative instruments. We believe that the risk of incurring credit losses is remote.

2418

Table of Contents

Note 1312 - Accumulated Other Comprehensive Income (Loss)

The changes in AOCI by component and related tax effects for the periods presented were as follows:

(in thousands)	InterestRate Swaps		ForeignCurrencyContracts		Total
Balance at February 29, 2024	$	1,917	$	182	$	2,099
Other comprehensive income before reclassification	2,545		2,182		4,727
Amounts reclassified out of AOCI	(3,311)		13		(3,298)
Tax effects	179		(464)		(285)
Other comprehensive (loss) income	(587)		1,731		1,144
Balance at November 30, 2024	$	1,330	$	1,913	$	3,243
Balance at February 28, 2025	$	646	$	1,632	$	2,278
Other comprehensive income (loss) before reclassification	2,~~044~~613		(89,~~431~~707)		(67,~~387~~094)
Amounts reclassified out of AOCI	(~~2,813~~928)		~~4,527~~723		~~1,714~~(205)
Tax effects	~~179~~(393)		~~812~~1,936		~~991~~1,543
Other comprehensive loss	(590)		(3,092)		(3,682)
Other comprehensive income (loss)	1,292		(7,048)		(5,756)
Balance at November 30, 2025	$	56	$	(1,460)	$	(1,404)
Balance at May 31, 2025	$	1,938	$	(5,416)	$	(3,478)
Balance at February 28, 2026	$	141	$	(2,018)	$	(1,877)
Other comprehensive income before reclassification	1,942		1,811		3,753
Amounts reclassified out of AOCI	(398)		399		1
Tax effects	(358)		(392)		(750)
Other comprehensive income	1,186		1,818		3,004
Balance at May 31, 2026	$	1,327	$	(200)	$	1,127

See Notes 1110 and 1211 for additional information regarding our cash flow hedges.

Note 1413 - Segment and Geographic Information

Segment Information

We operate through two strategic business divisions, each comprised of operating segments organized by our brands and product lines. Operating segments with similar economic and qualitative characteristics are aggregated into our two reportable segments, which align with our strategic business divisions. Our two reportable segments consist of Home & Outdoor and Beauty & Wellness. For additional information on our segments refer to Note 1.

Segment financial information is prepared in accordance with GAAP and our significant accounting policies described in Note 1 of our Form 10-K. Resources are allocated and performance is assessed using segment operating income by our Chief Executive Officer, whom we have determined to be our Chief Operating Decision Maker (“CODM”). Our CODM utilizes segment operating income when making decisions about allocating capital and personnel to the segments, predominantly in the annual budget and quarterly forecasting processes. In addition, our CODM uses operating income, including comparison of actual results to budget and forecast, in assessing the performance of each segment and in evaluating product pricing, distribution strategies and marketing investments. Our CODM reviews balance sheet information at a consolidated level. We compute segment operating income based on net sales revenue, less cost of goods sold, SG&A, asset impairment charges and restructuring charges. The SG&A used to compute each segment’s operating income is directly associated with the segment, plus shared services and corporate overhead expenses that are allocable to the segment. We do not allocate non-operating income and expense, including interest or income taxes, to operating segments.

2519

Table of Contents

The following tables summarize reportable segment information with a reconciliation to our condensed consolidated results for the periods presented:

	Three Months Ended November 30, 2025
	Three Months Ended May 31, 2026
(in thousands)	Home & Outdoor		Beauty & Wellness ~~(1)~~		Total
Sales revenue, net	$	~~229~~194,~~637~~923	$	~~283~~207,192	$	~~512~~402,~~829~~115
Less: (2)
Less: (1)
Cost of goods sold	~~117~~98,~~355~~505		~~155~~118,~~130~~755		~~272~~217,~~485~~260
Operating expense (3)	112,354		136,360		248,714
Operating expense (2)	88,253		36,253		124,506
Operating loss	$	(72)	$	(8,298)	$	(8,370)
Operating income	$	8,165	$	52,184	$	60,349
Non-operating income, net					~~211~~218
Interest expense					1512,~~855~~243
Loss before income tax					$	(24,014)
Income before income tax					$	48,324

	Three Months Ended November 30, 2024
	Three Months Ended May 31, 2025
(in thousands)	Home & Outdoor		Beauty & Wellness		Total
Sales revenue, net	$	~~246~~177,~~109~~983	$	~~284~~193,~~597~~672	$	~~530~~371,~~706~~655
Less: (2)
Less: (1)
Cost of goods sold	~~115~~89,~~438~~893		~~155~~106,~~940~~751		~~271~~196,~~378~~644
Operating expense (3)	90,358		93,852		184,210
Operating expense (2)	301,883		280,166		582,049
Operating income	$	40,313	$	34,805	$	75,118
Operating loss	$	(213,793)	$	(193,245)	$	(407,038)
Non-operating income, net					~~198~~308
Interest expense					1213,~~164~~808
Income before income tax					$	63,152
Loss before income tax					$	(420,538)

	Nine Months Ended November 30, 2025
(in thousands)	Home & Outdoor		Beauty & Wellness (1)		Total
Sales revenue, net	$	616,341	$	699,924	$	1,316,265
Less: (2)
Cost of goods sold	315,884		394,345		710,229
Operating expense (3)	586,900		750,261		1,337,161
Operating loss	$	(286,443)	$	(444,682)	$	(731,125)
Non-operating income, net					768
Interest expense					43,884
Loss before income tax					$	(774,241)

(1)These significant expense categories and amounts align with the reportable segment information that is regularly provided to the CODM.

	Nine Months Ended November 30, 2024
(in thousands)	Home & Outdoor		Beauty & Wellness		Total
Sales revenue, net	$	686,512	$	735,262	$	1,421,774
Less: (2)
Cost of goods sold	327,305		415,992		743,297
Operating expense (3)	271,892		265,852		537,744
Operating income	$	87,315	$	53,418	$	140,733
Non-operating income, net					468
Interest expense					37,923
Income before income tax					$	103,278

(2)Operating expense for both reportable segments includes SG&A expense. Fiscal 2027 operating expense also includes a gain of $54.9 million on the sale of our distribution facility in Southaven, Mississippi recognized in our Beauty & Wellness segment. Fiscal 2026 operating expense also includes asset impairment charges of $414.4 million, of which $219.1 million and $195.3 million was recognized in our Home & Outdoor and Beauty & Wellness segments, respectively. See Note 3 and Note 5 for further information on the sale of our distribution facility and asset impairment charges, respectively.

(1)The three and nine months ended November 30, 2025 include a full three and nine months, respectively, of operating results from Olive & June, acquired on December 16, 2024. For additional information see Note 4.

(2)These significant expense categories and amounts align with the reportable segment information that is regularly provided to the CODM.

Table of Contents

(3)Operating expense for both reportable segments includes SG&A expense. Operating expense during the three and nine months ended November 30, 2025 includes asset impairment charges of $65.9 million and $806.7 million, respectively, of which $24.0 million and $328.6 million was recognized in our Home & Outdoor segment, respectively, and $41.9 million and $478.1 million was recognized in our Beauty & Wellness segment, respectively. Operating expense during the nine months ended November 30, 2025 and three and nine months ended November 30, 2024 also includes restructuring charges. See Note 5 for further information on the asset impairment charges.

The following tables summarize reportable segment information for the periods presented:

Three Months Ended November 30, 2025

Three Months Ended May 31, 2026

(in thousands)

Home & Outdoor

Beauty & Wellness ~~(1)~~

Total

Capital and intangible asset expenditures

21,~~159~~828

43,~~015~~978

65,~~174~~806

Depreciation and amortization

6,~~075~~492

6,~~762~~885

1213,~~837~~377

Non-cash share-based compensation

2,~~013~~794

3,~~017~~643

56,~~030~~437

Asset impairment charges

24,000

41,906

65,906

Three Months Ended November 30, 2024

Three Months Ended May 31, 2025

(in thousands)

Home & Outdoor

Beauty & Wellness

Total

Capital and intangible asset expenditures

26,~~976~~983

56,~~153~~379

813,~~129~~362

Depreciation and amortization

6,~~336~~559

67,~~886~~525

1314,~~222~~084

Non-cash share-based compensation

~~2,476~~34

~~2,254~~262

~~4,730~~296

Asset impairment charges

219,095

195,290

414,385

	Nine Months Ended November 30, 2025
(in thousands)	Home & Outdoor		Beauty & Wellness (1)		Total
Capital and intangible asset expenditures	$	16,049	$	14,957	$	31,006
Depreciation and amortization	18,674		21,107		39,781
Non-cash share-based compensation	6,295		8,403		14,698
Asset impairment charges	328,632		478,053		806,685

	Nine Months Ended November 30, 2024
(in thousands)	Home & Outdoor		Beauty & Wellness		Total
Capital and intangible asset expenditures	$	10,443	$	11,712	$	22,155
Depreciation and amortization	19,573		21,277		40,850
Non-cash share-based compensation	8,303		7,747		16,050

Table of Contents

Geographic Information

The following table presents net sales revenue by geographic region, in U.S. Dollars:

	Three Months Ended November 30,								Nine Months Ended November 30,
			Three Months Ended May 31,
(in thousands)	~~2025~~				~~2024~~2026				2025				~~2024~~
Domestic sales revenue, net (1)	$	~~393,267~~	~~76.7~~	%	$	~~400,539~~	~~75.5~~	%	$	1307,~~001,723~~348	76.14	%	$	1277,~~066,969~~960	7574.08	%
International sales revenue, net	~~119,562~~		~~23.3~~	%	~~130,167~~		~~24.5~~	%	~~314~~94,~~542~~767		23.96	%	~~354~~93,~~805~~695		25.02	%
Total sales revenue, net	$	~~512,829~~	~~100.0~~	%	$	~~530,706~~	~~100.0~~	%	$	1402,~~316,265~~115	100.0	%	$	1371,~~421,774~~655	100.0	%

(1)Domestic net sales revenue includes net sales revenue from the U.S. and Canada.

27Note 14 - Income Taxes

Table of Contents

Note 15 - Income Taxes

We reorganized the Company in Bermuda in 1994, and many of our foreign subsidiaries are not directly or indirectly owned by a U.S. parent. As such, a significant portion of our foreign income is not subject to U.S. taxation on a permanent basis under current law. Additionally, our intangible assets are primarily owned by foreign affiliates, resulting in proportionally higher earnings in jurisdictions with statutory tax rates lower than the U.S. Taxable income in each jurisdiction, whether U.S. or foreign, is determined by the subsidiary’s operating results as well as applicable transfer pricing and tax regulations.

In July 2025, a reconciliation bill, commonly referred to as the One Big Beautiful Bill Act, was signed into law. The legislation includes a broad range of U.S. tax reform provisions. There were no discrete effects in the second quarter of fiscal 2026, and we do not expect a material impact on our fiscal 2026 consolidated financial statements.

The Organisation for Economic Co-operation and Development (“OECD”) has introduced a framework to implement a global minimum corporate income tax of 15%, referred to as “Pillar Two.” Certain countries in which we operate have enacted, or are in process of enacting, domestic legislation aligned with OECD’s Pillar Two “Model Rules.” Pillar Two legislation in effect for our fiscal 2025 and 2026 has been incorporated into our financial statements.

In June 2025, the Group of Seven, comprised of Canada, France, Germany, Italy, Japan, the United Kingdom and the U.S., announced an agreement under which U.S. multinational companies would be excluded from certain elements of the Pillar Two global minimum tax rules in exchange for the U.S. withdrawing planned retaliatory tax measures. This agreement has not yet been formally incorporated into the OECD Pillar Two Model Rules. We will continue to monitor the potential implications of this development, as it may influence the broader application of the Pillar Two Model Rules globally.

In the fourth quarter of fiscal 2025, we implemented a reorganization involving the transfer of intangible assets previously held by Helen of Troy Limited (Barbados) to our subsidiary in Switzerland. The reorganization resulted in the consolidation of the ownership of intangible assets, supporting streamlined internal licensing and centralized management of the intangible assets. Further, the reorganization resulted in a transitional income tax benefit of $64.6 million from the recognition of a deferred tax asset of $74.0 million, partially offset by taxes associated with the transfer. As described below, a full valuation allowance has been recorded on this deferred tax asset as of the end of the third quarter of fiscal 2026.

In response to Pillar Two, on May 24, 2024, Barbados enacted a domestic corporate income tax rate of 9%, effective for our fiscal 2025 and a domestic minimum top-up tax (“DMTT”) of 15% which was effective beginning with our fiscal 2026. During the first quarter of fiscal 2025, we incorporated the corporate income tax into our estimated annual effective tax rate and revalued our existing deferred tax liabilities subject to the Barbados legislation, which resulted in a discrete tax charge of $6.0 million. However, as a result of the reorganization of our intangible assets described above, the Barbados corporate income tax and DMTT will not have a material impact on our condensed consolidated financial statements beginning in fiscal 2026.

Like Barbados, the government of Bermuda enacted a 15% corporate income tax that was effective for us beginning in fiscal 2026. This Bermuda tax will not have a material impact on our condensed consolidated financial statements.

We expect our fiscal 2026 effective tax rate, excluding discrete items and asset impairment charges described below and in Note 5, to increase relative to historical periods due to the impact of global tax reform initiatives, including the implementation of Pillar Two. As additional jurisdictions implement or

Table of Contents

revise legislation in response to these reforms, we could experience further adverse impacts on our global effective tax rate.

For interim periods, our income tax expense and resulting effective tax rate are based on an estimated annual effective tax rate, adjusted for the impact of discrete items recognized in the period. Discrete items include changes in tax laws or rates, changes in estimates for uncertain tax positions, excess tax benefits or deficiencies from stock-based compensation, foreign currency remeasurement effects that are not reasonably estimable, and other infrequent or non-recurring items. Discrete items do not include the asset impairment charges described below and in Note 5.

During the ~~three~~first ~~and~~quarter ~~nine~~of ~~months~~fiscal ~~ended November 30~~2026, ~~2025,~~ we recognized goodwill and other intangible asset impairment charges of $65414.94 million ~~and $806.7 million~~, ~~respectively,~~ which included $37265.~~7 million and $548.7~~0 million, ~~respectively,~~ of non-deductible goodwill that ~~will~~did not result in a tax benefit. The ~~expected~~ tax benefit, ~~net~~on ofthe ~~valuation~~impairment ~~allowances,~~charge of $1524.52 million onwas ~~the year-to-date impairment charges will be~~ recognized over the course of ~~the~~ fiscal ~~year~~2026 in relation to pre-tax book income, rather than as a discrete item in the ~~periods~~period in which the charges were incurred.

The downward revisions to our internal forecasts utilized in our impairment testing during the first quarter of fiscal 2026 impacted our assessment of the future realizability of ~~net~~a related deferred tax ~~assets~~asset, ~~for~~which ~~our~~led ~~Switzerland~~to ~~subsidiary as of~~ the ~~beginning~~recording of ~~the~~a ~~fiscal~~discrete ~~year~~$16. ~~Based~~5 million ~~on these revisions and in accordance with ASC 740, Income Taxes, we recorded discrete partial~~ valuation ~~allowances~~allowance during the first ~~and~~quarter ~~second quarters~~ of fiscal 2026 ~~and ultimately full valuation allowances of $34~~.8 million and $64.8 million for the three and nine months ended November 30, 2025, respectively. We expect to maintain a full valuation allowance on these net deferred tax assets until we have objective factors that demonstrate the likelihood of realizing these deferred tax benefits.

For the three months ended ~~November~~May 3031, ~~2025~~2026, income tax expense was $6012.06 million on a pre-tax ~~loss~~income of $2448.03 million, compared to income tax expense of $1330.52 million on a pre-tax ~~income~~loss of $63420.25 million for the same period last year. The ~~increase~~decrease in tax expense ~~relative to pre-tax income (loss)~~ is primarily due to the comparative impact of non-deductible impairment charges and valuation allowances on deferred tax assets recorded induring the ~~third~~same ~~quarter~~period last year, partially offset by the tax expense recognized for the gain on the sale of ~~fiscal~~our ~~2026,~~distribution asfacility ~~discussed~~in ~~above~~Southaven, Mississippi.

~~For~~Note ~~the~~15 ~~nine months ended November 30, 2025, income tax expense was $69.2 million on a pre~~-~~tax~~ ~~loss~~Earnings ofPer $774.2 million, compared to income tax expense of $30.4 million on pre-tax income of $103.3 million for the same period last year. The increase in tax expense relative to pre-tax income (loss) is primarily due to non-deductible impairment charges and valuation allowances on deferred tax assets recorded during the nine months ended November 30, 2025, as discussed above.Share

~~Note~~We 16compute basic earnings per share using the weighted average number of shares of common stock outstanding during the period. We compute diluted earnings per share using the weighted average number of shares of common stock outstanding plus the effect of dilutive securities. Dilutive securities at any given point in time consist of issued and contingently issuable unvested restricted stock units, performance stock units, restricted stock awards and performance restricted stock awards. Anti-dilutive ~~Earnings~~securities ~~Per~~are ~~Share~~not included in the computation of diluted earnings per share under the treasury stock

We compute basic earnings per share using the weighted average number of shares of common stock outstanding during the period. We compute diluted earnings per share using the weighted average number of shares of common stock outstanding plus the effect of dilutive securities. Dilutive securities at any given point in time may consist of outstanding options to purchase common stock and issued and contingently issuable unvested restricted stock units, performance stock units, restricted stock awards and performance restricted stock awards and other stock-based awards. Anti-dilutive securities are not included in the computation of diluted earnings per share under the treasury stock method. See Note 6 to these condensed consolidated financial statements for more information regarding stock-based awards.21

Table of Contents

method. See Note 6 to these condensed consolidated financial statements for more information regarding stock-based awards.

The following table presents our weighted average basic and diluted shares outstanding for the periods shown:

Three Months Ended November 30,

Nine Months Ended November 30,

Three Months Ended May 31,

(in thousands)

~~2025~~

~~2024~~

~~2025~~2026

~~2024~~2025

Weighted average shares outstanding, basic

~~23,035~~

~~22,853~~

2223,~~979~~265

2322,~~064~~943

Incremental shares from share-based compensation arrangements

—

—493

54—

Weighted average shares outstanding, diluted (1)

~~23,035~~

~~22,882~~

2223,~~979~~758

2322,~~118~~943

Anti-dilutive securities

~~421~~

~~123~~

~~435~~234

~~134~~430

(1)Due to the net loss for the three ~~and nine~~ months ended ~~November~~May 3031, 2025, ~~145~~28 thousand ~~and 75 thousand~~ incremental shares, ~~respectively,~~ from share-based compensation arrangements were excluded from the computation of diluted weighted average shares outstanding because their effect would be anti-dilutive.

3022

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with our condensed consolidated financial statements included under Item 1., “Financial Statements.” The various sections of this MD&A contain a number of forward-looking statements, all of which are based on our current expectations. Actual results may differ materially due to a number of factors, including those discussed in the section entitled “Information Regarding Forward-Looking Statements” following this MD&A, and in Item 3., “Quantitative and Qualitative Disclosures About Market Risk” in this report, as well as in Part I, Item IA., “Risk Factors” in the Company’s most recent annual report on Form 10-K for the fiscal year ended February 28, ~~2025~~2026 (“Form 10-K”) and its other filings with the Securities and Exchange Commission (the “SEC”). When used in this MD&A, unless otherwise indicated or the context suggests otherwise, references to “the Company”, “our Company”, “Helen of Troy”, “we”, “us” or “our” refer to Helen of Troy Limited and its subsidiaries. References to “fiscal” in connection with a numeric year number denotes our fiscal year ending on the last day of February, during the year number listed.

This MD&A, including the tables under the headings “Operating Income (Loss) ~~Income~~, Operating Margin, Adjusted Operating Income (non-GAAP) and Adjusted Operating Margin (non-GAAP) by Segment” and “Net Income (Loss) ~~Income~~, Diluted Earnings (Loss) ~~Earnings~~ Per Share, Adjusted Income (non-GAAP) and Adjusted Diluted Earnings Per Share (non-GAAP),” reports operating income (loss) ~~income~~, operating margin, net income (loss) ~~income~~ and diluted earnings (loss) ~~earnings~~ per share without the impact of asset impairment charges, ~~a discrete tax charge to revalue existing deferred tax liabilities due to Barbados enacting domestic corporate income tax legislation (“Barbados tax reform”),~~ costs incurred in connection with the departure of our former Chief Executive Officer (“CEO”) primarily related to severance and recruitment costs (“CEO succession costs”), gain on the sale of our distribution facility in Southaven, Mississippi during the first quarter of fiscal 2027 (“gain on sale of distribution facility”), income tax expense from the recognition of a valuation ~~allowance~~allowances onin afiscal 2026 on deferred tax ~~asset~~assets related to our intangible asset reorganization in fiscal 2025 (“intangible asset reorganization”), ~~restructuring charges,~~ amortization of intangible assets and non-cash share-based compensation for the periods presented, as applicable. These measures may be considered non-GAAP financial measures as defined by SEC Regulation G, Rule 100. The tables reconcile these measures to their corresponding GAAP-based financial measures presented in our condensed consolidated statements of income (loss) ~~income~~. We believe that adjusted operating income, adjusted operating margin, adjusted income and adjusted diluted earnings per share provide useful information to management and investors regarding financial and business trends relating to our financial condition and results of operations. We believe that these non-GAAP financial measures, in combination with our financial results calculated in accordance with GAAP, provide investors with additional perspective regarding the impact of such charges and benefits on applicable income, margin and earnings per share measures. We also believe that these non-GAAP measures reflect the operating performance of our business and facilitate a more direct comparison of our performance to our competitors. The material limitation associated with the use of the non-GAAP financial measures is that the non-GAAP measures do not reflect the full economic impact of our activities. Our adjusted operating income, adjusted operating margin, adjusted income and adjusted diluted earnings per share are not prepared in accordance with GAAP, are not an alternative to GAAP financial measures and may be calculated differently than non-GAAP financial measures disclosed by other companies. Accordingly, undue reliance should not be placed on non-GAAP financial measures. These non-GAAP financial measures are discussed further and reconciled to their applicable GAAP-based financial measures contained in this MD&A beginning on page 4733.

There were no material changes to the key financial measures discussed in our Form 10-K.

3123

Table of Contents

Overview

We incorporated as Helen of Troy Corporation in Texas in 1968 and were reorganized as Helen of Troy Limited in Bermuda in 1994. We are a leading global consumer products company offering creative products and solutions for our customers through a diversified portfolio of brands. Our portfolio of brands includes OXO, Hydro Flask, Osprey, Vicks, Braun, Honeywell, PUR, Hot Tools, Drybar, Curlsmith, Revlon and Olive & June, among others. We have built leading market positions through new product innovation, product quality and competitive pricing. As of ~~November~~May 3031, ~~2025~~2026, we operated two reportable segments: Home & Outdoor and Beauty & Wellness.

AsOn ~~previously~~April ~~disclosed~~14, in2026, ~~our~~we ~~SEC~~completed ~~filings,~~the onsale ~~May~~of 2,our ~~2025~~distribution facility in Southaven, ~~Noel~~Mississippi ~~Geoffroy~~for ~~departed~~a ~~the~~total ~~Company~~sales asprice ~~CEO~~of $82.0 million, ~~and~~less ~~the~~costs ~~Board~~to sell of ~~Directors~~$3.8 million. Accordingly, ~~appointed~~we ~~Brian~~recognized ~~Grass~~a asgain on the ~~Company’s~~sale ~~interim~~of ~~CEO~~$54. ~~Effective~~9 million ~~September~~within 1“Selling, ~~2025,~~general and administrative expense” (“SG&A”) during the ~~Board~~first quarter of ~~Directors~~fiscal ~~appointed~~2027, G.which ~~Scott~~was ~~Uzzell~~recognized asby ~~the~~our ~~Company’s~~Beauty ~~new~~& ~~CEO,~~Wellness ~~and Mr~~segment. We ~~Grass~~used ~~transitioned~~the ~~back~~proceeds tofrom ~~his~~the ~~role~~sale asto ~~Chief~~repay ~~Financial~~amounts ~~Officer~~outstanding atunder ~~that~~our ~~time~~credit facility.

~~During~~We did not record any asset impairment charges during the first, ~~second~~quarter ~~and~~of ~~third~~fiscal ~~quarters~~2027. During the first quarter of fiscal 2026, we concluded a goodwill impairment triggering event had occurred due to a sustained decline in our stock price, and performed quantitative impairment testing on our goodwill and certain intangible assets. As a result of such testing, we recorded pre-tax asset impairment charges as follows:

(in thousands)	~~Three Months EndedNovember 30, 2025~~		~~Nine~~Three Months ~~EndedNovember~~EndedMay 3031, 2025
Home & Outdoor (1)	$	~~24,000~~	$	~~328~~219,~~632~~095
Beauty & Wellness (2)	~~41,906~~		~~478~~195,~~053~~290
Total	$	~~65,906~~	$	~~806~~414,~~685~~385

(1)Asset impairment charges recognized for our Home & Outdoor segment included charges for our Hydro Flask and Osprey businesses of $15120.08 million and $998.03 million, respectively~~, for the three months ended November 30, 2025 and $180~~.~~5 million and $148.1 million, respectively, for the nine months ended November 30, 2025.~~

(2)Asset impairment charges recognized for our Beauty & Wellness segment included charges for our ~~Health & Wellness~~Drybar, ~~Drybar and~~ Curlsmith ~~businesses of $10.7 million~~, ~~$3.1 million and $28.2 million, respectively, for the three months ended November 30, 2025 and for our~~ Health & Wellness, ~~Drybar, Curlsmith~~ and Revlon businesses of $~~207~~103.37 million, $~~154~~36.52 million, $9235.8 million and $2319.56 million, respectively~~, for the nine months ended November 30, 2025~~.

For additional information regarding the testing and analysis performed, ~~refer~~see toNote ~~“Critical~~5 ~~Accounting~~to ~~Policies~~the ~~and~~accompanying ~~Estimates”~~condensed inconsolidated ~~this~~financial ~~Item 2~~statements., ~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”~~

On December 16, 2024, we completed the acquisition of Olive & June, LLC (“Olive & June”), an innovative, omni-channel nail care brand. Olive & June products deliver a salon-quality experience at home and include nail polish, press-on nails, manicure and pedicure systems, grooming tools and nail care essentials. The Olive & June brand and products were added to the Beauty & Wellness segment. The total purchase consideration consists of initial cash consideration of $224.7 million, which is net of cash acquired and a favorable post-closing adjustment of $3.9 million, and contingent cash consideration of up to $15.0 million subject to Olive & June’s performance during calendar years 2025, 2026 and 2027, payable annually. The acquisition of Olive & June complements and broadens our existing Beauty portfolio beyond the hair care category and advances our strategy to deploy accretive capital that leverages our capabilities and scale to accelerate growth, further expand margins and drive greater earnings growth and free cash flow conversion.

Table of Contents

Significant Trends Impacting the Business

Impact of Tariffs

Since 2019, the Office of the United States Trade Representative (“USTR”) has imposed, and in certain cases subsequently reduced or suspended, additional tariffs on products imported from China and other foreign countries. Additionally, the current United States (“U.S.”) presidential administration has promoted and implemented plans to raise tariffs even further and pursue other trade policies intended to restrict imports. Our purchases of products from unaffiliated manufacturers located in China and other regions exposes us to higher costs of doing business from increases in tariffs.

Under the International Emergency Economic Powers Act (“IEEPA”), the U.S. presidential administration began implementing fentanyl-related IEEPA tariffs (“Fentanyl IEEPA Tariff”) and additional tariffs (“Reciprocal IEEPA Tariff”) during calendar year 2025. As of April 9, 2025, the U.S. had imposed (i) an aggregate additional 145% tariff on imports from China, consisting of a 20% Fentanyl IEEPA Tariff and 125% Reciprocal IEEPA Tariff and (ii) a global 10% Reciprocal IEEPA Tariff on imports from other countries including Mexico, Vietnam and other U.S. trading partners. The Reciprocal IEEPA Tariff on imports from China was subsequently lowered to 10% effective May 12, 2025, resulting in an aggregate additional 30% tariff. Effective November 10, 2025, the 10% Reciprocal IEEPA Tariff on imports from China, which was set to expire, was extended to remain in effect through November 10, 2026, and the Fentanyl IEEPA Tariff was reduced from 20% to 10%, reducing the aggregate additional tariff from 30% to 20%. On July 31, 2025, the U.S. president signed an executive order imposing new IEEPA tariffs on a number of U.S. trading partners which became effective on August 7, 2025, including a 25% Fentanyl IEEPA Tariff on imports from Mexico and a 20% and 19% Reciprocal IEEPA Tariff on imports from Vietnam and Thailand, respectively. However, we do not currently incur any Fentanyl IEEPA Tariffs on our imports manufactured in Mexico since they qualify for duty-free preference under the United States-Mexico-Canada Agreement. Further, we benefit from certain exclusions from tariffs as a result of the COVID-19 pandemic, which were recently extended to November 9, 2026.

In March 2025, the U.S. president also implemented changes under Section 232 of the Trade Expansion Act of 1962 (“Section 232 Tariffs”) which resulted in additional sectoral tariffs to aluminum and steel of 25%. On June 4, 2025, the Section 232 Tariffs related to aluminum and steel were increased to 50%, and effective August 1, 2025, expanded to include copper products and components. Currently, our products are not subject to the Section 232 Tariffs on copper products and components. Our products are subject to (i) a 50% Section 232 Tariff on the aluminum and steel content of components, which primarily impacts certain products within our Home and Wellness businesses and (ii) the Fentanyl IEEPA Tariff and any other applicable Reciprocal IEEPA Tariff or Section 301 (defined below) tariff on other components. In addition, the U.S. presidential administration is considering additional tariffs as a remedy for unfair trade practices under Section 301 of the Trade Act of 1974 (“Section 301”); however, no official Section 301 tariffs have been published since the review process is ongoing.24

The U.S. tariff policies are continuing to evolve, as well as the corresponding impacts on global trade policies. As a result, our risks and mitigation plans, as further described below, will also continue to evolve as further developments arise. Any alteration of trade agreements and terms between China and the U.S., including limiting trade with China, imposing additional tariffs on imports from China and potentially imposing other restrictions on imports from China to the U.S., may result in further or higher tariffs or retaliatory trade measures by China.

We are continuing to assess our incremental tariff cost exposure in light of continuing changes to global tariff policies and the full extent of our potential mitigation plans, as well as the associated timing to implement such plans and realize the anticipated benefits. To mitigate our risk of ongoing exposure to tariffs, we have initiated significant efforts to diversify our production outside of China into regions where we expect tariffs or overall costs to be lower and to source the same product in more than one region, to the extent it is possible and not cost-prohibitive. We are also continuing to implement other mitigation

Table of Contents

~~actions,~~IEEPA tariffs on a number of U.S. trading partners which ~~include~~became ~~cost~~effective ~~reductions~~on August 7, 2025, including a 25% Fentanyl IEEPA Tariff on imports from ~~suppliers~~Mexico and ~~price~~a ~~increases~~20% toand ~~customers~~19% Reciprocal IEEPA Tariff on ~~products~~imports ~~subject~~from toVietnam ~~tariffs~~and Thailand, respectively. InEffective ~~addition~~November 10, 2025, the 10% Reciprocal IEEPA Tariff on imports from China, which was set to expire, was extended to remain in effect through November 10, 2026, and the ~~uncertainty~~Fentanyl IEEPA Tariff was reduced from ~~evolving~~20% to 10%, reducing the aggregate additional tariff from 30% to 20%. On February 20, 2026, the U.S. Supreme Court ruled that tariffs imposed by the U.S. president under IEEPA were unconstitutional, and the U.S. president subsequently imposed a temporary global 10% Section 122 tariff ~~policies~~under the Trade Act of 1974 (“Section 122 Tariff”) effective February 24, we2026 ~~expect~~through ~~unfavorable~~July ~~cascading~~24, ~~impacts~~2026. As a result, the previous aggregate additional tariff on ~~inflation~~imports from China, ~~consumer~~Vietnam, ~~confidence~~Mexico and Thailand of 20%, ~~employment~~20%, 25% and ~~overall~~19%, ~~macroeconomic~~respectively, ~~conditions~~were replaced by the 10% Section 122 Tariff. On May 7, ~~all~~2026, the U.S. Court of ~~which~~International ~~may~~Trade ~~adversely~~(“CIT”) ~~impact~~found ~~our~~the ~~sales~~Section 122 Tariff unlawful; however, ~~results~~the ofSection ~~operations~~122 Tariff will remain in place through July 24, 2026 for the Company and ~~cash~~most ~~flows~~importers while the case proceeds through the appeals process. Our imports manufactured in Mexico are not impacted since they qualify for duty-free preference under the United States-Mexico-Canada Agreement. Further, we benefit from certain exclusions from tariffs as a result of the COVID-19 pandemic, which were recently extended to November 9, 2026.

~~Our~~On ~~cost~~March of4, ~~goods~~2026, ~~sold~~the ~~during~~CIT ~~the~~issued ~~three~~an ~~and~~additional ~~nine~~ruling ~~months~~that ~~ended~~importers ~~November~~that ~~30,~~paid ~~2025~~tariffs ~~included~~under ~~$20.8~~IEEPA ~~million~~are due refunds and ~~$31~~ordered U.3S. ~~million,~~Customs ~~respectively,~~and ofBorder ~~additional~~Protection ~~pre-tax~~(“CBP”) ~~costs~~to ~~related~~begin the refund process for all importers who were subject to ~~the~~IEEPA ~~changes~~duties. During infiscal 2026, we paid IEEPA tariffs ~~described~~totaling ~~above~~$80.5 million. ~~Net~~On ~~sales~~April ~~revenue~~20, ~~during~~2026, the ~~first~~CBP ~~nine~~launched ~~months~~Phase 1 of ~~fiscal~~a ~~2026~~process ~~was~~for ~~also~~submitting ~~negatively~~IEEPA ~~impacted~~refund byclaims. We submitted Phase 1 refund claims in May 2026 totaling $6.0 million, a ~~combination~~small portion of ~~factors~~which ~~including~~were accepted by the ~~pause~~CBP orprior ~~cancellation~~to ofMay ~~direct~~31, ~~import~~2026. As ~~orders~~of ~~from~~May ~~China~~31, by2026, ~~key~~we ~~retailers~~concluded inthat ~~response~~$1.9 tomillion ~~increased~~of tariff ~~rates,~~refunds were probable of being recovered and recorded a ~~slowdown~~receivable inwithin ~~retailer~~prepaids ~~orders~~and ~~following~~other ~~pull~~current ~~forward~~assets, ~~activity~~along with corresponding reductions to “Cost of goods sold” of $1.8 million and inventory of $0.1 million in our condensed consolidated financial statements. The tariff refunds recognized during the ~~fourth~~first quarter of fiscal ~~2025~~2027 ~~due~~were toall ~~tariff~~related ~~uncertainty,~~to ~~and~~our ~~lower~~Home ~~consumer~~& ~~confidence~~Outdoor ~~and demand~~segment. ~~Sales~~Subsequent ~~were~~to ~~also~~the ~~negatively~~first ~~impacted~~quarter byof ~~evolving~~fiscal ~~dynamics~~2027, in ~~the~~June ~~China market~~2026, ~~including~~we asubmitted ~~shift~~additional ~~toward~~Phase ~~localized~~1 ~~fulfillment~~refund ~~models~~claims ~~and~~totaling ~~heightened~~$3.2 ~~competition~~million ~~from~~related ~~domestic~~to ~~sellers~~our ~~benefiting~~Beauty ~~from~~& ~~government~~Wellness ~~subsidies~~segment. ~~Net~~On ~~sales~~June ~~revenue~~29, ~~during~~2026, ~~the~~CBP ~~third~~launched ~~quarter~~Phase 2 of ~~fiscal~~the ~~2026~~IEEPA ~~was~~refund ~~unfavorably~~claims ~~impacted~~process, bywhich ~~stop~~we ~~shipment~~are ~~actions~~ in ~~support~~process of ~~consistent~~preparing. As ~~adoption~~ of ~~tariff~~July ~~related~~1, ~~price~~2026, ~~increases~~we byreceived partial payments totaling $1.6 million for our ~~retail~~Phase ~~partners,~~1 ~~which~~tariff ~~primarily~~refunds ~~impacted~~and ~~our~~an ~~Beauty~~immaterial &amount ~~Wellness~~of ~~segment~~interest. The Company will continue to monitor regulatory guidance regarding the refund process and will recognize additional recoveries when the right to receipt becomes probable.

In March 2025, the ~~first~~U.S. ~~quarter~~president also implemented changes under Section 232 of ~~fiscal~~the ~~2026~~Trade Expansion Act of 1962 (“Section 232 Tariffs”) which resulted in additional sectoral tariffs to aluminum and steel of 25%. On June 4, we2025, ~~adjusted~~the ~~our~~Section ~~measures~~232 Tariffs related to ~~reduce~~aluminum ~~costs~~and steel were increased to 50%, and ~~preserve~~effective ~~cash~~August ~~flow~~1, as2025, ~~the~~expanded ~~environment~~to ~~continued~~include copper products and components. Section 232 Tariffs were previously imposed based solely on a metal content-based calculation. Effective April 6, 2026, Section 232 Tariffs were expanded to ~~evolve~~apply to the entire customs value of covered products with tiered rates based on metal content and origin. ~~While~~Currently, weour ~~resumed~~products ~~targeted~~are ~~growth~~not ~~investments~~subject ~~during~~to the ~~second~~Section 232 Tariffs on copper products and ~~third~~components. Our ~~quarters~~products ofare ~~fiscal~~currently ~~2026~~subject to (i) a Section 232 Tariff on aluminum and steel products of 25%, wewhich ~~remain~~primarily ~~disciplined~~impacts incertain products within our ~~approach~~Home ~~given~~and ~~continued~~Wellness ~~tariff~~businesses ~~volatility~~and/or (ii) the Section 122 Tariff while it remains in place through July 24, 2026 and/or (iii) tariffs under Section 301 of the Trade Act of 1974 (“Section 301 Tariffs”). The ~~measures~~U.S. inpresidential ~~place~~administration ~~continue~~is toconsidering ~~include~~additional Section 301 Tariffs as a remedy for unfair trade practices; however, no new Section 301 Tariffs have been published since the ~~following:~~review process is ongoing.

~~•Suspension~~U.S. oftariff ~~projects~~policies continue to evolve, as well as the corresponding impacts on global trade policies. As a result, our risks and ~~capital~~mitigation ~~expenditures~~plans, ~~that~~as ~~are~~further ~~not~~described ~~critical~~below, orwill inalso ~~support~~continue to evolve as further developments arise. Any further alteration of ~~supplier~~trade ~~diversification~~agreements orand ~~dual~~terms ~~sourcing~~between ~~initiatives;~~China, Vietnam,

~~•Actions to reduce overall personnel costs and pause most project and travel expenses remain in place;~~ 25

•ATable ~~resumption~~ of ~~optimized marketing, promotional and new product development investments focused on opportunities with the highest returns;~~Contents

•AMexico ~~measured~~and ~~approach~~the U.S., including limiting trade with China, Vietnam and Mexico, imposing additional tariffs on imports from China, Vietnam or Mexico and potentially imposing other restrictions on imports from China, Vietnam or Mexico, to ~~inventory~~the ~~purchases~~U.S., may result in ~~expectation~~further or higher tariffs or retaliatory trade measures by China, Vietnam or Mexico, all of ~~softer~~which ~~consumer~~could ~~demand~~have ina ~~the~~material ~~short~~adverse toeffect ~~intermediate~~on ~~term;~~our business and operating results.

~~•Actions~~We are continuing to ~~optimize~~assess ~~working~~our ~~capital~~incremental tariff cost exposure in light of continuing changes to global tariff policies and ~~balance~~the ~~sheet~~full ~~productivity~~extent of our potential mitigation plans, as well as the associated timing to implement such plans and realize the anticipated benefits. To mitigate our risk of ongoing exposure to tariffs, we have initiated significant efforts to diversify our production outside of China into regions where we expect tariffs or overall costs to be lower and to source the same product in more than one region, to the extent it is possible and not cost-prohibitive. In addition to the uncertainty from evolving global tariff policies, we expect unfavorable cascading impacts on inflation, consumer confidence, employment and overall macroeconomic conditions, all of which may adversely impact our sales, results of operations and cash flows.

During fiscal 2026 and the first quarter of fiscal 2027, the impact of the tariffs adversely impacted our cost of goods sold. Our cost of goods sold during the first quarter of fiscal 2027 included $12.2 million of additional pre-tax tariff costs, net of the refunds recognized described above, compared to a de minimis impact in the prior year period when tariffs were first introduced and had not cycled through our cost of goods sold. While we successfully implemented strategic price increases during fiscal 2026 to help mitigate the impact of tariffs, we believe the benefit to net sales revenue is entirely offset by reduced unit sales volumes due to consumer price elasticity. Our net sales revenue during the first quarter of fiscal 2026 was negatively impacted by a combination of factors including the pause or cancellation of direct import orders from China by certain of our key retailers in response to increased tariff rates, a slowdown in retailer orders following pull forward activity in the fourth quarter of fiscal 2025 due to tariff uncertainty and lower consumer confidence and demand. In addition, net sales revenue during the first quarter of fiscal 2026 was negatively impacted by evolving dynamics in the China market, including a shift toward localized fulfillment models and heightened competition from domestic sellers benefiting from government subsidies. In addition to the uncertainty from evolving global tariff policies, we experienced and expect continued unfavorable cascading impacts on inflation, consumer confidence, employment and overall macroeconomic conditions, all of which may continue to adversely impact our sales, results of operations and cash flows.

Impact of Macroeconomic Trends

The Federal Open Market Committee lowered the benchmark interest rate by 7550 basis points and 25 basis points during the third and fourth quarters of fiscal ~~2025~~2026, respectively, resulting in lower average interest rates incurred during the first ~~nine~~three months of fiscal ~~2026~~2027 compared to the same period last year. ~~The~~ As ~~Federal~~of ~~Open~~May ~~Market~~31, ~~Committee~~2026 ~~lowered~~and ~~the~~February ~~benchmark~~28, ~~interest~~2026, ~~rate~~$425 million byand 50$325 million ~~basis~~of ~~points~~the inoutstanding principal balance under the ~~third~~Credit ~~quarter~~Agreement of(as ~~fiscal~~defined ~~2026~~below), ~~and~~respectively, anwas ~~additional~~hedged 25with ~~basis~~interest ~~points~~rate ~~subsequent~~swaps to fix the ~~third~~interest ~~quarter~~rate ofwe ~~fiscal 2026~~pay. AsThe weighted average interest rates on borrowings outstanding under the Credit Agreement inclusive of ~~November~~the 30impact of our interest rate swaps as of May 31, ~~2025~~2026 and February 28, ~~2025,~~2026 ~~$625 million~~were 5.6% and ~~$550 million~~5.7%, ofrespectively. The ~~the~~weighted ~~outstanding~~average ~~principal~~interest ~~balance~~rate ~~under~~on ~~the~~borrowings ~~Credit~~hedged ~~Agreement~~with (interest rate swaps was 3.3% as ~~defined~~of ~~below)~~both May 31, ~~respectively~~2026 and February 28, ~~was~~2026. As ~~hedged~~of ~~with~~May ~~interest~~31, ~~rate~~2026 ~~swaps~~and toFebruary ~~fix~~28, 2026, the Term SOFR interest ~~rate~~rates we(as ~~pay~~defined in the Credit Agreement) were 3.6% and 3.7%, respectively. While the actual timing and extent of additional future changes in interest rates remains unknown, lower average interest rates would reduce interest expense on our outstanding variable rate debt not subject to the interest rate swaps. The financial markets, the global economy and global supply chain may also be adversely affected by the current or anticipated impact of military conflicts or other geopolitical events, as well as recent U.S. tariff policies, that are continuing to evolve and the corresponding impacts on global trade. ~~High~~Most ~~inflation and interest rates have also negatively impacted consumer disposable income~~recently, ~~credit~~the ~~availability~~outcome ~~and spending, among others, which have adversely impacted our business, financial condition, cash flows and results~~ of ~~operations~~the ~~during~~ongoing ~~fiscal~~Israel-United ~~2025~~States and ~~the~~Iran ~~first~~conflict ~~nine~~is ~~months~~highly ofunpredictable ~~fiscal 2026~~ and ~~may~~could ~~continue~~lead to ~~have~~significant anmarket ~~adverse impact during the remainder of fiscal 2026. The evolving global tariff policies could adversely impact inflation~~ and ~~interest~~other ~~rates which could further negatively impact consumer disposable income~~disruptions, ~~credit availability and spending. See further discussion below under “Consumer Spending and Changes in Shopping~~

3426

Table of Contents

including significant volatility in the commodity prices and supply of energy resources and supply chain interruptions. High inflation has also negatively impacted consumer disposable income, credit availability and spending, among others, which have adversely impacted our business, financial condition, cash flows and results of operations during fiscal 2026 and the first quarter of fiscal 2027 and may continue to have an adverse impact during the remainder of fiscal 2027. Evolving global tariff policies, military conflicts or geopolitical events (such as the Israel-United States and Iran conflict) could adversely impact inflation and interest rates which could further negatively impact consumer disposable income, credit availability and spending. See further discussion below under “Consumer Spending and Changes in Shopping Preferences.” We expect continued uncertainty in our business and the global economy due to pressure from inflation, tariffs, ~~and~~ consumer confidence and the Israel-United States and Iran conflict, any of which may adversely impact our results.

Consumer Spending and Changes in Shopping Preferences

Our business depends upon discretionary consumer demand for most of our products and primarily operates within mature and highly developed consumer markets. The principal driver of our operating performance is the strength of the U.S. retail economy. Approximately 7372% and 7269% of our consolidated net sales revenue was from U.S. shipments during the three months ended ~~November~~May 3031, ~~2025~~2026 and ~~2024, respectively. For the nine months ended November 30,~~ 2025 ~~and 2024~~, ~~U.S. shipments were approximately 72% and 71% of our consolidated net sales revenue,~~ respectively.

Among other things, high levels of inflation, interest rates, military conflicts or other geopolitical events, and tariffs may negatively impact consumer disposable income, credit availability and spending. Consumer purchases of discretionary items, including some of the products that we offer, generally decline during recessionary periods or periods of economic uncertainty, when disposable income is reduced or when there is a reduction in consumer confidence. Dynamic changes in consumer spending and shopping patterns are also having an impact on retailer inventory levels. Our ability to sell to retailers is predicated on their ability to sell to the end consumer. During fiscal ~~2025,~~2026 ~~we experienced reduced replenishment orders from retail customers in line with softer consumer demand~~ and ~~discretionary spending, which adversely impacted our sales, results of operations and cash flows. Additionally, during fiscal 2025 and~~ the first ~~three~~quarter ~~quarters~~ of fiscal ~~2026~~2027, we experienced ~~increased~~continued competition within our Beauty & Wellness segment and in the insulated beverageware category~~, which led to some declines in retail distribution~~. ~~During~~In ~~the~~addition, ~~first~~during ~~three quarters of~~ fiscal 2026, we experienced reduced replenishment orders from retail customers who paused or cancelled orders originating in China in response to the increased tariff rates, as well as broader pressures in the China market related to a shift toward localized fulfillment models and increased competition from government-subsidized domestic sellers. In addition, we continue to experience lower replenishment orders in line with softer consumer demand and discretionary spending and continued competition, which adversely impacted our sales, results of operations and cash flows. During the first quarter of fiscal 2027, this trend continued in our Beauty business. If orders from our retail customers continue to be adversely impacted, our sales, results of operations and cash flows may continue to be adversely impacted. We expect continued uncertainty in our business and the global economy due to inflation, evolving global tariff policies, continued competition and changes in consumer spending patterns. Accordingly, our liquidity and financial results could be impacted in ways that we are not able to predict today.

Our concentration of sales reflects the continued evolution of consumer shopping preferences. Our net sales to pure-play online retailers and retail customers fulfilling end-consumer online orders, as well as our own online sales directly to consumers (collectively “online channel net sales”) comprised approximately 2728% ~~and 25%~~ of our total consolidated net sales revenue for the three ~~and nine~~ months ended ~~November~~May 3031, ~~2025~~2026, ~~respectively,~~ and ~~declined~~grew approximately 1129% ~~and 17%~~ compared to the same ~~periods~~period ~~last~~in ~~year,~~the ~~respectively~~prior year. For the three ~~and nine~~ months ended ~~November~~May 3031, ~~2024~~2025, our online channel net sales comprised approximately 2923% ~~and 28%~~ of our total consolidated net sales revenue, ~~respectively. Our~~and ~~online channel net sales~~ declined approximately 918% ~~and 7% for the three and nine months ended November 30, 2024~~ compared to the same ~~periods~~period ~~last~~in the prior year.

With the continued importance of online sales in the retail landscape, many brick and mortar retailers are aggressively looking for ways to improve their customer delivery capabilities to be able to meet customer expectations. As a result, it has become increasingly important for us to leverage our distribution capabilities in order to meet the changing demands of our customers, including increasing our online capabilities to support our direct-to-consumer sales channels and online channel sales by our retail customers. To meet these needs, we completed the construction of an additional distribution facility in Gallaway, Tennessee that became operational during fiscal 2024. During the first quarter of fiscal 2025, we experienced automation system startup issues at the facility which impacted some of our Home &

Table of Contents

Outdoor segment’s small retail customer and direct-to-consumer orders. As a result, our sales during the first quarter of fiscal 2025 were adversely impacted due to shipping disruptions, and we incurred additional costs and lost efficiency during both the first and second quarters of fiscal 2025 as we worked to remediate the issues. As a result of the remediation efforts performed, the automation system began to operate as designed during the third quarter of fiscal 2025, and we achieved targeted efficiency levels by the end of fiscal 2025.

Additionally, we have invested in a centralized cloud-based e-commerce platform, which most of our brands are currently utilizing. The centralized cloud-based e-commerce platform enables us to leverage a common system and rapidly deploy new capabilities across all of our brands, as well as more easily integrate new brands. We believe this platform enhances the customer experience by strengthening the digital presentation and product browsing capabilities and improving the checkout process, order delivery and post-order customer care.

Project Pegasus

During fiscal 2023, we initiated a global restructuring plan intended to expand operating margins through initiatives designed to improve efficiency and effectiveness and reduce costs (referred to as “Project Pegasus”). During the fourth quarter of fiscal 2025, we completed Project Pegasus, but still expect to realize the targeted savings through fiscal 2027. Project Pegasus included initiatives to further optimize our brand portfolio, streamline and simplify the organization, accelerate and amplify cost of goods savings projects, enhance the efficiency of our supply chain network, optimize our indirect spending and improve our cash flow and working capital, as well as other activities. These initiatives created operating efficiencies, as well as provided a platform to fund growth investments. During fiscal 2023, 2024 and 2025 we incurred restructuring charges in connection with Project Pegasus primarily for professional fees and severance and employee related costs, which were recorded as “Restructuring charges” in the condensed consolidated statements of (loss) income. Restructuring charges primarily represented cash expenditures and were substantially paid by the end of fiscal 2025, with a remaining liability of $7.7 million as of February 28, 2025.

We continue to have the following expectations regarding Project Pegasus savings:

•Targeted annualized pre-tax operating profit improvements of approximately $75 million to $85 million, which began in fiscal 2024 and we expect to be substantially achieved by the end of fiscal 2027.

•Estimated cadence of the recognition of the savings will be approximately 25% and 35% in fiscal 2024 and 2025, respectively, which were both achieved, and approximately 25% and 15% in fiscal 2026 and 2027, respectively.

•Total profit improvements to be realized approximately 60% through reduced cost of goods sold and 40% through lower SG&A.

During the three and nine months ended November 30, 2025 and 2024, our gross margin and operating margins were favorably impacted by lower commodity and product costs driven by our cost of goods saving projects. Expectations regarding our Project Pegasus initiatives and our ability to realize targeted savings are based on management’s estimates available at the time and are subject to a number of assumptions that could materially impact our estimates.

During the three and nine months ended November 30, 2024, we incurred $3.5 million and $6.9 million, respectively, of pre-tax restructuring costs in connection with Project Pegasus. We made total cash restructuring payments related to Project Pegasus of $5.7 million and $9.8 million during the nine months ended November 30, 2025 and 2024, respectively, and had a remaining liability of $2.0 million as of November 30, 2025. See Note 8 to the accompanying condensed consolidated financial statements for additional information.

Table of Contents

Water Filtration Patent Litigation

On December 23, 2021, Brita LP filed a complaint against Kaz USA, Inc. and Helen of Troy Limited in the U.S. District Court for the Western District of Texas (the “Patent Litigation”), alleging patent infringement by the Company relating to its PUR gravity-fed water filtration systems. Brita LP simultaneously filed a complaint with the U.S. International Trade Commission (“ITC”) against Kaz USA, Inc., Helen of Troy Limited and five other unrelated companies that sell water filtration systems (the “ITC Action”). The complaint in the ITC Action also alleged patent infringement by the Company with respect to a limited set of PUR gravity-fed water filtration systems. This action sought injunctive relief to prevent entry of certain accused PUR products (and certain other products) into the U.S. and cessation of marketing and sales of existing inventory already in the U.S. On February 28, 2023, the ITC issued an Initial Determination in the ITC Action, tentatively ruling against the Company and the other unrelated respondents. The ITC has a guaranteed review process, and thus all respondents, including the Company, filed a petition with the ITC for a full review of the Initial Determination. On September 19, 2023, the ITC issued its Final Determination in the Company’s favor. The ITC determined there was no violation by the Company and terminated the investigation. Brita LP subsequently appealed the ITC’s decision to the Federal Circuit (“CAFC Appeal”) and filed its Notice of Appeal on October 24, 2023. The Company intervened in the CAFC Appeal and oral argument occurred on August 5, 2025.

In connection with the CAFC Appeal, on October 15, 2025, the Federal Circuit issued a precedential opinion affirming the ITC’s decision that Brita LP’s claims were invalid. Following the ITC’s determinations with respect to the ITC Action and the Federal Circuit’s opinion in the CAFC Appeal, on December 22, 2025, Brita filed a notice to dismiss the Patent Litigation in the District Court. We expect the Court’s order dismissing the case in due course.

EPA Compliance Costs

During fiscal 2022 and 2023, we were in discussions with the U.S. Environmental Protection Agency (“the “EPA”) regarding the compliance of packaging and labeling claims on certain of our products in the air and water filtration ~~categories~~ and ahumidification ~~limited~~categories ~~subset of humidifier products~~ within the Beauty & Wellness segment that are sold in the U.S. The EPA did not raise any product quality, safety or performance issues. As a result of these packaging and labeling compliance discussions, we voluntarily implemented a temporary stop shipment action on the impacted products as we worked with the EPA towards an expedient resolution. We resumed normalized levels of shipping of the affected inventory during fiscal 2022, and we completed the repackaging and relabeling of ~~our existing inventory of~~ impacted products during fiscal 2023. ~~Additionally,~~We ascontinue ato ~~result~~have ofongoing continuing dialogue with the EPA, we executed further repackaging and relabeling plans on certain additional humidifier products and certain additional air filtration products, which were also completed during fiscal 2023. Ongoing settlement discussions with the EPA related to this matter ~~may result in the imposition of fines or penalties in the future~~. ~~Such~~As ~~potential~~of ~~fines~~February or28, ~~penalties~~2026, ~~cannot~~we beaccrued ~~reasonably~~an estimated~~. See~~ ~~Note~~liability 9of to$4.4 million, ~~the~~which ~~accompanying condensed consolidated financial statements for additional information.~~

Table of Contents

represents our best estimate of probable settlement costs related to this matter. See Note 8 to the accompanying condensed consolidated financial statements for additional information.

Talcum Powder Litigation Related to the Fiscal 2022 Personal Care Divestiture

In fiscal 2022, we completed the sale of our North America personal care business to HRB Brands LLC (“HRB Brands”). After the sale, we were named as a defendant in multiple lawsuits related to the use of personal care products containing talcum powder, primarily Brut deodorant and Ammens powder sold by our wholly-owned subsidiary, Idelle Labs, Ltd. We tendered indemnification of these cases to HRB Brands, which assumed control of the defense of the claims. After many years, during the fourth quarter of fiscal 2026, HRB Brands asserted that it was contesting the indemnification of these cases and tendered the indemnification back to us. Consequently, in order to protect the Company and its rights and defenses, we began to defend these cases. The Company maintains its position that HRB Brands is obligated to defend and indemnify the Company against these claims and plans to vigorously contest HRB Brands’ position. With respect to the talcum powder cases, we believe we have substantial defenses to the claims. The ultimate outcome of enforcing our indemnification claims against HRB Brands and the litigation relating to the talcum cases is inherently uncertain, and we cannot predict its resolution. During the first quarter of fiscal 2027, we paid approximately $1.0 million in settlements of these cases and accrued an additional $1.3 million for potential settlements and legal fees. As of May 31, 2026, we had an estimated liability of approximately $1.8 million. We cannot estimate the amount or range of amounts by which the liability may exceed the accrual established because of (i) the inherent difficulty in projecting the number of claims that have not yet been asserted or the time period in which future claims may be asserted, (ii) the complaints nearly always assert claims against multiple defendants where the damages alleged are typically not attributed to individual defendants so that a defendant’s share of liability may turn on the law of joint and several liability, which can vary by state, and (iii) the many factors, developments and inherent uncertainties involved with litigation that could affect the Company’s estimate of the liability. For additional information, see Note 8 to the accompanying condensed consolidated financial statements.

Securities Class Action Lawsuit

On June 2, 2026, the Company and certain of its officers were named as defendants in a purported federal securities class action lawsuit filed in the United States District Court for the Western District of Texas. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b‑5 relating to certain prior disclosures of the Company. The plaintiff seeks to represent a class of shareholders who purchased or otherwise acquired the Company’s common stock between April 24, 2024 and October 8, 2025. The Company believes the allegations asserted in the complaint are without merit and intends to defend them vigorously. At this early stage of the proceedings, the Company is unable to predict the outcome of this matter or reasonably estimate the possible loss or range of loss, if any.

Foreign Currency Exchange Rate Fluctuations

Due to the nature of our operations, we have exposure to the impact of fluctuations in exchange rates from transactions that are denominated in a currency other than our functional currency (the U.S. Dollar). Such transactions include sales and operating expenses. The most significant currencies affecting our operating results are the Euro, British Pound and Canadian Dollar.

For the three months ended ~~November~~May 3031, ~~2025~~2026, changes in foreign currency exchange rates had a favorable year-over-year impact on consolidated U.S. Dollar reported net sales revenue of approximately $12.69 million, or 0.38%, compared to aan ~~favorable~~unfavorable year-over-year impact of $0.1.0 million, or ~~less than~~ 0.12%, for the same period last year. ~~For the nine months ended November 30, 2025, changes in foreign currency exchange rates had a favorable year-over-year impact on consolidated U.S. Dollar reported net~~

3728

Table of Contents

sales revenue of approximately $0.8 million, or 0.1%, compared to an unfavorable year-over-year impact of $0.1 million, or less than 0.1%, for the same period last year.

Variability of the Cough/Cold/Flu Season

Sales in several of our Beauty & Wellness ~~segment~~ categories are highly correlated to the severity of winter weather and cough/cold/flu incidence. In the U.S., the cough/cold/flu season historically runs from November through March, with peak activity normally in January to March. The ~~2024-~~2025-2026 and ~~2023-~~2024-2025 cough/cold/flu seasons were below historical averages seen prior to the impact of COVID-19.

3829

Table of Contents

RESULTS OF OPERATIONS

The following ~~tables~~table ~~provide~~provides selected operating data, in U.S. Dollars, as a percentage of net sales revenue, and as a year-over-year percentage change.

	Three Months EndedNovember 30, 2025								% of Sales Revenue, net
	Three Months EndedMay 31,								% of Sales Revenue, net
(in thousands)	~~2025 (1)~~2026		~~2024~~2025		$ Change		% Change		~~2025~~2026		~~2024~~2025
Sales revenue by segment, net
Home & Outdoor	$	~~229~~194,~~637~~923	$	~~246~~177,~~109~~983	$	(16,~~472)~~940	(69.7)5	%	4448.85	%	4647.49	%
Beauty & Wellness	~~283~~207,192		~~284~~193,~~597~~672		(113,~~405)~~520		(07.5)0	%	5551.25	%	5352.61	%
Total sales revenue, net	~~512~~402,~~829~~115		~~530~~371,~~706~~655		~~(17~~30,~~877)~~460		(38.4)2	%	100.0	%	100.0	%
Cost of goods sold	~~272~~217,~~485~~260		~~271~~196,~~378~~644		120,~~107~~616		010.45	%	5354.10	%	5152.19	%
Gross profit	~~240~~184,~~344~~855		~~259~~175,~~328~~011		~~(18~~9,~~984)~~844		(75.3)6	%	46.90	%	4847.91	%
SG&A	~~182~~124,~~808~~506		~~180~~167,~~692~~664		2(43,~~116~~158)		1(25.27)	%	3531.60	%	3445.01	%
Asset impairment charges	~~65,906~~—		—414,385		65(414,~~906~~385)		*		~~12.9~~—	%	—111.5	%
Restructuring charges	—		3,518		(3,518)		*		—	%	0.7	%
Operating income (loss)	60,349		(407,038)		467,387		*		15.0	%	(109.5)	%
Operating (loss) income	(8,370)		75,118		(83,488)		*		(1.6)	%	14.2	%
Non-operating income, net	218		308		(90)		(29.2)	%	0.1	%	0.1	%
Non-operating income, net	211		198		13		6.6	%	—	%	—	%
Interest expense	12,243		13,808		(1,565)		(11.3)	%	3.0	%	3.7	%
Interest expense	15,855		12,164		3,691		30.3	%	3.1	%	2.3	%
Income (loss) before income tax	48,324		(420,538)		468,862		*		12.0	%	(113.2)	%
(Loss) income before income tax	(24,014)		63,152		(87,166)		*		(4.7)	%	11.9	%
Income tax expense	12,562		30,180		(17,618)		(58.4)	%	3.1	%	8.1	%
Income tax expense	60,042		13,536		46,506		*		11.7	%	2.6	%
Net income (loss)	$	35,762	$	(450,718)	$	486,480	*		8.9	%	(121.3)	%
Net (loss) income	$	(84,056)	$	49,616	$	(133,672)	*		(16.4)	%	9.3	%
	Nine Months EndedNovember 30, 2025								% of Sales Revenue, net
(in thousands)	2025 (1)		2024		$ Change		% Change		2025		2024
Sales revenue by segment, net
Home & Outdoor	$	616,341	$	686,512	$	(70,171)	(10.2)	%	46.8	%	48.3	%
Beauty & Wellness	699,924		735,262		(35,338)		(4.8)	%	53.2	%	51.7	%
Total sales revenue, net	1,316,265		1,421,774		(105,509)		(7.4)	%	100.0	%	100.0	%
Cost of goods sold	710,229		743,297		(33,068)		(4.4)	%	54.0	%	52.3	%
Gross profit	606,036		678,477		(72,441)		(10.7)	%	46.0	%	47.7	%
SG&A	527,471		530,865		(3,394)		(0.6)	%	40.1	%	37.3	%
Asset impairment charges	806,685		—		806,685		*		61.3	%	—	%
Restructuring charges	3,005		6,879		(3,874)		(56.3)	%	0.2	%	0.5	%
Operating (loss) income	(731,125)		140,733		(871,858)		*		(55.5)	%	9.9	%
Non-operating income, net	768		468		300		64.1	%	0.1	%	—	%
Interest expense	43,884		37,923		5,961		15.7	%	3.3	%	2.7	%
(Loss) income before income tax	(774,241)		103,278		(877,519)		*		(58.8)	%	7.3	%
Income tax expense	69,176		30,444		38,732		*		5.3	%	2.1	%
Net (loss) income	$	(843,417)	$	72,834	$	(916,251)	*		(64.1)	%	5.1	%

* Calculation is not meaningful.

39First Quarter Fiscal 2027 Financial Results

•Consolidated net sales revenue increased 8.2%, or $30.5 million, to $402.1 million for the three months ended May 31, 2026, compared to $371.7 million for the same period last year.

•Consolidated operating income was $60.3 million for the three months ended May 31, 2026, which includes a gain of $54.9 million from the sale of a distribution facility, compared to consolidated operating loss of $407.0 million for the same period last year. Consolidated operating loss for the three months ended May 31, 2025 included pre-tax asset impairment charges of $414.4 million. Consolidated operating margin increased to 15.0% of consolidated net sales revenue for the three months ended May 31, 2026, compared to (109.5)% for the same period last year.

•Consolidated adjusted operating income was $16.1 million for both the three months ended May 31, 2026 and 2025. Consolidated adjusted operating margin decreased 0.3 percentage points to 4.0% of consolidated net sales revenue for the three months ended May 31, 2026, compared to 4.3% for the same period last year.

•Net income was $35.8 million for the three months ended May 31, 2026, compared to net loss of $450.7 million for the same period last year. Diluted earnings per share was $1.51 for the three months ended May 31, 2026, compared to diluted loss per share of $19.65 for the same period last year.

•Adjusted income decreased 58.3%, or $5.5 million, to $4.0 million for the three months ended May 31, 2026, compared to $9.5 million for the same period last year. Adjusted diluted earnings per share decreased 58.5% to $0.17 for the three months ended May 31, 2026, compared to $0.41 for the same period last year.

Table of Contents

Third Quarter Fiscal 2026 Financial Results

•Consolidated net sales revenue decreased 3.4%, or $17.9 million, to $512.8 million for the three months ended November 30, 2025, compared to $530.7 million for the same period last year.

•Consolidated operating loss was $8.4 million for the three months ended November 30, 2025, compared to consolidated operating income of $75.1 million for the same period last year. Consolidated operating loss for the three months ended November 30, 2025 includes pre-tax asset impairment charges of $65.9 million. Consolidated operating margin decreased to (1.6)% of consolidated net sales revenue for the three months ended November 30, 2025, compared to 14.2% for the same period last year.

•Consolidated adjusted operating income decreased 24.6%, or $21.6 million, to $66.3 million for the three months ended November 30, 2025, compared to $87.9 million for the same period last year. Consolidated adjusted operating margin decreased 3.7 percentage points to 12.9% of consolidated net sales revenue for the three months ended November 30, 2025, compared to 16.6% for the same period last year.

•Net loss was $84.1 million for the three months ended November 30, 2025, compared to net income of $49.6 million for the same period last year. Diluted loss per share was $3.65 for the three months ended November 30, 2025, compared to diluted earnings per share of $2.17 for the same period last year.

•Adjusted income decreased 35.0%, or $21.4 million, to $39.7 million for the three months ended November 30, 2025, compared to $61.1 million for the same period last year. Adjusted diluted earnings per share decreased 36.0% to $1.71 for the three months ended November 30, 2025, compared to $2.67 for the same period last year.

Year-To-Date Fiscal 2026 Financial Results

•Consolidated net sales revenue decreased 7.4%, or $105.5 million, to $1,316.3 million for the nine months ended November 30, 2025, compared to $1,421.8 million for the same period last year.

•Consolidated operating loss was $731.1 million for the nine months ended November 30, 2025, compared to consolidated operating income of $140.7 million for the same period last year. Consolidated operating loss for the nine months ended November 30, 2025 includes pre-tax asset impairment charges of $806.7 million. Consolidated operating margin decreased to (55.5)% of consolidated net sales revenue for the nine months ended November 30, 2025, compared to 9.9% for the same period last year.

•Consolidated adjusted operating income decreased 38.3%, or $67.9 million, to $109.3 million for the nine months ended November 30, 2025, compared to $177.3 million for the same period last year. Consolidated adjusted operating margin decreased 4.2 percentage points to 8.3% of consolidated net sales revenue for the nine months ended November 30, 2025, compared to 12.5% for the same period last year.

•Net loss was $843.4 million for the nine months ended November 30, 2025, compared to net income of $72.8 million for the same period last year. Diluted loss per share was $36.70 for the nine months ended November 30, 2025, compared to diluted earnings per share of $3.15 for the same period last year.

Table of Contents

•Adjusted income decreased 44.0%, or $49.2 million, to $62.7 million for the nine months ended November 30, 2025, compared to $112.0 million for the same period last year. Adjusted diluted earnings per share decreased 43.8% to $2.72 for the nine months ended November 30, 2025, compared to $4.84 for the same period last year.

Consolidated and Segment Net Sales Revenue

The following ~~tables~~table ~~summarize~~summarizes the impact that Organic business, and foreign currency ~~and acquisitions~~ had on our net sales revenue by segment:

	Three Months Ended November 30,
	Three Months Ended May 31,
(in thousands)	Home & Outdoor			Beauty & Wellness			Total
Fiscal 2025 sales revenue, net	$	246,109		$	284,597		$	530,706
Fiscal 2026 sales revenue, net	$	177,983		$	193,672		$	371,655
Organic business	~~(17~~15,~~468)~~623			~~(39~~11,~~673)~~963			~~(57~~27,~~141)~~586
Impact of foreign currency	~~996~~1,317			~~596~~1,557			12,~~592~~874
Acquisition (1)	—			37,672			37,672
Change in sales revenue, net	16,940			13,520			30,460
Change in sales revenue, net	(16,472)			(1,405)			(17,877)
Fiscal 2027 sales revenue, net	$	194,923		$	207,192		$	402,115
Fiscal 2026 sales revenue, net	$	229,637		$	283,192		$	512,829
Total net sales revenue growth	9.5		%	7.0		%	8.2		%
Total net sales revenue growth (decline)	(6.7)		%	(0.5)		%	(3.4)		%
Organic business	8.8		%	6.2		%	7.4		%
Organic business	(7.1)		%	(13.9)		%	(10.8)		%
Impact of foreign currency	0.7		%	0.8		%	0.8		%
Impact of foreign currency	0.4		%	0.2		%	0.3		%
Acquisition	—		%	13.2		%	7.1		%

	Nine Months Ended November 30,
(in thousands)	Home & Outdoor			Beauty & Wellness			Total
Fiscal 2025 sales revenue, net	$	686,512		$	735,262		$	1,421,774
Organic business	(71,930)			(132,275)			(204,205)
Impact of foreign currency	1,759			(985)			774
Acquisition (1)	—			97,922			97,922
Change in sales revenue, net	(70,171)			(35,338)			(105,509)
Fiscal 2026 sales revenue, net	$	616,341		$	699,924		$	1,316,265
Total net sales revenue growth (decline)	(10.2)		%	(4.8)		%	(7.4)		%
Organic business	(10.5)		%	(18.0)		%	(14.4)		%
Impact of foreign currency	0.3		%	(0.1)		%	0.1		%
Acquisition	—		%	13.3		%	6.9		%

In the above table, Organic business refers to our net sales revenue associated with product lines or brands after the first twelve months from the date the product line or brand was acquired, excluding the impact that foreign currency remeasurement had on reported net sales revenue. Net sales revenue from internally developed brands or product lines is considered Organic business activity.

In the above tables, Organic business refers to our net sales revenue associated with product lines or brands after the first twelve months from the date the product line or brand was acquired, excluding the impact that foreign currency remeasurement had on reported net sales revenue. Net sales revenue from internally developed brands or product lines is considered Organic business activity.

Table of Contents

Consolidated Net Sales Revenue

Comparison of ~~Third~~First Quarter Fiscal ~~2026~~2027 to ~~Third~~First Quarter Fiscal ~~2025~~2026

Consolidated net sales revenue ~~decreased~~increased $1730.95 million, or 38.42%, to $~~512~~402.81 million, compared to $~~530~~371.7 million. The ~~decline~~increase was ~~driven by a decrease from Organic business of $57.1 million, or 10.8%,~~ primarily ~~due~~driven toby:

•aan ~~decline~~increase in ~~Beauty~~Home & ~~Wellness~~Outdoor due to ~~lower~~strong ~~sales~~international ~~of beauty products driven by softer consumer~~ demand, ~~increased~~for ~~competition~~packs, ~~and~~new ~~the~~product ~~cancellation~~launches ~~of direct import orders from China~~ and athe ~~decrease~~favorable incomparative ~~Wellness~~impact ~~primarily~~of ~~due~~retailer topull-forward ~~the~~activity ~~evolving dynamics~~ in the ~~China~~fourth ~~market~~quarter ~~favoring~~of ~~localized~~fiscal ~~production,~~2025 ~~lower consumer demand and stop shipment actions~~ in ~~support~~response ofto ~~consistent adoption of~~ tariff ~~related price increases by our retail partners~~uncertainty; and

•aan ~~decline~~increase in ~~Home~~Beauty & ~~Outdoor~~Wellness ~~due~~driven toby ~~lower~~ sales inof ~~the~~nail ~~insulated~~care, ~~beverageware~~fans ~~category~~and ~~driven by continued competition~~thermometers, ~~reduced~~which ~~replenishment~~was ~~orders~~partially ~~from~~offset ~~retail~~by ~~customers,~~a ~~and~~decline ~~lower~~in ~~club~~hair appliances and ~~closeout~~prestige ~~channel~~hair ~~sales~~care products.

~~These~~Consolidated ~~factors~~net ~~were~~sales ~~partially~~revenue ~~offset~~was byfavorably ~~strong~~impacted ~~demand~~by ~~for~~net ~~travel,~~foreign ~~technical~~currency ~~and~~fluctuations ~~lifestyle~~of ~~packs~~approximately in$2.9 ~~Home~~million, &or ~~Outdoor~~0.8%.

The Olive & June acquisition contributed $37.7 million, or 7.1%, to consolidated net sales revenue growth. Consolidated net sales revenue was favorably impacted by net foreign currency fluctuations of approximately $1.6 million, or 0.3%.

Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025

Consolidated net sales revenue decreased $105.5 million, or 7.4%, to $1,316.3 million, compared to $1,421.8 million. The decline was driven by a decrease from Organic business of $204.2 million, or 14.4%, primarily due to:

•a decline in Beauty & Wellness due to a decrease in sales of thermometers and fans primarily due to reduced replenishment and direct import orders from retail customers in Wellness, and a decline in Beauty driven by softer consumer demand, increased competition, a net distribution loss year-over-year, and the cancellation of direct import orders from China in Beauty; and

•a decline in Home & Outdoor due to continued competition and a net distribution loss year-over-year in the insulated beverageware category, lower replenishment orders from retail customers, softer consumer demand, and a decrease in club and closeout channel sales.

These factors were partially offset by:

•strong demand for technical, travel and lifestyle packs in Home & Outdoor;

•incremental sales from new product launches in the insulated beverageware category within Home & Outdoor; and

•the favorable comparative impact of shipping disruption at our Tennessee distribution facility due to automation startup issues affecting Home & Outdoor during the first quarter of fiscal 2025.

The Olive & June acquisition contributed $97.9 million or 6.9%, to consolidated net sales revenue growth. Consolidated net sales revenue was favorably impacted by net foreign currency fluctuations of approximately $0.8 million, or 0.1%.

Table of Contents

Segment Net Sales Revenue

Home & Outdoor

Comparison of ~~Third~~First Quarter Fiscal ~~2026~~2027 to ~~Third~~First Quarter Fiscal ~~2025~~2026

Net sales revenue ~~decreased~~increased $16.59 million, or 69.75%, to $~~229~~194.69 million, compared to $~~246~~178.10 million. The ~~decrease~~increase was primarily driven by:

•~~continued~~the ~~competition,~~favorable ~~lower~~comparative ~~replenishment~~impact ~~orders~~of ~~from~~lower ~~retail~~first ~~customers~~quarter ~~partially~~fiscal 2026 sales due to retailer ~~inventory~~pull-forward ~~rebalancing~~activity in ~~response~~the tofourth ~~softer~~quarter ~~demand~~of ~~trends,~~fiscal ~~and~~2025 ~~a decrease~~ in ~~club~~response ~~channel~~to ~~sales~~tariff inuncertainty ~~the~~and ~~insulated~~potential ~~beverageware~~supply ~~category~~disruption;

•astrong ~~decrease~~international indemand ~~online~~for ~~channel~~technical, ~~sales~~lifestyle inand ~~the~~travel ~~home category~~packs; ~~and~~

•~~lower~~incremental ~~closeout~~sales ~~channel~~from ~~sales.~~new product launches; and

~~These~~•higher ~~factors~~sales ~~were~~from ~~partially~~expanded ~~offset~~distribution ~~by:~~in the home and insulated beverageware categories.

~~•the~~These ~~benefit~~factors ofwere ~~tariff~~partially ~~related~~offset ~~customer~~by ~~price~~lower ~~increases;~~international sales in the home and insulated beverageware categories.

~~•strong demand for travel, technical and lifestyle packs;~~ 31

•higher brick and mortar sales in the home category primarily due to strong holiday season orders; and

•incremental sales from new product launches in the insulated beverageware category.

Segment net sales revenue was favorably impacted by net foreign currency fluctuations of approximately $1.0 million, or 0.4%.

Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025

Net sales revenue decreased $70.2 million, or 10.2%, to $616.3 million, compared to $686.5 million. The decrease was primarily driven by:

•softer consumer demand and lower replenishment orders from retail customers, partially due to retailer inventory rebalancing in response to demand trends;

•continued competition, a net distribution loss year-over-year and cancellation of direct import orders in response to higher tariffs in the insulated beverageware category;

•a decrease in club channel sales in response to higher tariffs;

•lower closeout channel sales; and

•the unfavorable impact of retailer pull-forward activity in the fourth quarter of fiscal 2025 in response to tariff uncertainty and anticipated supply disruption.

These factors were partially offset by:

•strong demand for technical, travel and lifestyle packs;

•the benefit of tariff related customer price increases;

•incremental sales from new product launches in the insulated beverageware category;

•higher sales from expanded distribution in the home category; and

•the favorable comparative impact of shipping disruption at our Tennessee distribution facility due to automation startup issues during the first quarter of fiscal 2025.

Segment net sales revenue was favorably impacted by net foreign currency fluctuations of approximately $1.8 million, or 0.3%.

Table of Contents

Segment net sales revenue was favorably impacted by net foreign currency fluctuations of approximately $1.3 million, or 0.7%.

Beauty & Wellness

Comparison of ~~Third~~First Quarter Fiscal ~~2026~~2027 to ~~Third~~First Quarter Fiscal ~~2025~~2026

Net sales revenue ~~decreased~~increased $113.45 million, or 07.50%, to $~~283~~207.2 million, compared to $~~284~~193.67 million. The ~~decrease~~increase was primarily driven by ~~a decrease from Organic business of $39.7 million, or 13.9%, primarily due to~~:

•aan ~~decline~~increase in ~~Beauty~~nail ~~primarily~~care due to ~~softer~~new ~~consumer demand, increased competition, the cancellation of direct import orders from China in response to higher tariffs~~ and ~~lower~~expanded ~~closeout channel sales~~distribution;

•aan ~~decline~~increase in ~~thermometry~~fan ~~primarily~~and ~~due~~thermometer tosales ~~evolving~~benefitting ~~dynamics~~from in the ~~China~~favorable ~~market,~~comparative ~~including~~impact aof ~~shift~~tariff ~~away~~related ~~from~~cancellations ~~cross-border~~of ~~ecommerce~~direct ~~toward~~import ~~localized~~orders ~~fulfillment~~and ~~models,~~disruption ~~heightened~~in ~~competition~~the ~~from~~China ~~domestic~~thermometry ~~sellers~~market ~~benefiting~~during ~~from~~the ~~government~~same ~~subsidies,~~period ~~and lower replenishment due to a weaker illness season~~ last year ~~in Asia~~; and

•aan ~~decline~~increase in Wellness asdriven ~~a result of stop shipment actions in support of consistent adoption of tariff related price increases~~ by ~~our~~incremental ~~retail~~sales ~~partners;~~from ~~and~~new product launches.

~~•the~~These ~~impact~~factors ofwere partially offset by a ~~below~~decline ~~average~~in ~~illness~~Beauty ~~season~~hair onappliances ~~the~~and ~~humidification~~prestige ~~category~~hair care products primarily due to softer consumer demand, continued competition and reduced replenishment orders from retail customers.

~~The Olive & June acquisition contributed $37.7 million, or 13.2%, to segment net sales revenue growth.~~ Segment net sales revenue was favorably impacted by net foreign currency fluctuations of approximately $01.6 million, or 0.28%.

Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025

Net sales revenue decreased $35.3 million, or 4.8%, to $699.9 million, compared to $735.3 million. The decrease was primarily driven by a decrease from Organic business of $132.3 million, or 18.0%, primarily due to:

•a decline in Beauty primarily due to softer consumer demand, increased competition, a net distribution loss year-over-year, the cancellation of direct import orders from China in response to higher tariffs and lower closeout channel sales;

•a decline in thermometry primarily due to evolving dynamics in the China market, including a shift away from cross-border ecommerce toward localized fulfillment models, heightened competition from domestic sellers benefiting from government subsidies, and lower replenishment due to a weaker illness season in Asia;

•a decrease in fan sales primarily driven by reduced replenishment orders from retail customers due to a decline in consumer demand and the cancellation of direct import orders from China in response to higher tariffs;

•a decrease in humidification due to stop shipment actions in support of consistent adoption of tariff related price increases by our retail partners and the impact of a below average illness season;

•a decrease in heater sales driven by reduced direct import orders from China in response to higher tariffs;

•a decrease in water filtration primarily driven by softer consumer demand, increased competitive promotional activity and stop shipment actions in support of consistent adoption of tariff related price increases by our retail partners; and

•sales of fans and air purifiers were also unfavorably impacted by stop shipment actions related to the consistent adoption of tariff related price increases by our retail partners and lower consumer demand.

These factors were partially offset by the favorable comparative impact of the shipping disruption from the Curlsmith system integration during the first quarter of fiscal 2025.

The Olive & June acquisition contributed $97.9 million, or 13.3%, to segment net sales revenue growth. Segment net sales revenue was unfavorably impacted by net foreign currency fluctuations of approximately $1.0 million, or 0.1%.

Table of Contents

Consolidated Gross Profit Margin

Comparison of ~~Third~~First Quarter Fiscal ~~2026~~2027 to ~~Third~~First Quarter Fiscal ~~2025~~2026

Consolidated gross profit margin decreased 21.01 percentage points to 46.90%, compared to 4847.91%. The decrease in consolidated gross profit margin was primarily due to the net unfavorable impact of ~~higher~~ tariffs, ~~and~~ a less favorable inventory obsolescence impact year-over-year, and an unfavorable customer mix within Home & Outdoor.

These factors were partially offset by the favorable impact of the acquisition of Olive & June within the Beauty & Wellness segment and lower commodity and product costs, partly driven by Project Pegasus initiatives.

Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025

Consolidated gross profit margin decreased 1.7 percentage points to 46.0%, compared to 47.7%. The decrease in consolidated gross profit margin was primarily due to the net unfavorable impact of tariffs, higher retail trade and promotional expense, and a less favorable inventory obsolescence impact year-over-year.

Consolidated SG&A

Comparison of ~~Third~~First Quarter Fiscal ~~2026~~2027 to ~~Third~~First Quarter Fiscal ~~2025~~2026

Consolidated SG&A ratio ~~increased~~decreased 114.61 percentage points to 3531.60%, compared to 3445.01%. The ~~increase~~decrease in the consolidated SG&A ratio was primarily due to:

•a gain on the ~~impact~~sale of ~~the~~our ~~Olive~~distribution &facility ~~June~~in ~~acquisition~~Southaven, Mississippi of $54.9 million;

•~~higher~~the ~~outbound~~favorable ~~freight~~comparative impact of CEO succession costs of $3.5 million recognized in the prior year period;

•anlower ~~increase~~outbound infreight ~~annual incentive compensation expense~~costs; ~~and~~

•~~the~~a ~~impact~~decrease ofin ~~unfavorable~~depreciation ~~operating~~and ~~leverage~~amortization ~~due~~expense; ~~to the decrease in net sales.~~and

~~These~~•the ~~factors~~impact ~~were~~of ~~partially~~favorable ~~offset~~operating byleverage ~~lower~~due ~~marketing~~to ~~expense~~the ~~year-over-year~~increase in net sales.

~~Comparison~~These offactors ~~First~~were ~~Nine~~partially ~~Months~~offset ofby ~~Fiscal~~an ~~2026~~increase toin ~~First~~share-based ~~Nine~~compensation ~~Months of Fiscal 2025~~expense.

Consolidated SG&A ratio increased 2.8 percentage points to 40.1%, compared to 37.3%. The increase in the consolidated SG&A ratio was primarily due to:

•higher outbound freight costs;

•an increase in annual incentive compensation expense;

•the impact of the Olive & June acquisition;

•CEO succession costs of $3.5 million; and

•the impact of unfavorable operating leverage due to the decrease in net sales.

These factors were partially offset by the favorable comparative impact of higher distribution center expense in the prior year period primarily due to additional costs and lost efficiency associated with automation startup issues at our Tennessee distribution facility.

Table of Contents

Asset Impairment Charges

~~During~~We ~~the~~did ~~three~~not ~~months~~record ~~ended~~any ~~November 30, 2025, we recorded~~ asset impairment charges ofduring ~~$65.9~~the ~~million~~first ~~($72.1~~quarter ~~million~~of ~~after~~fiscal ~~tax) to reduce our goodwill by $39~~2027.~~0 million and our other intangible assets by $26.9 million.~~ During the ~~nine~~first ~~months~~quarter ~~ended~~of ~~November~~fiscal 302026, ~~2025,~~ we recorded asset impairment charges of $~~806~~414.74 million ($~~802~~436.32 million after tax) to reduce our goodwill by $~~648~~317.6 0 million and our other intangible assets by $~~158~~97.1 4 million. For additional information regarding the testing and analysis performed, ~~refer~~see toNote ~~“Critical~~5 ~~Accounting~~to ~~Policies~~the ~~and~~accompanying ~~Estimates”~~condensed inconsolidated ~~this~~financial ~~Item 2~~statements.~~, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”~~

~~We did not record any asset impairment charges during the first nine months of fiscal 2025.~~32

Restructuring Charges

During the nine months ended November 30, 2025, we incurred $3.0 million of pre-tax restructuring charges for severance and employee related costs as a result of personnel reductions outside of the scope of Project Pegasus.

During the three and nine months ended November 30, 2024, we incurred $3.5 million and $6.9 million, respectively, of pre-tax restructuring costs in connection with Project Pegasus, which were primarily comprised of severance and employee related costs, contract termination costs and professional fees. During the nine months ended November 30, 2025 and November 30, 2024, we made total cash restructuring payments related to Project Pegasus of $5.7 million and $9.8 million, respectively, and had a remaining liability of $2.0 million as of November 30, 2025.

Table of Contents

Operating Income (Loss) ~~Income~~, Operating Margin, Adjusted Operating Income (non-GAAP) and Adjusted Operating Margin (non-GAAP) by Segment

In order to provide a better understanding of the impact of certain items on our operating income (loss) ~~income~~, the tables that follow report the comparative pre-tax impact of asset impairment charges, CEO succession costs, ~~restructuring~~gain ~~charges~~on sale of distribution facility, amortization of intangible assets and non-cash share-based compensation, as applicable, on operating income (loss) ~~income~~ and operating margin for each segment and in total for the periods presented below. Adjusted operating income and adjusted operating margin may be considered non-GAAP financial measures as contemplated by SEC Regulation G, Rule 100. For additional information regarding management’s decision to present this non-GAAP financial information, see the introduction to this Item 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Three Months Ended November 30, 2025
	Three Months Ended May 31, 2026
(in thousands)	Home & Outdoor				Beauty & Wellness				Total
Operating loss, as reported (GAAP)	$	(72)	—	%	$	(8,298)	(2.9)	%	$	(8,370)	(1.6)	%
Operating income, as reported (GAAP)	$	8,165	4.2	%	$	52,184	25.2	%	$	60,349	15.0	%
Asset impairment charges	24,000		10.5	%	41,906		14.8	%	65,906		12.9	%
Gain on sale of distribution facility	—		—	%	(54,854)		(26.5)	%	(54,854)		(13.6)	%
Subtotal	238,~~928~~165		~~10.~~4.2	%	33(2,~~608~~670)		11(1.93)	%	575,~~536~~495		111.24	%
Amortization of intangible assets	1,~~377~~373		0.67	%	2,~~331~~782		01.83	%	34,~~708~~155		01.70	%
Non-cash share-based compensation	2,~~013~~794		01.94	%	3,~~017~~643		1.18	%	56,~~030~~437		1.06	%
Adjusted operating income (non-GAAP)	$	2712,~~318~~332	116.93	%	$	383,~~956~~755	131.8	%	$	6616,~~274~~087	124.90	%

	Three Months Ended November 30, 2024
	Three Months Ended May 31, 2025
(in thousands)	Home & Outdoor				Beauty & Wellness				Total
Operating income, as reported (GAAP)	$	40,313	16.4	%	$	34,805	12.2	%	$	75,118	14.2	%
Operating loss, as reported (GAAP)	$	(213,793)	(120.1)	%	$	(193,245)	(99.8)	%	$	(407,038)	(109.5)	%
Restructuring charges	770		0.3	%	2,748		1.0	%	3,518		0.7	%
Asset impairment charges	219,095		123.1	%	195,290		100.8	%	414,385		111.5	%
Subtotal	41,083		16.7	%	37,553		13.2	%	78,636		14.8	%
CEO succession costs	1,742		1.0	%	1,742		0.9	%	3,484		0.9	%
Amortization of intangible assets	1,770		0.7	%	2,777		1.0	%	4,547		0.9	%
Subtotal	7,044		4.0	%	3,787		2.0	%	10,831		2.9	%
Non-cash share-based compensation	2,476		1.0	%	2,254		0.8	%	4,730		0.9	%
Amortization of intangible assets	1,782		1.0	%	3,207		1.7	%	4,989		1.3	%
Adjusted operating income (non-GAAP)	$	45,329	18.4	%	$	42,584	15.0	%	$	87,913	16.6	%
Non-cash share-based compensation	34		—	%	262		0.1	%	296		0.1	%
Adjusted operating income (non-GAAP)	$	8,860	5.0	%	$	7,256	3.7	%	$	16,116	4.3	%

	Nine Months Ended November 30, 2025
(in thousands)	Home & Outdoor				Beauty & Wellness				Total
Operating loss, as reported (GAAP)	$	(286,443)	(46.5)	%	$	(444,682)	(63.5)	%	$	(731,125)	(55.5)	%
Asset impairment charges	328,632		53.3	%	478,053		68.3	%	806,685		61.3	%
CEO succession costs	1,742		0.3	%	1,742		0.2	%	3,484		0.3	%
Restructuring charges	1,501		0.2	%	1,504		0.2	%	3,005		0.2	%
Subtotal	45,432		7.4	%	36,617		5.2	%	82,049		6.2	%
Amortization of intangible assets	4,532		0.7	%	8,050		1.2	%	12,582		1.0	%
Non-cash share-based compensation	6,295		1.0	%	8,403		1.2	%	14,698		1.1	%
Adjusted operating income (non-GAAP)	$	56,259	9.1	%	$	53,070	7.6	%	$	109,329	8.3	%

Consolidated Operating Income (Loss)

	Nine Months Ended November 30, 2024
(in thousands)	Home & Outdoor				Beauty & Wellness				Total
Operating income, as reported (GAAP)	$	87,315	12.7	%	$	53,418	7.3	%	$	140,733	9.9	%
Restructuring charges	1,728		0.3	%	5,151		0.7	%	6,879		0.5	%
Subtotal	89,043		13.0	%	58,569		8.0	%	147,612		10.4	%
Amortization of intangible assets	5,303		0.8	%	8,303		1.1	%	13,606		1.0	%
Non-cash share-based compensation	8,303		1.2	%	7,747		1.1	%	16,050		1.1	%
Adjusted operating income (non-GAAP)	$	102,649	15.0	%	$	74,619	10.1	%	$	177,268	12.5	%

Comparison of First Quarter Fiscal 2027 to First Quarter Fiscal 2026

47Consolidated operating income was $60.3 million, or 15.0% of net sales revenue, compared to consolidated operating loss of $407.0 million, or (109.5)% of net sales revenue. Operating loss in the first quarter of fiscal 2026 included $414.4 million of pre-tax asset impairment charges. The remaining 13.0 percentage point increase in consolidated operating margin was primarily due to:

~~Table~~•a gain on the sale of ~~Contents~~our distribution facility in Southaven, Mississippi of $54.9 million;

~~Consolidated~~•the ~~Operating~~favorable ~~(Loss)~~comparative ~~Income~~impact of CEO succession costs of $3.5 million recognized in the prior year period;

~~Comparison~~•reduced ofoutbound ~~Third~~freight ~~Quarter~~costs; ~~Fiscal 2026 to Third Quarter Fiscal 2025~~and

~~Consolidated~~•the ~~operating~~impact ~~loss was $8.4 million, or (1.6)%~~ of ~~net~~favorable ~~sales~~operating ~~revenue,~~leverage ~~compared~~due to ~~consolidated~~the ~~operating~~increase ~~income~~in ~~of $75.1 million, or 14.2% of~~ net sales ~~revenue~~. Operating loss in the third quarter of fiscal 2026 included $65.9 million of pre-tax asset impairment charges. The remaining 2.9 percentage point decrease in consolidated operating margin was primarily due to:

•the net unfavorable impact of higher tariffs on our gross profit;

•a less favorable inventory obsolescence impact year-over-year;

•higher outbound freight costs;

•an increase in annual incentive compensation expense; and

•the impact of unfavorable operating leverage due to the decrease in net sales.

These factors were partially offset by:

•the ~~favorable~~net ~~comparative~~unfavorable impact of ~~restructuring costs of $3.5 million recognized in the prior year period~~tariffs;

•~~the~~an ~~favorable~~increase ~~impact~~in ofshare-based ~~the~~compensation ~~acquisition of Olive & June within the Beauty & Wellness segment~~expense;

•~~lower~~a ~~commodity~~less ~~and~~favorable ~~product~~inventory ~~costs,~~obsolescence ~~partly~~impact ~~driven by Project Pegasus initiatives~~year-over-year; and

•~~reduced~~unfavorable ~~marketing~~customer ~~expense~~mix within Home & Outdoor.

~~Consolidated adjusted operating income decreased 24.6% to $66.3 million, or 12.9% of net sales revenue, compared to $87.9 million, or 16.6% of net sales revenue.~~33

Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025

Consolidated operating loss was $731.1 million, or (55.5)% of net sales revenue, compared to consolidated operating income of $140.7 million, or 9.9% of net sales revenue. Operating loss during the first nine months of fiscal 2026 included $806.7 million of pre-tax asset impairment charges. The remaining 4.1 percentage point decrease in consolidated operating margin was primarily due to:

•the net unfavorable impact of higher tariffs on our gross profit;

•higher retail trade and promotional expense;

•increased outbound freight costs;

•a less favorable inventory obsolescence impact year-over-year;

•an increase in annual incentive compensation expense;

•CEO succession costs of $3.5 million; and

•the impact of unfavorable operating leverage due to the decrease in net sales.

These factors were partially offset by:

•the favorable impact of the acquisition of Olive & June within the Beauty & Wellness segment;

•lower commodity and product costs, partly driven by Project Pegasus initiatives; and

•the favorable comparative impact of higher distribution center expense in the prior year period primarily due to additional costs and lost efficiency associated with automation startup issues at our Tennessee distribution facility.

Consolidated adjusted operating income decreased 38.3% to $109.3 million, or 8.3% of net sales revenue, compared to $177.3 million, or 12.5% of net sales revenue.

Table of Contents

Consolidated adjusted operating income was $16.1 million for both the first quarter of fiscal 2027 and 2026, representing 4.0% and 4.3% of net sales revenue, respectively.

Home & Outdoor

Comparison of ~~Third~~First Quarter Fiscal ~~2026~~2027 to ~~Third~~First Quarter Fiscal ~~2025~~2026

Operating ~~loss~~income was $08.12 million, or 04.02% of segment net sales revenue, compared to operating ~~income~~loss of $40213.38 million, or 16(120.41)% of segment net sales revenue. Operating loss in the ~~third~~first quarter of fiscal 2026 included $24219.01 million of pre-tax asset impairment charges. The remaining 51.92 percentage point ~~decrease~~increase in segment operating margin was primarily due to:

•the ~~net~~favorable ~~unfavorable~~comparative impact of ~~higher~~CEO ~~tariffs~~succession oncosts ~~our~~of ~~gross~~$1.7 ~~profit~~million recognized in the prior year period;

•~~higher~~reduced ~~retail~~outbound ~~trade~~freight ~~and promotional expense~~costs; and

•~~less~~the impact of favorable ~~inventory~~operating ~~obsolescence~~leverage ~~impact~~due ~~year-over-year;~~to the increase in net sales.

•higher outbound freight costs;

•an increase in annual incentive compensation expense; and

•the impact of unfavorable operating leverage due to the decrease in net sales.

These factors were partially offset by:

•~~reduced~~the ~~marketing~~net ~~expense;~~unfavorable ~~and~~impact of tariffs;

•~~lower~~an ~~commodity~~increase ~~and~~in ~~product~~share-based ~~costs,~~compensation ~~partly~~expense; ~~driven by Project Pegasus initiatives.~~and

~~Adjusted~~•unfavorable ~~operating~~customer ~~income decreased 39~~mix.~~7% to $27.3 million, or 11.9% of segment net sales revenue, compared to $45.3 million, or 18.4% of segment net sales revenue.~~

~~Comparison~~Adjusted ofoperating ~~First~~income ~~Nine~~increased ~~Months~~39.2% to $12.3 million, or 6.3% of ~~Fiscal~~segment ~~2026~~net sales revenue, compared to ~~First~~$8.9 ~~Nine~~million, ~~Months~~or 5.0% of ~~Fiscal~~segment ~~2025~~net sales revenue.

Operating loss was $286.4 million, or (46.5)% of segment net sales revenue, compared to operating income of $87.3 million, or 12.7% of segment net sales revenue. Operating loss during the first nine months of fiscal 2026 included $328.6 million of pre-tax asset impairment charges. The remaining 5.9 percentage point decrease in segment operating margin was primarily due to:

•the net unfavorable impact of higher tariffs on our gross profit;

•higher retail trade and promotional expense;

•less favorable inventory obsolescence impact year-over-year;

•higher outbound freight costs;

•an increase in annual incentive compensation expense; and

•the impact of unfavorable operating leverage due to the decrease in net sales.

These factors were partially offset by lower commodity and product costs, partly driven by Project Pegasus initiatives, and the favorable comparative impact of higher distribution center expense in the prior year period.

Adjusted operating income decreased 45.2% to $56.3 million, or 9.1% of segment net sales revenue, compared to $102.6 million, or 15.0% of segment net sales revenue.

Table of Contents

Beauty & Wellness

Comparison of ~~Third~~First Quarter Fiscal ~~2026~~2027 to ~~Third~~First Quarter Fiscal ~~2025~~2026

Operating ~~loss~~income was $852.32 million, or (225.9)2% of segment net sales revenue, compared to operating ~~income~~loss of $34193.82 million, or 12(99.28)% of segment net sales revenue. Operating loss in the ~~third~~first quarter of fiscal 2026 included $41195.93 million of pre-tax asset impairment charges. The remaining 024.32 percentage point ~~decrease~~increase in segment operating margin was primarily due to:

•~~the~~a ~~net~~gain ~~unfavorable~~on ~~impact~~the sale of ~~higher~~our ~~tariffs~~distribution onfacility ~~our~~in ~~gross~~Southaven, ~~profit~~Mississippi of $54.9 million;

•athe ~~less~~ favorable ~~inventory~~comparative ~~obsolescence~~ impact of CEO succession costs of $1.7 million recognized in the prior year~~-over-year~~ period;

•~~higher~~reduced outbound freight costs; and

•anthe ~~increase~~impact inof ~~annual~~favorable ~~incentive~~operating ~~compensation~~leverage ~~expense;~~due ~~and~~to the increase in net sales.

•the impact of unfavorable operating leverage due to the decrease in net sales.

These factors were partially offset by:

•~~lower~~the ~~retail~~net ~~trade~~unfavorable ~~and~~impact ~~promotional~~of ~~expense~~tariffs;

•~~the~~an ~~favorable~~increase ~~comparative impact of restructuring costs of $2.7 million recognized~~ in ~~the~~share-based ~~prior~~compensation ~~year period~~expense; and

•~~the~~a less favorable ~~impact~~inventory ofobsolescence ~~the~~impact ~~acquisition of Olive & June; and~~year-over-year.

~~•lower~~Adjusted ~~commodity~~operating ~~and~~income ~~product~~decreased ~~costs~~48.2% to $3.8 million, ~~partly~~or ~~driven~~1.8% byof ~~Project~~segment ~~Pegasus~~net ~~initiatives~~sales revenue, compared to $7.3 million, or 3.7% of segment net sales revenue.

Adjusted operating income decreased 8.5% to $39.0 million, or 13.8% of segment net sales revenue, compared to $42.6 million, or 15.0% of segment net sales revenue.

Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025

Operating loss was $444.7 million, or (63.5)% of segment net sales revenue, compared to operating income of $53.4 million, or 7.3% of segment net sales revenue. Operating loss during the first nine months of fiscal 2026 included $478.1 million of pre-tax asset impairment charges. The remaining 2.5 percentage point decrease in segment operating margin was primarily due to:

•the net unfavorable impact of higher tariffs on our gross profit;

•increased marketing expense;

•higher outbound freight costs;

•a less favorable inventory obsolescence impact year-over-year;

•an increase in annual incentive compensation expense; and

•the impact of unfavorable operating leverage due to the decrease in net sales.

These factors were partially offset by the favorable impact of the acquisition of Olive & June and lower commodity and product costs, partly driven by Project Pegasus initiatives.

Adjusted operating income decreased 28.9% to $53.1 million, or 7.6% of segment net sales revenue, compared to $74.6 million, or 10.1% of segment net sales revenue.

Interest Expense

Comparison of ~~Third~~First Quarter Fiscal ~~2026~~2027 to ~~Third~~First Quarter Fiscal ~~2025~~2026

Interest expense was $1512.92 million, compared to $1213.28 million. The ~~increase~~decrease in interest expense was primarily due to ~~higher~~lower average borrowings outstanding, partially offset by a higher average effective interest rate inclusive of the impact of our interest rate swaps compared to the same period last year.

~~Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025~~34

Interest expense was $43.9 million, compared to $37.9 million. The increase in interest expense was primarily due to higher average borrowings outstanding, partially offset by a lower average effective interest rate inclusive of the impact of our interest rate swaps compared to the same period last year.

Table of Contents

Income Tax Expense

The comparison of our effective tax rate between periods is often impacted by the geographic mix of earnings among our various tax jurisdictions. Due to our organization in Bermuda and the ownership structure of our foreign subsidiaries, many of which are not owned directly or indirectly by a U.S. parent company, an immaterial amount of our foreign income is subject to U.S. taxation on a permanent basis under current law. Additionally, our intangible assets are primarily owned by foreign affiliates, resulting in proportionally higher earnings in jurisdictions with statutory tax rates lower than that of the U.S.

Table of Contents

revise legislation in response to these reforms, we could experience further adverse impacts on our global effective tax rate.

The downward revisions to our internal forecasts utilized in our impairment testing during the first quarter of fiscal 2026 impacted our assessment of the future realizability of ~~net~~a related deferred tax ~~assets~~asset, ~~for~~which ~~our~~led ~~Switzerland~~to ~~subsidiary as of~~ the ~~beginning~~recording of ~~the~~a ~~fiscal~~discrete ~~year~~$16. ~~Based~~5 onmillion ~~these revisions and in accordance with ASC 740, Income Taxes, we recorded discrete partial~~ valuation ~~allowances~~allowance during the first ~~and~~quarter ~~second quarters~~ of fiscal 2026 ~~and ultimately full valuation allowances of $34~~.8 million and $64.8 million for the three and nine months ended November 30, 2025, respectively. We expect to maintain a full valuation allowance on these net deferred tax assets until we have objective factors that demonstrate the likelihood of realizing these deferred tax benefits.

For the nine months ended November 30, 2025, income tax expense was $69.2 million on a pre-tax loss of $774.2 million, compared to income tax expense of $30.4 million on pre-tax income of $103.3 million for the same period last year. The increase in tax expense relative to pre-tax income (loss) is primarily due to non-deductible impairment charges and valuation allowances on deferred tax assets recorded during the nine months ended November 30, 2025, as discussed above.35

Table of Contents

Net Income (Loss) ~~Income~~, Diluted Earnings (Loss) ~~Earnings~~ Per Share, Adjusted Income (non-GAAP) and Adjusted Diluted Earnings Per Share (non-GAAP)

In order to provide a better understanding of the impact of certain items on our income (loss) ~~income~~ and diluted earnings (loss) ~~earnings~~ per share, the tables that follow report the comparative after-tax impact of asset impairment charges, ~~Barbados~~CEO ~~tax~~succession ~~reform~~costs, ~~CEO~~gain ~~succession~~on ~~costs~~sale of distribution facility, intangible asset reorganization, ~~restructuring charges,~~ amortization of intangible assets and non-cash share-based compensation, as applicable, on income (loss) ~~income~~ and diluted earnings (loss) ~~earnings~~ per share for the periods presented below. Adjusted income and adjusted diluted earnings per share may be considered non-GAAP financial measures as contemplated by SEC Regulation G, Rule 100. For additional information regarding management’s decision to present this non-GAAP financial information, see the introduction to this Item 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Three Months Ended November 30, 2025
	Three Months Ended May 31, 2026
	(Loss) Income						Diluted (Loss) Earnings Per Share
	Income						Diluted Earnings Per Share
(in thousands, except per share data)	Before Tax		Tax		Net of Tax		Before Tax		Tax		Net of Tax
As reported (GAAP)	$	~~(24~~48,~~014)~~324	$	6012,~~042~~562	$	~~(84~~35,~~056)~~762	$	(12.~~04)~~03	$	20.6153	$	(31.~~65)~~51
Asset impairment charges	65,906		(6,232)		72,138		2.84		(0.27)		3.11
Gain on sale of distribution facility	(54,854)		(13,549)		(41,305)		(2.31)		(0.57)		(1.74)
Intangible asset reorganization	—		(44,056)		44,056		—		(1.90)		1.90
Subtotal	(6,530)		(987)		(5,543)		(0.27)		(0.04)		(0.23)
Subtotal	41,892		9,754		32,138		1.81		0.42		1.39
Amortization of intangible assets	4,155		672		3,483		0.17		0.03		0.15
Amortization of intangible assets	3,708		638		3,070		0.16		0.03		0.13
Non-cash share-based compensation	6,437		424		6,013		0.27		0.02		0.25
Non-cash share-based compensation	5,030		521		4,509		0.22		0.02		0.19
Adjusted (non-GAAP)	$	4,062	$	109	$	3,953	$	0.17	$	—	$	0.17
Adjusted (non-GAAP)	$	50,630	$	10,913	$	39,717	$	2.18	$	0.47	$	1.71
Weighted average shares of common stock used in computing reported and non-GAAP diluted earnings per share											23,758
Weighted average shares of common stock used in computing:
Diluted loss per share, as reported											23,035
Adjusted diluted earnings per share (non-GAAP)											23,180

	Three Months Ended November 30, 2024
	Three Months Ended May 31, 2025
	Income						Diluted Earnings Per Share
	(Loss) Income						Diluted (Loss) Earnings Per Share
(in thousands, except per share data)	Before Tax		Tax		Net of Tax		Before Tax		Tax		Net of Tax
As reported (GAAP)	$	63(420,~~152~~538)	$	1330,~~536~~180	$	49(450,~~616~~718)	$	2(18.7633)	$	01.5932	$	2(19.1765)
Restructuring charges	3,518		316		3,202		0.15		0.01		0.14
Asset impairment charges	414,385		(21,769)		436,154		18.04		(0.95)		18.99
Subtotal	66,670		13,852		52,818		2.91		0.61		2.31
CEO succession costs	3,484		153		3,331		0.15		0.01		0.15
Amortization of intangible assets	4,547		664		3,883		0.20		0.03		0.17
Intangible asset reorganization	—		(16,474)		16,474		—		(0.72)		0.72
Non-cash share-based compensation	4,730		354		4,376		0.21		0.02		0.19
Subtotal	(2,669)		(7,910)		5,241		(0.12)		(0.34)		0.23
Adjusted (non-GAAP)	$	75,947	$	14,870	$	61,077	$	3.32	$	0.65	$	2.67
Amortization of intangible assets	4,989		882		4,107		0.22		0.04		0.18
Weighted average shares of common stock used in computing reported and non-GAAP diluted earnings per share											22,882
Non-cash share-based compensation	296		157		139		0.01		0.01		0.01
Adjusted (non-GAAP)	$	2,616	$	(6,871)	$	9,487	$	0.11	$	(0.30)	$	0.41
Weighted average shares of common stock used in computing:
Diluted loss per share, as reported											22,943
Adjusted diluted earnings per share (non-GAAP)											22,971

53Comparison of First Quarter Fiscal 2027 to First Quarter Fiscal 2026

Net income was $35.8 million, compared to net loss of $450.7 million. Diluted earnings per share was $1.51, compared to diluted loss per share of $19.65. The increase is primarily due to the comparative impact of after-tax asset impairment charges of $436.2 million and valuation allowances on deferred tax assets related to our intangible asset reorganization both recognized during the first quarter of fiscal 2026, the recognition of an after-tax gain on the sale of our distribution facility of $41.3 million during the first quarter of fiscal 2027, and a decrease in interest expense.

Table of Contents

	Nine Months Ended November 30, 2025
	(Loss) Income						Diluted (Loss) Earnings Per Share
(in thousands, except per share data)	Before Tax		Tax		Net of Tax		Before Tax		Tax		Net of Tax
As reported (GAAP)	$	(774,241)	$	69,176	$	(843,417)	$	(33.69)	$	3.01	$	(36.70)
Asset impairment charges	806,685		4,418		802,267		34.99		0.19		34.80
CEO succession costs	3,484		153		3,331		0.15		0.01		0.14
Intangible asset reorganization	—		(74,015)		74,015		—		(3.21)		3.21
Restructuring charges	3,005		421		2,584		0.13		0.02		0.11
Subtotal	38,933		153		38,780		1.69		0.01		1.68
Amortization of intangible assets	12,582		2,189		10,393		0.55		0.09		0.45
Non-cash share-based compensation	14,698		1,123		13,575		0.64		0.05		0.59
Adjusted (non-GAAP)	$	66,213	$	3,465	$	62,748	$	2.87	$	0.15	$	2.72
Weighted average shares of common stock used in computing:
Diluted loss per share, as reported											22,979
Adjusted diluted earnings per share (non-GAAP)											23,054

Adjusted income decreased $5.5 million, or 58.3%, to $4.0 million, compared to $9.5 million. Adjusted diluted earnings per share decreased 58.5% to $0.17, compared to $0.41.

	Nine Months Ended November 30, 2024
	Income						Diluted Earnings Per Share
(in thousands, except per share data)	Before Tax		Tax		Net of Tax		Before Tax		Tax		Net of Tax
As reported (GAAP)	$	103,278	$	30,444	$	72,834	$	4.47	$	1.32	$	3.15
Barbados tax reform	—		(6,045)		6,045		—		(0.26)		0.26
Restructuring charges	6,879		619		6,260		0.30		0.03		0.27
Subtotal	110,157		25,018		85,139		4.76		1.08		3.68
Amortization of intangible assets	13,606		1,986		11,620		0.59		0.09		0.50
Non-cash share-based compensation	16,050		839		15,211		0.69		0.04		0.66
Adjusted (non-GAAP)	$	139,813	$	27,843	$	111,970	$	6.05	$	1.20	$	4.84
Weighted average shares of common stock used in computing reported and non-GAAP diluted earnings per share											23,118

Comparison of Third Quarter Fiscal 2026 to Third Quarter Fiscal 2025

Net loss was $84.1 million, compared to net income of $49.6 million. Diluted loss per share was $3.65, compared to diluted earnings per share of $2.17. The decrease is primarily due to the recognition of an after-tax asset impairment charge of $72.1 million during the third quarter of fiscal 2026, higher income tax expense primarily from the recognition of a valuation allowance on a deferred tax asset related to our intangible asset reorganization in fiscal 2025, lower operating income exclusive of the asset impairment charges and an increase in interest expense.

Adjusted income decreased $21.4 million, or 35.0%, to $39.7 million, compared to $61.1 million. Adjusted diluted earnings per share decreased 36.0% to $1.71, compared to $2.67.

Comparison of First Nine Months of Fiscal 2026 to First Nine Months of Fiscal 2025

Net loss was $843.4 million, compared to net income of $72.8 million. Diluted loss per share was $36.70, compared to diluted earnings per share of $3.15. The decrease is primarily due to the recognition of after-tax asset impairment charges of $802.3 million during the first nine months of fiscal 2026, higher income tax expense primarily from the recognition of a valuation allowance on a deferred tax asset related to our intangible asset reorganization in fiscal 2025, lower operating income exclusive of the asset impairment charges and an increase in interest expense.

Table of Contents

Adjusted income decreased $49.2 million, or 44.0%, to $62.7 million, compared to $112.0 million. Adjusted diluted earnings per share decreased 43.8% to $2.72, compared to $4.84.

Liquidity and Capital Resources

We principally rely on our cash flow from operations and borrowings under our Credit Agreement (as defined below) to finance our operations, capital and intangible asset expenditures, acquisitions and share repurchases. Historically, our principal uses of cash to fund our operations have included operating expenses, primarily SG&A, and working capital, predominantly for inventory purchases and the extension of credit to our retail customers. We have typically been able to generate positive cash flow from operations sufficient to fund our operating activities. In the past, we have utilized a combination of available cash and existing, or additional, sources of financing to fund strategic acquisitions, share repurchases and capital investments. We ~~generated $59.8 million in cash from operations during the first nine months of fiscal 2026 and~~ had $2721.17 million in cash and cash equivalents at ~~November~~May 3031, ~~2025~~2026. As of ~~November~~May 3031, ~~2025~~2026, the amount of cash and cash equivalents held by our foreign subsidiaries was $1916.84 million. We have no existing activities involving special purpose entities or off-balance sheet financing.

We believe our short-term liquidity requirements will primarily consist of operating and working capital requirements, capital expenditures and interest payments on our debt. Based on our current financial condition and current operations, we believe that cash flows from operations and available financing sources will continue to provide sufficient capital resources to fund our foreseeable short- and long-term liquidity requirements. In the short-term we plan to prioritize repaying our debt outstanding.

Based on our current financial condition and current operations, we believe that cash flows from operations and available financing sources will continue to provide sufficient capital resources to fund our foreseeable short- and long-term liquidity requirements.

We continue to evaluate acquisition opportunities on a regular basis. We may finance acquisition activity with available cash, the issuance of shares of common stock, additional debt, or other sources of financing, depending upon the size and nature of any such transaction and the status of the capital markets at the time of such acquisition.

We may also elect to repurchase additional shares of common stock under our Board of Directors’ authorization, subject to limitations contained in our debt agreement and based upon our assessment of a number of factors, including share price, trading volume and general market conditions, working capital requirements, general business conditions, financial conditions, any applicable contractual limitations, and other factors, including alternative investment opportunities. We may finance share repurchases with available cash, additional debt or other sources of financing. For additional information, see Part II, Item 5., “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” in our Form 10-K and Part II, Item 2., “Unregistered Sales of Equity Securities and Use of Proceeds” in this report.

Operating Activities

Operating activities ~~provided~~used net cash of $590.86 million for the ~~nine~~three months ended ~~November~~May 3031, ~~2025~~2026, compared to net cash provided of $7858.23 million for the same period last year. The ~~decrease~~change in cash ~~provided~~used by operating activities was primarily driven by aincreases ~~decrease~~ in cash ~~earnings~~used ~~and~~primarily ~~increases in payments~~ for ~~inventory~~accounts receivable, ~~inclusive~~annual ofincentive ~~higher~~compensation ~~tariffs,~~ and ~~interest~~income taxes, partially offset by ~~decreases~~an increase in cash ~~used~~earnings ~~primarily~~and ~~for~~decreases ~~accounts~~in ~~receivable,~~payments ~~annual~~for ~~incentive compensation~~inventory, ~~income~~inclusive ~~taxes~~of ~~and~~tariffs, restructuring activities and interest.

Table of Contents

Investing Activities

Investing activities ~~used~~provided net cash of $2772.15 million during the ~~nine~~three months ended ~~November~~May 3031, ~~2025~~2026, compared to net cash used of $239.65 million for the same period last year. The increase in cash ~~used~~provided by investing activities was primarily due to anproceeds ~~increase~~received infrom ~~capital and intangible asset expenditures, partially offset by a favorable net working capital settlement during~~ the ~~first~~sale ~~quarter~~ of ~~fiscal~~our ~~2026~~distribution ~~related~~facility toin ~~the~~Southaven, ~~acquisition~~Mississippi ofand ~~Olive~~a &decrease ~~June. The increase~~ in capital and intangible asset expenditures was primarily due to an increase in expenditures for buildings and improvements, computer, furniture and other equipment, and tooling, molds, and other production equipment, primarily driven by manufacturing diversification outside of China.

Financing Activities

Financing activities used net cash of $2469.51 million during the ~~nine~~three months ended ~~November~~May 3031, ~~2025~~2026, compared to net cash used of $3245.41 million for the same period last year. The ~~decrease~~increase in cash used by financing activities is primarily due to anet ~~decrease~~repayments inof ~~payments~~our ~~for~~long-term ~~repurchases~~debt of ~~common~~$65.1 ~~stock,~~million ~~partially~~and ~~offset~~a by$4.1 ~~net~~million ~~repayments~~contingent ofconsideration ~~our~~payment ~~long-term~~related ~~debt~~to ofthe ~~$24.3~~Olive ~~million~~& June acquisition during the ~~nine~~first ~~months~~quarter ~~ended~~of ~~November~~fiscal 302027, ~~2025,~~ in comparison to net ~~borrowings~~repayments of long-term debt of $6745.30 million during the same period last year.

Credit Agreement

OnWe ~~February~~have ~~15,~~an ~~2024,~~amended ~~we entered into a~~ credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, and other lenders that provides for aggregate commitments of $1.525 billion, which are available through (i) a $~~1.0~~750 ~~billion~~million revolving credit facility, which includes a $50 million sublimit for the issuance of letters of credit, (ii) a $250 million term loan facility, and (iii) a committed $250 million delayed draw term loan facility, which permitted multiple drawdowns until August 15, 2025. Proceeds can be used for working capital and other general corporate purposes, including funding permitted acquisitions. At the closing date, February 15, 2024, we borrowed $457.5 million under the revolving credit facility and $250.0 million under the term loan facility and utilized the proceeds to repay all debt outstanding under our prior credit agreement. During the first quarter of fiscal 2026, we borrowed $250.0 million under the delayed draw term loan facility and utilized the proceeds to repay debt outstanding under the revolving credit facility. During the first quarter of fiscal 2026, we capitalized $0.4 million of lender fees and a de minimis amount of third-party fees incurred in connection with the delayed draw term loan facility borrowing, which were recorded as prepaid financing fees in long-term debt. The Credit Agreement matures on February 15, 2029. The Credit Agreement includes an accordion feature, which permits the Company to request to increase its borrowing capacity by an additional $300 million plus an unlimited amount when the Leverage Ratio (as defined in the Credit Agreement) on a pro-forma basis is less than 3.25 to 1.00. The term loans are payable at the end of each fiscal quarter in equal installments of 0.625% through February 28, 2025, 0.9375% through February 28, 2026, and 1.25% thereafter of the original principal balance of the term loans, which began in the first quarter of fiscal 2025 for the term loan facility and began in the second quarter of fiscal 2026 for the delayed draw term loan facility, with the remaining balance due at the maturity date. Borrowings under the Credit Agreement bear floating interest at either the Base Rate or Term SOFR (as defined in the Credit Agreement), plus a margin based on the Net Leverage Ratio (as defined in the Credit Agreement) of 0% to 1.125% and 1.0% to 2.125% for Base Rate and Term SOFR borrowings, respectively.

The floating interest rates on our borrowings under the Credit Agreement are hedged with interest rate swaps to effectively fix interest rates on $625 million and $550 million of the outstanding principal balance under the Credit Agreement as of November 30, 2025 and February 28, 2025, respectively. For additional information regarding our interest rate swaps, see Notes 11, 12, and 13 to the accompanying condensed consolidated financial statements.37

Table of Contents

Inissuance ~~connection~~of ~~with~~letters ~~the~~of ~~acquisition~~credit, of(ii) ~~Olive~~a &$250 million ~~June,~~term weloan ~~provided~~facility, ~~notice~~and of(iii) a ~~Qualified~~$250 million ~~Acquisition~~delayed ~~(as~~draw ~~defined~~term inloan ~~the~~facility. Proceeds ~~Credit~~can ~~Agreement)~~be used for working capital and other general corporate purposes, including funding permitted acquisitions. During the first quarter of fiscal 2026, we borrowed $~~235~~250.0 million under ~~our~~the ~~Credit~~delayed ~~Agreement~~draw toterm ~~fund~~loan facility and utilized the ~~acquisition~~proceeds ~~initial~~to ~~cash~~repay ~~consideration~~debt outstanding under the revolving credit facility. ~~The~~During ~~exercise~~the first quarter of fiscal 2026, we capitalized $0.4 million of lender fees and a de minimis amount of third-party fees incurred in connection with the ~~Qualified~~delayed ~~Acquisition~~draw ~~notice~~term ~~triggered~~loan ~~temporary~~facility ~~adjustments~~borrowing, towhich were recorded as prepaid financing fees in long-term debt. The Credit Agreement matures on February 15, 2029. The Credit Agreement includes an accordion feature, which permits the ~~maximum~~Company to request to increase its borrowing capacity by an additional $300 million plus an unlimited amount when the Leverage Ratio (as defined in the Credit Agreement), ~~which~~on ~~was~~a pro-forma basis, is less than 3.5025 to 1.00. The ~~before~~term loans and delayed draw term loans are currently payable at the ~~impact~~end of ~~the~~each ~~qualified~~fiscal ~~acquisition~~quarter ~~notice. As~~in aequal ~~result~~installments of 1.25% of the ~~Qualified~~original ~~Acquisition~~principal ~~notice~~balance, ~~commencing~~with the remaining balance due at the ~~beginning~~maturity ofdate. Borrowings ~~our~~under ~~fourth~~the ~~quarter~~Credit ofAgreement ~~fiscal~~bear ~~2025~~floating interest at either the Base Rate or Term SOFR (as defined in the Credit Agreement), plus a margin based on the ~~maximum~~Net Leverage Ratio ~~was~~(as ~~4.50~~defined in the Credit Agreement) of 0% to 1.00375% ~~through~~and ~~November~~1.0% 30to 2.375% for Base Rate and Term SOFR borrowings, ~~2025~~respectively. ~~For~~We ~~additional~~also ~~information~~incur onloan commitment and letter of credit fees under the ~~acquisition,~~Credit ~~see~~Agreement ~~Note~~ranging 4from 0.1% to ~~the~~0.45% ~~accompanying~~per ~~condensed~~annum ~~consolidated~~and ~~financial~~1.0% ~~statements~~to 2.375% per annum, respectively, based on our Net Leverage Ratio.

OnThe ~~November~~floating ~~25,~~interest ~~2025,~~rates weon ~~entered~~our ~~into~~borrowings anunder ~~amendment~~the Credit Agreement are hedged with interest rate swaps to effectively fix interest rates on $425 million and $325 million of the outstanding principal balance under the Credit Agreement ~~(the~~as ~~“Amendment”)~~of May 31, ~~which~~2026 ~~provides~~and ~~for~~February 28, 2026, respectively. For additional information regarding our interest rate swaps, see Notes 10, 11, and 12 to the ~~following:~~accompanying condensed consolidated financial statements.

~~•Reduces~~As of May 31, 2026, the ~~commitment~~outstanding ~~under~~Credit Agreement principal balance was $720.5 million (excluding prepaid financing fees) and the ~~revolving~~balance of outstanding letters of credit ~~facility~~was ~~from~~$9.5 million. As of May 31, 2026, the amount available for revolving loans under the Credit Agreement was $1491.02 ~~billion~~million, and the amount available per the maximum Leverage Ratio was $168.5 million. Covenants in the Credit Agreement limit the amount of total indebtedness we can incur. As of May 31, 2026, these covenants effectively limited our ability to incur more than $~~750~~168.05 million; of additional debt from all sources, including the Credit Agreement.

•Amends the maximum Leverage Ratio financial covenant so that it is not permitted to be greater than as set forth below as of the end of the fiscal quarter:

Fiscal Quarter Ending			MaximumLeverage Ratio
November 30, 2025			4.50 to 1.00
February 28, 2026 through August 31, 2026			4.50 to 1.00
November 30, 2026			4.00 to 1.00
February 28, 2027 through May 31, 2027			3.75 to 1.00
August 31, 2027 and each fiscal quarter thereafter			3.50 to 1.00

As of November 30, 2025, the outstanding Credit Agreement principal balance was $897.5 million (excluding prepaid financing fees) and the balance of outstanding letters of credit was $9.5 million. As of November 30, 2025, the amount available for revolving loans under the Credit Agreement, as amended, was $334.5 million, and the amount available per the maximum Leverage Ratio was $135.6 million. Covenants in the Credit Agreement, as amended, limit the amount of total indebtedness we can incur. As of November 30, 2025, these covenants effectively limited our ability to incur more than $135.6 million of additional debt from all sources, including the Credit Agreement, as amended.

Table of Contents

Debt Covenants

As of ~~November~~May 3031, ~~2025~~2026, we were in compliance with all covenants as defined under the terms of the Credit Agreement~~, as amended~~.

Critical Accounting Policies and Estimates

The SEC defines critical accounting estimates as those made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on a company’s financial condition or results of operations. For a discussion of the estimates that we consider to meet this definition and represent our more critical estimates and assumptions used in the preparation of our consolidated financial statements, see the section entitled “Critical Accounting Policies and Estimates” in our Form 10-K. Since the filing of our Form 10-K, there have been no material changes in our critical accounting policies and estimates from those disclosed therein~~, except as described below:~~.

During the first, second and third quarters of fiscal 2026, we concluded that a goodwill impairment triggering event had occurred due to a further sustained decline in our stock price, resulting in our carrying value (excluding long-term debt) exceeding the Company’s total enterprise value (market capitalization plus long-term debt). Additional factors that contributed to these conclusions included downward revisions to our internal forecasts and strategic long-term plans, which reflect the tariff policies in effect, timing of corresponding price increases and the related macroeconomic environment at the end of our first, second and third quarters of fiscal 2026, including the corresponding impact on consumer spending and retailer orders. These factors were applicable to all of our reporting units, indefinite-lived trademark licenses and trade names and definite-lived trademark licenses, trade names and certain other intangible assets. Thus, we performed quantitative impairment testing on our goodwill and intangible assets described above during the first, second and third quarters of fiscal 2026. 38

Based on the outcome of these assessments, we recognized pre-tax asset impairment charges as follows:

(in thousands)	Three Months EndedNovember 30, 2025		Nine Months EndedNovember 30, 2025
Home & Outdoor (1)	$	24,000	$	328,632
Beauty & Wellness (2)	41,906		478,053
Total	$	65,906	$	806,685

(1)Asset impairment charges recognized for our Home & Outdoor segment included charges for our Hydro Flask and Osprey businesses of $15.0 million and $9.0 million, respectively, for the three months ended November 30, 2025 and $180.5 million and $148.1 million, respectively, for the nine months ended November 30, 2025.

(2)Asset impairment charges recognized for our Beauty & Wellness segment included charges for our Health & Wellness, Drybar and Curlsmith businesses of $10.7 million, $3.1 million and $28.2 million, respectively, for the three months ended November 30, 2025 and for our Health & Wellness, Drybar, Curlsmith and Revlon businesses of $207.3 million, $154.5 million, $92.8 million and $23.5 million, respectively, for the nine months ended November 30, 2025.

Impairment of Goodwill

We review goodwill for impairment on an annual basis or more frequently whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If such circumstances or conditions exist, we perform a qualitative assessment to determine whether it is more likely than not that the assets are impaired. We evaluate goodwill at the reporting unit level (operating segment or one level below an operating segment). We operate two reportable segments, Home & Outdoor and Beauty & Wellness, which are comprised of eight reporting units, one of which did not have any goodwill recorded as of the beginning of fiscal 2026. If the results of the qualitative assessment indicate that it is more likely than not that the assets are impaired, further steps are required in order to determine whether the

Table of Contents

carrying value of each reporting unit exceeds its fair market value. An impairment charge is recognized to the extent the goodwill recorded exceeds the reporting unit’s fair value. We perform our annual impairment testing for goodwill as of the beginning of the fourth quarter of our fiscal year.

As described above, during the first, second and third quarters of fiscal 2026, we concluded that a goodwill impairment triggering event had occurred, and our qualitative assessment resulted in us performing quantitative goodwill impairment testing on all of our reporting units. The quantitative assessments performed resulted in total pre-tax goodwill impairment charges of $39.0 million during the three months ended November 30, 2025 in our Beauty & Wellness segment and $648.6 million during the nine months ended November 30, 2025, which includes impairment charges of $229.1 million in our Home & Outdoor segment and $419.5 million in our Beauty & Wellness segment. The Beauty & Wellness segment includes goodwill impairment charges related to our Health & Wellness, Drybar and Curlsmith reporting units of $10.7 million, $0.2 million and $28.2 million, respectively, for the three months ended November 30, 2025 and $200.3 million, $134.3 million and $85.0 million, respectively, for the nine months ended November 30, 2025. The Home & Outdoor segment includes goodwill impairment charges related to our Hydro Flask and Osprey reporting units of $115.9 million and $113.1 million, respectively, for the nine months ended November 30, 2025. No goodwill impairment charges were recognized during the three months ended November 30, 2025 related to our Home & Outdoor segment.

The remaining carrying values of the Osprey, Health & Wellness and Curlsmith reporting units’ goodwill as of November 30, 2025 were $96.6 million, $84.7 million and $32.1 million, respectively. The goodwill impairment charges recognized for the Hydro Flask and Drybar reporting units reduced the carrying values of their goodwill to zero.

During the first quarter of fiscal 2026, in connection with our annual budgeting and forecasting process, management reduced its forecasts for net sales revenue, gross margin and earnings before interest and taxes to reflect the tariff policies in effect and the related macroeconomic environment at the end of our first quarter of fiscal 2026, including the corresponding impact on consumer spending and retailer orders, as applicable. The revised forecasts also resulted in management selecting lower residual growth rates, which were also reflective of revised long-term industry growth expectations. During the second and third quarters of fiscal 2026, management further reduced its forecasts for net sales revenue, gross margin and earnings before interest and taxes to reflect the tariff policies in effect, timing of corresponding price increases and the related macroeconomic environment at the end of our second and third quarters of fiscal 2026, including the impact on consumer spending, retailer orders and China cross border ecommerce due to a shift to localized distribution, as applicable. An inability to achieve expected revenue and profitability in line with our internal projections could result in further declines in the fair value that may result in additional goodwill impairment charges.

The fair value of our OXO reporting unit, within our Home & Outdoor reportable segment, represented 108% of its carrying value as of November 30, 2025. We performed a sensitivity analysis on key assumptions used in the valuation. A hypothetical adverse change of 10% in the forecasted sales used to estimate the fair value of the OXO reporting unit would have resulted in an impairment charge of approximately $154.1 million against its goodwill carrying value of $166.1 million as of November 30, 2025.

The fair value of our Osprey reporting unit, within our Home & Outdoor reportable segment, represented 100% of its carrying value as of November 30, 2025. We performed a sensitivity analysis on key assumptions used in the valuation. A hypothetical adverse change of 10% in the forecasted sales used to estimate the fair value of the Osprey reporting unit would have resulted in an impairment charge of approximately $96.6 million reducing its goodwill carrying value to zero.

Table of Contents

As of November 30, 2025, our remaining reporting unit, Olive & June had a fair value that exceeded its carrying value by at least 10%.

Considerable management judgment is necessary to estimate expected future cash flows for our reporting units, including evaluating the impact of operational and external economic factors on our future cash flows, all of which are subject to uncertainty. The assumptions and estimates used in determining the fair value of our reporting units involve significant elements of subjective judgment and analysis by management. Certain future events and circumstances, including higher tariffs, deterioration of retail economic conditions, higher cost of capital and a decline in actual and expected consumer demand, among others, could result in changes to these assumptions and judgments. A revision of these estimates and assumptions could cause the fair values of the reporting units to fall below their respective carrying values, resulting in impairment charges, which could have a material adverse effect on our results of operations.

Some of the inherent estimates and assumptions used in determining the fair value of our reporting units are outside of the control of management, including interest rates, cost of capital, tax rates, tariff rates, strength of retail economies and industry growth. While we believe that the estimates and assumptions we use are reasonable at the time made, it is possible changes could occur. The recoverability of our goodwill is dependent upon discretionary consumer demand and execution of our strategic plan, which includes investing in our brands, growing internationally, new product introductions and expanded distribution to drive revenue growth and profitability and achieve our projections, and our tariff mitigation plans. The net sales revenue and profitability rates used in our projections are management’s estimate of the most likely results over time, given a wide range of potential outcomes. Actual results may differ from those assumed in forecasts, which could result in material impairment charges. We will continue to monitor our reporting units for any triggering events or other signs of impairment including consideration of changes in tariff rates and the macroeconomic environment, significant declines in operating results, further significant sustained decline in market capitalization from current levels and other factors, which could result in impairment charges in the future.

Impairment of Intangible Assets

We review our indefinite-lived intangible assets for impairment on an annual basis or more frequently whenever events or changes in circumstances indicate that their carrying value may not be recoverable. If such circumstances or conditions exist, we perform a qualitative assessment to determine whether it is more likely than not that the assets are impaired. If the results of the qualitative assessment indicate that it is more likely than not that the assets are impaired, further steps are required in order to determine whether the carrying values of the indefinite-lived intangible assets exceeds their fair values. We perform our annual impairment testing for our indefinite-lived intangible assets as of the beginning of the fourth quarter. We review our definite-lived intangible assets for impairment whenever a triggering event occurs that indicates their carrying value may not be recoverable. If such circumstances or conditions exist, we assess recoverability based on estimated future pre-tax undiscounted cash flows. If the carrying value exceeds the estimated future pre-tax undiscounted cash flows, further steps are required in order to determine whether the carrying value of each of the individual assets exceeds its fair value.

As described above, during the first, second and third quarters of fiscal 2026, we concluded that an impairment triggering event had occurred and concluded to perform quantitative impairment analyses on our indefinite-lived intangible assets, which include trademark licenses and trade names, our definite-lived trademark licenses, trade names and certain other intangible assets, which were determined not to be recoverable. Our intangible asset impairment test compares the fair value of our intangible assets with their carrying value, and an impairment loss is recognized for the amount by which the carrying value exceeds the fair value.

Table of Contents

Our indefinite-lived intangible asset testing resulted in total impairment charges of $24.0 million during the three months ended November 30, 2025, which includes $15.0 million related to our Hydro Flask trade name and $9.0 million related to our Osprey trade name, and $97.0 million during the nine months ended November 30, 2025, which includes $55.0 million related to our Hydro Flask trade name, $35.0 million related to our Osprey trade name and $7.0 million related to our PUR trade name. The remaining carrying values of the Hydro Flask, Osprey and PUR trade names as of November 30, 2025 were $4.0 million, $135.0 million and $47.0 million, respectively. As of November 30, 2025, the remaining carrying value of the Hydro Flask trade name was reclassified to a definite-lived trade name and assigned a useful life of 10 years.

Our definite-lived trademark license and trade name testing resulted in total impairment charges of $2.9 million during the three months ended November 30, 2025 related to our Drybar trade name and $38.0 million during the nine months ended November 30, 2025, which includes $23.5 million related to our Revlon trademark license, $7.8 million related to our Curlsmith trade name and $6.7 million related to our Drybar trade name. The remaining carrying values of the Revlon trademark license and Curlsmith trade name as of November 30, 2025 were $40.4 million and $9.6 million, respectively. The impairment charge recognized for the Drybar trade name reduced its carrying value to zero. In connection with the impairment testing, the remaining useful life of the Revlon trademark license was revised from 35 years to 10 years as of November 30, 2025, which will increase annual amortization expense by approximately $2.9 million.

During the first quarter of fiscal 2026, our definite-lived customer relationships and lists assessment resulted in a total impairment charge of $19.5 million, which includes $10.7 million and $8.8 million related to our Drybar and Hydro Flask customer relationships, respectively, which reduced the carrying values of these assets to zero. No impairment charges were recognized during the second or third quarters of fiscal 2026 related to our customer relationships and lists.

During the first quarter of fiscal 2026, our other intangible assets assessment resulted in a total impairment charge of $3.6 million, which includes $2.8 million and $0.8 million related to Drybar and Hydro Flask other intangibles, respectively, which reduced the carrying values of these assets to zero. No impairment charges were recognized during the second or third quarters of fiscal 2026 related to our other intangible assets.

Our Hydro Flask and Osprey intangible assets are included within our Home & Outdoor segment. Our Revlon, Curlsmith, Drybar and PUR intangible assets are included within our Beauty & Wellness segment. During the first quarter of fiscal 2026, in connection with our annual budgeting and forecasting process, management reduced its forecasts for net sales revenue, gross margin and earnings before interest and taxes to reflect the tariff policies in effect and the related macroeconomic environment at the end of our first quarter of fiscal 2026, including the corresponding impact on consumer spending and retailer orders, as applicable. The revised forecasts also resulted in management selecting lower residual growth rates, which were also reflective of revised long-term industry growth expectations, and royalty rates, as applicable. During the second and third quarters of fiscal 2026, management further reduced its forecasts for net sales revenue, gross margin and earnings before interest and taxes to reflect the tariff policies in effect, timing of corresponding price increases and the related macroeconomic environment at the end of our second and third quarters of fiscal 2026, including the impact on consumer spending, retailer orders and China cross border ecommerce due to a shift to localized distribution, as applicable. An inability to achieve expected revenue and profitability in line with our internal projections could result in further declines in the fair value that may result in additional impairment charges to these intangible assets.

As of November 30, 2025, all of our other indefinite-lived trademark licenses and trade names had a fair value that exceeded their carrying value by at least 10% except for our PUR trade name. The fair value

Table of Contents

of our PUR indefinite-lived trade name, within our Beauty & Wellness reportable segment, represented 104% of its carrying value as of November 30, 2025. We performed a sensitivity analysis on key assumptions used in the valuation. A hypothetical adverse change of 10% in the forecasted sales used to estimate the fair value of the PUR trade name would have resulted in an impairment charge of approximately $3.0 million against its carrying value of $47.0 million as of November 30, 2025.

The assumptions and estimates used in determining the fair value of our intangible assets involve significant elements of subjective judgment and analysis by management. Certain future events and circumstances, including higher tariffs, deterioration of retail economic conditions, higher cost of capital, or a decline in actual and expected consumer demand, could result in changes to these assumptions and judgments. A revision of these estimates and assumptions could cause the fair values of the intangible assets to fall below their respective carrying values, resulting in impairment charges, which could have a material adverse effect on our results of operations.

The estimates and assumptions inherent in determining the fair value of our intangible assets are subject to the same risks described above for determining the fair value of our goodwill. Further declines in anticipated consumer spending or an inability to achieve expected revenue and profitability in line with our strategic long-term plans, including our tariff mitigation plans, could result in declines in the fair value that may result in impairment charges to our intangible assets. We will continue to monitor our intangible assets for any triggering events or other signs of impairment including consideration of changes in tariff rates and the macroeconomic environment, significant declines in sales or operating results and other factors, which could result in impairment charges in the future. For additional information, refer to Note 5 and Note 11 to the accompanying condensed consolidated financial statements.

Table of Contents

Information Regarding Forward-Looking Statements

Certain statements in this report, including those in documents and our other filings with the SEC referenced herein, may constitute “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. Generally, the words “anticipates”, “assumes”, “believes”, “expects”, “plans”, “may”, “will”, “might”, “would”, “should”, “seeks”, “estimates”, “project”, “predict”, “potential”, “currently”, “continue”, “intends”, “outlook”, “forecasts”, “targets”, “reflects”, “could”, and other similar words identify forward-looking statements. All statements that address operating results, events or developments that we expect or anticipate may occur in the future, including statements related to sales, expenses, ~~including cost reduction measures,~~ earnings per share results, and statements expressing general expectations about future operating results, are forward-looking statements and are based upon our current expectations and various assumptions. We currently believe there is a reasonable basis for our expectations and assumptions, but there can be no assurance that we will realize our expectations or that our assumptions will prove correct. Forward-looking statements are only as of the date they are made and are subject to risks, many of which are beyond our control, that could cause them to differ materially from actual results. Accordingly, we caution readers not to place undue reliance on forward-looking statements. We believe that these risks include but are not limited to the risks described or referenced in this report and that are otherwise described from time to time in our SEC reports as filed. We undertake no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.

Such risks are not limited to, but may include:

•the geographic concentration of certain U.S. distribution facilities which increases our risk to disruptions that could affect our ability to deliver products in a timely manner;

•the occurrence of cyber incidents or failure by us or our third-party service providers to maintain cybersecurity and the integrity of confidential internal or customer data;

•a cybersecurity breach, obsolescence or interruptions in the operation of our central global Enterprise Resource Planning systems and other peripheral information systems;

•the risks associated with the use of licensed trademarks from or to third parties;

•our ability to develop and introduce a continuing stream of innovative new products to meet changing consumer preferences;

•actions taken by large customers that may adversely affect our gross profit and operating results;

•our dependence on sales to several large customers and the risks associated with any loss of, or substantial decline in, sales to top customers;

•our dependence on third-party manufacturers, most of which are located in Asia, and any inability to obtain products from such manufacturers or diversify production to other regions or source the same product in multiple regions or implement potential tariff mitigation plans;

•our ability to deliver products to our customers in a timely manner and according to their fulfillment standards;

•the risks associated with trade barriers, exchange controls, expropriations, and other risks associated with domestic and foreign operations including uncertainty and business interruptions resulting from political changes and events in the U.S. and abroad, and volatility in the global credit and financial markets and economy;

•our dependence on the strength of retail economies and vulnerabilities to any prolonged economic downturn, including a downturn from the effects of macroeconomic conditions, geopolitical conditions including global conflicts or wars such as the Israel-United States and Iran conflict, any public health crises or similar conditions;

•the risks associated with weather conditions, the duration and severity of the cold and flu season and other related factors;

•our reliance on our CEO and a limited number of other key senior officers to operate our business;

•~~the~~our ~~risks~~ability ~~associated~~to ~~with~~execute ~~the~~and ~~use~~realize ofexpected ~~licensed~~synergies ~~trademarks~~ from orstrategic tobusiness ~~third~~initiatives ~~parties~~such as acquisitions, divestitures and global restructuring plans;

•our ability to execute and realize expected synergies from strategic business initiatives such as acquisitions, including Olive & June, divestitures and global restructuring plans, including Project Pegasus;39

Table of Contents

•the risks of significant tariffs or other restrictions continuing to be placed on imports from China, ~~Mexico~~Vietnam or ~~Vietnam,~~Mexico ~~including by the current U.S. presidential administration which has promoted~~ and ~~implemented plans to raise tariffs and pursue other trade policies intended to restrict imports, or~~ any retaliatory ~~trade~~ measures taken by ~~China,~~these ~~Mexico or Vietnam~~countries;

•the risks of potential changes in laws and regulations, including environmental, employment and health and safety and tax laws, and the costs and complexities of compliance with such laws;

•the risks associated with increased focus and expectations on climate change and other sustainability matters;

•the risks associated with significant changes in or our compliance with regulations, interpretations or product certification requirements;

•the risks associated with global legal developments regarding privacy and data security that could result in changes to our business practices, penalties, increased cost of operations, or otherwise harm our business;

•the risks associated with product recalls, product liability, class actions and other claims against us;

•our dependence on whether we are classified as a “controlled foreign corporation” for U.S. federal income tax purposes which impacts the tax treatment of our non-U.S. income;

•the risks associated with ~~legislation~~regulatory ~~enacted~~changes in Bermuda, ~~and~~including ~~Barbados in response to the European Union’s review of harmful tax competition and additional focus on compliance with~~ economic substance ~~requirements~~and bytax ~~Bermuda~~governance ~~and Barbados~~requirements;

•the risks associated with accounting for tax positions and the resolution of tax disputes;

•associated financial risks including but not limited to, the risks ~~associated~~to ~~with~~our ~~product~~business, ~~recalls~~liquidity or cost of capital which may be materially adversely affected by constraints or changes in the capital and credit markets, ~~product~~interest ~~liability~~rates and ~~other~~limitations ~~claims~~under ~~against~~and uscompliance with our credit facility, including our debt covenants;

•~~associated~~significant ~~financial~~additional ~~risks~~impairment ~~including~~of ~~but~~our ~~not limited to~~goodwill, ~~increased~~indefinite-lived ~~costs~~and ofdefinite-lived ~~raw~~intangible ~~materials,~~assets ~~energy~~ and ~~transportation~~other long-lived assets;

•~~significant~~projections ~~additional~~of ~~impairment~~product ofdemand, ~~our~~sales ~~goodwill~~and net income, ~~indefinite-lived~~which are highly subjective in nature, and ~~definite-lived~~which ~~intangible~~future ~~assets~~sales orand ~~other~~net ~~long-lived~~income ~~assets~~could vary by a material amount;

•~~the~~increased ~~risks~~costs ~~associated~~of ~~with~~raw ~~foreign~~materials, ~~currency~~energy ~~exchange~~and ~~rate fluctuations~~transportation; and

•the risks toassociated ~~our~~with ~~liquidity~~foreign orcurrency ~~cost~~exchange ofrate ~~capital which may be materially adversely affected by constraints or changes in the capital and credit markets, interest rates and limitations under our financing arrangements; and~~fluctuations.

~~•projections of product demand, sales and net income, which are highly subjective in nature, and from which future sales and net income could vary by a material amount.~~40

Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in the information provided in the section entitled “Quantitative and Qualitative Disclosures About Market Risk” in our Form 10-K. Additional information regarding our risk management activities can be found in Notes 109, 1110 and 1211 to the accompanying condensed consolidated financial statements.

ITEM 4. CONTROLS AND PROCEDURES

Based on their evaluation, as of the end of the period covered by this Quarterly Report on Form 10-Q, our Company’s Chief Executive Officer and Chief Financial Officer have concluded that our Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) are effective at the reasonable assurance level. During the period covered by this Quarterly Report on Form 10-Q, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in various legal claims and proceedings in the normal course of operations. We believe the outcome of these matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity, except as described in Part I, Item 3., “Legal Proceedings” of our Form 10-K. Since the filing of our Form 10-K, there have been no material changes in our legal proceedings from those disclosed therein, except as updated herein in the discussion in Note 98 to the accompanying condensed consolidated financial statements.

ITEM 1A. RISK FACTORS

The ownership of our common stock involves a number of risks and uncertainties. When evaluating the Company and our business before making an investment decision regarding our securities, potential investors should carefully consider the risk factors and uncertainties described in Part I, Item 1A., “Risk Factors” of our Form 10-K. Since the filing of our Form 10-K, there have been no material changes in our risk factors from those disclosed therein.

6541

Table of Contents

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In August 2024, our Board of Directors authorized the repurchase of up to $500 million of our outstanding common stock. The authorization became effective August 20, 2024, for a period of three years, and replaced our former repurchase authorization. These repurchases may include open market purchases, privately negotiated transactions, block trades, accelerated stock repurchase transactions, or any combination of such methods. The number of shares purchased and the timing of the purchases will depend on a number of factors, including share price, trading volume and general market conditions, working capital requirements, general business conditions, financial conditions, any applicable contractual limitations, and other factors, including alternative investment opportunities. See Note 7 to the accompanying condensed consolidated financial statements for additional information.

The following table summarizes our share repurchase activity for the periods shown:

Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number ofShares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) (2)
September 1 through September 30, 2025	2,366	$	25.36	2,366	$	498,387
March 1 through March 31, 2026	39,688	$	17.06	39,688	$	497,336
October 1 through October 31, 2025	329	26.32		329	498,378
April 1 through April 30, 2026	223	18.09		223	497,332
November 1 through November 30, 2025	8,330	18.63		8,330	498,222
May 1 through May 31, 2026	22,289	23.93		22,289	496,798
Total	1162,~~025~~200	$	2019.3053	1162,~~025~~200

(1)The number of shares includes shares of common stock acquired from associates who tendered shares to satisfy the tax withholding on equity awards as part of our long-term incentive plans. For the periods presented, there were no common stock open market repurchases.

(2)Reflects the remaining dollar value of shares that could be purchased under our current stock repurchase authorization through the expiration or termination of the plan. For additional information, see Note 7 to the accompanying condensed consolidated financial statements.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

During the three months ended ~~November~~May 3031, ~~2025~~2026, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

6642

Table of Contents

ITEM 6.

EXHIBITS

(a)

Exhibits

10.1

First Amendment to Credit Agreement dated November 25, 2025, by and among Helen of Troy Texas Corporation, Helen of Troy Limited, Bank of America, N.A., as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2025).

10.1†

Helen of Troy Limited Amended and Restated Annual Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2026).

31.1*

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32**

Joint certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended ~~November~~May 3031, ~~2025~~2026, formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income (Loss) ~~Income~~, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) ~~Income~~, (iv) Condensed Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows and (vi) Notes to the Condensed Consolidated Financial Statements.

104

Cover Page, Interactive Data File formatted in iXBRL and contained in Exhibit 101.

* Filed herewith.

** Furnished herewith.

† Management contract or compensatory plan or arrangement.

6743

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		HELEN OF TROY LIMITED
		(Registrant)
Date:	~~January~~July 8, 2026	/s/ G. Scott Uzzell
		G. Scott Uzzell
		Chief Executive Officer, Director and Principal Executive Officer
Date:	~~January~~July 8, 2026	/s/ Brian L. Grass
		Brian L. Grass
		Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

6844

Filing Compare · HELEN OF TROY LTD