10q10k10q10k.net
Spectrum Brands Holdings, Inc.

Spectrum Brands Holdings, Inc.SPBEarnings & Financial Report

NYSE · Industrials · Miscellaneous Electrical Machinery, Equipment & Supplies

Spectrum Brands Holdings, Inc. is an American multinational consumer products conglomerate headquartered in Middleton, Wisconsin. It was established in 2005 as the successor to Rayovac Corporation.

What changed in Spectrum Brands Holdings, Inc.'s 10-K — 2024 vs 2025

Top changes in Spectrum Brands Holdings, Inc.'s 2025 10-K

284 paragraphs added · 318 removed · 213 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

46 edited+12 added−21 removed9 unchanged
The Company manufactures, markets and distributes its products globally in the North America (“NA”), Europe, Middle East & Africa (“EMEA”), Latin America (“LATAM”) and Asia-Pacific (“APAC”) regions through a variety of trade channels, including retailers, wholesalers and distributors. We enjoy strong name recognition under our various brands and patented technologies across multiple product categories.
The Company manufactures, markets and distributes its products globally across regions including the North America (“NA”), Europe, Middle East & Africa (“EMEA”), Latin America (“LATAM”) and Asia-Pacific (“APAC”) regions through a variety of trade channels, including retailers, wholesalers and distributors. We enjoy strong name recognition under our various brands and patented technologies across multiple product categories.
Accordingly, our Board considers and balances the impact on the environment, people and the communities of which we are a part in deciding how to operate our business. Our Board receives periodic reports regarding our risk exposure and risk mitigation efforts in these areas.
Accordingly, our Board of Directors considers and balances the impact on the environment, people and the communities of which we are a part in deciding how to operate our business. Our Board of Directors receives periodic reports regarding our risk exposure and risk mitigation efforts in these areas.
The following is an overview of the consolidated business showing net sales by segment and geographic region sold (based upon destination) as a percentage of consolidated net sales for the year ended September 30, 2024.
The following is an overview of the consolidated business showing net sales by segment and geographic region sold (based upon destination) as a percentage of consolidated net sales for the year ended September 30, 2025.
Our operating performance is influenced by a number of factors including: general economic conditions; foreign exchange fluctuations; trends in consumer markets; consumer confidence and preferences; our overall product line mix, including pricing and gross margin, which vary by product line and geographic market; pricing of certain raw materials and commodities; energy and fuel prices; and our general competitive position, especially as impacted by our competitors’ advertising and promotional activities and pricing strategies.
Fiscal 2025 Strategic Priorities Our operating performance is influenced by a number of factors including: general economic conditions; foreign exchange fluctuations; trends in consumer markets; consumer confidence and preferences; our overall product line mix, including pricing and gross margin, which vary by product line and geographic market; pricing of certain raw materials and commodities; energy and fuel prices; and our general competitive position, especially as impacted by our competitors’ advertising and promotional activities and pricing strategies.
Our decisions regarding business strategy, operations and resource allocation are guided by this purpose and are rooted in our core values. Our Board recognizes the negative effect that poor environmental practices and human capital management may have on us and our returns.
Our decisions regarding business strategy, operations and resource allocation are guided by this purpose and are rooted in our core values. The Board of Directors of the Company (the "Board of Directors") recognizes the negative effect that poor environmental practices and human capital management may have on us and our returns.
In addition, copies of our (i) Corporate Governance Guidelines, (ii) charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, (iii) Code of Business Conduct and Ethics and (iv) Code of Ethics for the Principal Executive Officer and Senior Financial Officers are available on our website at www.spectrumbrands.com under “Investor Relations.” Copies will also be provided to any stockholder upon written request to Spectrum Brands, Inc. at 3001 Deming Way, Middleton, Wisconsin 53562 or via electronic mail at investorrelations@spectrumbrands.com, or by telephone at (608) 278-6207.
In addition, copies of our (i) Corporate Governance Guidelines, (ii) charters for the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, (iii) Code of Business Conduct and Ethics and (iv) Code of Ethics for the Principal Executive Officer and Senior Financial Officers are available on our website at www.spectrumbrands.com under “Investor Relations.” Copies will also be provided to any stockholder upon written request to Spectrum Brands, Inc. at 3001 Deming Way, Middleton, Wisconsin 53562 or via electronic mail at investorrelations@spectrumbrands.com, or by telephone at (314) 253-5923.
Our talent processes start with understanding what current and future talent is needed to deliver business goals, followed by a talent review process to assist managers with evaluating talent. Learning and development is a critical part of creating Spectrum Brands’ culture of high performance, innovation, and inclusion.
Our talent processes start with understanding what current and future talent is needed to deliver business goals, followed by a talent review process to assist managers with evaluating talent. Learning and development are a critical part of creating our culture of high performance and innovation.
General Overview We are a diversified global branded consumer products and home essentials company. We manage the business in three vertically integrated, product focused segments: (i) Global Pet Care (“GPC”), (ii) Home and Garden (“H&G”) and (iii) Home and Personal Care (“HPC”).
General Overview We are a diversified global branded consumer products and home essentials company managed in three vertically integrated, product focused segments: (i) Global Pet Care (“GPC”), (ii) Home and Garden (“H&G”) and (iii) Home and Personal Care (“HPC”).
Primary competitors of our H&G segment include The Scotts Miracle-Gro Company (Ortho, Roundup, Tomcat), S.C. Johnson & Son, Inc. (Raid, OFF!), Central Garden & Pet (AMDRO, Sevin), SBM Company (BioAdvanced), Henkel AG & Co. KgaA (Combat), Bona AB (Bona), and Procter & Gamble (Swiffer, Zevo).
Primary competitors include The Scotts Miracle-Gro Company (Ortho, Roundup, Tomcat), S.C. Johnson & Son, Inc. (Raid, OFF!), Central Garden & Pet (AMDRO, Sevin), SBM Company (BioAdvanced), Henkel AG & Co. KgaA (Combat), Bona AB (Bona), and Procter & Gamble (Swiffer, Zevo).
Primary competitors of our GPC segment are Mars Corporation, Nestle Purina, and the Central Garden & Pet Company, each of which sells a comprehensive line of pet products that competes across our product categories.
Primary competitors are Mars Corporation, Nestle Purina, and the Central Garden & Pet Company, each of which sells a comprehensive line of pet products and brands that competes across product categories.
While our corporate social responsibility commitments address many areas, we focus on five key priorities: product and content safety, environmental sustainability, human rights and ethical sourcing, employee safety and well-being and diversity and inclusion. Talent Development Spectrum Brands is committed to developing our future leaders at every level.
While our corporate social responsibility commitments address many areas, we focus on five key priorities: (i) product and content safety; (ii) environmental sustainability; (iii) human rights and ethical sourcing; (iv) employee safety and well-being; and (v) belonging and inclusion. Talent Development Spectrum Brands is committed to developing our future leaders at every level.
Aquatics and certain other companion animal products are produced in various manufacturing plants located in the U.S. and Germany, including the production of glass aquariums in in our Noblesville, Indiana facility, shampoos and aquarium salt in our Blacksburg, Virginia facility, OmegaSea® fish food with bird and other small animal products manufactured in our Bridgeton, Missouri facility, and aquatics nutrition and care products manufactured in our Melle, Germany facility.
Aquatics and certain other companion animal products are produced in various manufacturing plants located in the U.S. and Germany, including the production of glass aquariums in in our Noblesville, IN facility, shampoos and aquarium salt in our Blacksburg, VA facility, OmegaSea® fish food with bird and other small animal products manufactured in our Bridgeton, MO facility, and most Tetra® aquatics nutrition and care products manufactured in our Melle, Germany facility.
Our workplace culture is centered around practices that support our communities and promote sustainable practices and a diverse, equitable, and inclusive workforce. As of September 30, 2024, we have approximately 3,100 full-time employees worldwide.
Our workplace culture is centered around practices that support our communities and promote sustainable practices and a diverse and inclusive workforce. As of September 30, 2025, we have approximately 3,000 full-time employees worldwide.
Product Category Products Brands Home Appliances Small kitchen appliances including toaster ovens, coffeemakers, slow cookers, air fryers, blenders, hand mixers, grills, food processors, juicers, toasters, irons, kettles, and bread makers, cookware, and cookbooks.
Home appliances products consist of small kitchen appliances including toaster ovens, coffeemakers, slow cookers, air fryers, blenders, hand mixers, grills, food processors, juicers, toasters, irons, kettles, and bread makers, cookware and cookbooks.
Sales typically peak during the first six months of the calendar year (the Company’s second and third fiscal quarters) and are lowest in the last three months of the calendar year (the Company’s first quarter) due to customer purchasing patterns, and timing of promotional activities. Seasonal sales may also be impacted by changes in weather conditions during the peak season.
Segment sales typically peak during the first six months of the calendar year (the Company’s second and third fiscal quarters) and are generally lowest in the last three months of the calendar year (the Company’s first quarter) due to customer purchasing patterns, timing of promotional activities and seasonal sales activity impacted by changes in weather conditions.
Global and geographic strategic initiatives and financial objectives are determined at the corporate level. Each segment is responsible for implementing defined strategic initiatives and achieving certain financial objectives and has a president responsible for sales and marketing initiatives and the financial results for all product lines within that segment.
Global and geographic strategic initiatives and financial objectives are determined at the corporate level. Each segment is responsible for implementing its defined strategic initiatives and achieving certain financial objectives, with each segment having a business unit president responsible for sales and marketing initiatives and the financial results for all product lines within the segment.
Employee Wellness We encourage our employees to “Speak Up,” “Be Accountable,” “Take Action,” and “Grow Talent,” all in the efforts to promote innovation, trust, accountability and collaboration. The result is a work environment that encourages the well-being of our employees wholistically - mind and body.
We believe that our overall relationship with our employees is good. Employee Wellness We encourage our employees to “Speak Up,” “Be Accountable,” “Take Action,” and “Grow Talent,” all in the efforts to promote innovation, trust, accountability and collaboration. The result is a work environment that encourages the well-being of our employees and the development of our future leaders.
Employee Health and Safety We are committed to the Environmental Health and Safety (“EHS”) safety of our employees. We continuously strive to maintain our strong safety performance as we continue to grow our business around the globe.
Employee Health and Safety We are committed to the Environmental Health and Safety (“EHS”) safety of our employees and maintaining our strong safety performance as we continue to operate and grow our global business.
The keys to our EHS success are a workforce that is engaged, a management team who supports and invests in employee safety, regular employee trainings on EHS topics, and the leadership of our skilled EHS team.
The keys to our EHS success are a workforce that is engaged, a management team who supports and invests in employee safety, regular employee trainings on EHS topics, and the leadership of our skilled EHS team. Our team has dedicated EHS professionals at our individual sites to train employees and ensure compliance with applicable safety standards and regulations.
We plan to continue to use our brand names, customer relationships and research and development efforts to introduce innovative products that offer enhanced value to consumers through new designs and improved functionality.
We plan to continue to use our brand names, customer relationships, and research and development efforts to introduce innovative products that offer enhanced value to consumers through new designs and improved functionality. 8 Table of Contents Home and Personal Care (HPC) HPC sells products in the small home appliances and personal care appliance product categories.
Approximately 30% of our total labor force is covered by collective bargaining agreements, of which approximately 50% is subject to regular and ongoing negotiations as an ordinary course of business with our work councils.
Approximately 32% of our total labor force is covered by collective bargaining agreements, of which approximately 57% is subject to regular and ongoing negotiations as an ordinary course of business with our work councils. No applicable collective bargaining agreement is scheduled or expected to expire within the next 12 months.
Environmental, Social and Governance Spectrum Brands is committed to further enhancing our environmental, social and governance (“ESG”) efforts and recognizes the impact our business has on our communities and the world.
The team hosts regular meetings to share information and discuss best practices and learnings across plants. Environmental, Social and Governance Spectrum Brands is committed to further enhancing our ESG efforts and recognizes the impact our business has on our communities and the world.
Our sales by quarter as a percentage of annual net sales during the year ended September 30, 2024, are as follows: 2024 First Quarter 12 % Second Quarter 28 % Third Quarter 37 % Fourth Quarter 23 % H&G produces the majority of its products in one facility in Vinita Park, Missouri, with production primarily consisting of liquids and aerosols, and the remaining portion of products being produced by various third-party manufacturers, consisting of granulates, candles, baits & traps, wipes and Rejuvenate® cleaning products.
H&G produces the majority of its products in one facility in Vinita Park, MO, with production primarily consisting of liquids and aerosols, and the remaining portion of products being produced by various third-party manufacturers, consisting of granulates, candles, baits & traps, wipes and Rejuvenate® cleaning products.
We plan to continue to use our brand names, customer relationships and research and development efforts to introduce innovative products that offer enhanced value to consumers through new designs and improved functionality. 7 Table of Contents Home and Garden (H&G) The following is an overview of H&G net sales by product category and geographic region sold by destination for the year ended September 30, 2024.
We plan to continue to use our brand names, customer relationships and research and development efforts to introduce innovative products that offer enhanced value to consumers through new designs and improved functionality. 7 Table of Contents Home and Garden (H&G) H&G sells products in the household and outdoor controls, repellents, and cleaning product categories.
We regularly host company-wide and business unit town halls to offer employees an opportunity to ask questions about Company activities and policies that impact them.
We regularly host company-wide and business unit town halls to offer employees an opportunity to ask questions about Company activities and policies that impact them. We solicit and receive questions and feedback from our employees through this process. Belonging and Inclusion Spectrum Brands takes a holistic approach to belonging and inclusion ("BeIn").
Certain other aquatics equipment and companion animal hard goods are also produced at third-party suppliers in the APAC region. We maintain ownership of most of the tooling and molds used by third-party suppliers. Product purchased from third-party suppliers are susceptible to fluctuations in transportation costs, government regulations and tariffs, and foreign currency exchange rates.
We maintain ownership of most tooling and molds used by third-party suppliers. Product purchased from third-party suppliers are susceptible to fluctuations in transportation costs, government regulations and tariffs, and foreign currency exchange rates. We continuously monitor and evaluate our supplier network for quality, cost, and manufacturing capacity.
We believe on-the-job experience is an outstanding way to learn, and performance and development plans ensure that managers and employees have conversations about career aspirations, mobility, developmental goals and interests. Employee Communication and Feedback In an ongoing effort to understand our employees' needs, and deliver on our values of trust, accountability and collaboration, we listen.
We believe in transparency and accountability and utilize performance and development plans to assess and develop career plans, mobility and developmental goals to align with our overall work environment. Employee Communication and Feedback In an ongoing effort to understand our employees' needs, and deliver on our values of trust, accountability and collaboration, we listen.
Live fish under our GloFish® brand are produced, marketed, and sold by an independent third-party breeder through a supply and licensing agreement with the Company.
A portion of sales are from installation and maintenance services on commercial aquariums. Live fish under the GloFish® brand are produced, marketed, and sold by an independent third-party breeder through a supply and licensing agreement with the Company. Segment sales remain mostly consistent throughout the year with slight variations during holiday periods.
We maintain ownership of most of the tooling and molds used by our suppliers. We continuously monitor and evaluate our supplier network for quality, cost, and manufacturing capacity. Our research and development strategy is focused on new product development and performance enhancements of our existing products.
We continuously monitor and evaluate our supplier network for quality, cost, and manufacturing capacity. The majority of our shipments are made via common carriers with strategically located distribution centers within the respective operating regions of the segment. Our research and development strategy is focused on new product development and performance enhancements of our existing products.
Primary competitors for the personal care product category within our HPC segment include Koninklijke Philips Electronics N.V.
Primary competitors for the personal care product category within our HPC segment include Koninklijke Philips Electronics N.V. (Norelco), The Procter & Gamble Company (Braun), Conair Corporation, Wahl Clipper Corporation, Helen of Troy Limited, SharkNinja (Shark), and Dyson Limited (Dyson).
See Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations , for further discussion of the consolidated operating results and segment operating results. 6 Table of Contents Global Pet Care (GPC) The following is an overview of GPC net sales by product category and geographic region sold by destination for the year ended September 30, 2024.
See Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations , for further discussion of the consolidated operating results and segment operating results. 6 Table of Contents Global Pet Care (GPC) GPC sells products within the companion animal, dog and cat food and aquatics product categories.
Product Category Products Brands Companion Animal Rawhide chews, dog and cat clean-up, training, health and grooming products, small animal food and care products, rawhide-free dog and cat treats, and wet and dry pet food for dogs and cats. Good’n’Fun®, DreamBone®, GOOD BOY®, SmartBones®, IAMS® (Europe only), EUKANUBA® (Europe only), Nature’s Miracle®, FURminator®, Dingo®, 8IN1® (8-in-1), Meowee!®, and Wild Harvest™.
Companion animal products include rawhide and rawhide free chews and treats, dog and cat clean-up, training, health and grooming, and small animal food and care products. Dog and cat food includes wet and dry pet food for dogs and cats.
The B+D License Agreement also requires us to comply with maximum annual returns rates for products and promotional spending commitments. See Note 5 – Revenue Recognition included in the Notes to the Consolidated Financial Statements for further detail on revenue concentration from B+D branded products.
See Note 5 – Revenue Recognition and Receivables included in the Notes to the Consolidated Financial Statements for further detail on concentration of sales exceeding 10% of consolidated and segment sales from B+D product sales.
Our sales by quarter as a percentage of annual net sales during the year ended September 30, 2024, are as follows: 2024 First Quarter 28 % Second Quarter 22 % Third Quarter 23 % Fourth Quarter 27 % Substantially all of our home appliances and personal care products are manufactured by third-party suppliers that are primarily located in the APAC region, the prices of which may be susceptible to changes in transportation costs, government regulations and tariffs, and changes in currency exchange rates.
Substantially all segment products are manufactured by third-party suppliers located in the APAC region, the prices of which may be susceptible to changes in transportation costs, government regulations and tariffs, and changes in currency exchange rates. We maintain ownership of most tooling and molds used by our suppliers.
We continually evaluate capacity at our manufacturing facilities and related utilization. In general, we believe our existing facilities are adequate for our present and foreseeable future operating needs. Our research and development strategy is focused on new product development and performance enhancements of our existing products.
We continually evaluate capacity at our manufacturing facilities and related utilization. In general, we believe our existing facilities are adequate for our present and foreseeable future operating needs. Majority of our shipments are made via common carriers with strategically located distribution centers within the respective operating regions for the segment.
The pet supplies (non-food) product category is highly fragmented with no competitor holding a substantial market share and consists of small companies with limited product lines, including private label products and suppliers. Sales remain mostly consistent throughout the year with slight variations during holiday periods.
The pet supplies product category is highly fragmented with no competitor holding a substantial market share and consists of small companies with limited product lines, including private label products and suppliers. Most all chews products along with other aquatics equipment and companion animal hard goods are also produced at third-party suppliers in the APAC region.
The Emeril Legasse® brand is subject to a trademark license agreement (the “Emeril License Agreement”) with the license holder, Martha Stewart Living Omnimedia, Inc., pursuant to which the HPC segment can license the Emeril Legasse® brand within the U.S., and its territories and possessions, Canada, Mexico, Australia, and the United Kingdom for certain designated products categories of home appliances, including small kitchen food preparation products, indoor and outdoor grills, grill accessories and cookbooks.
The Emeril brand is subject to a trademark license agreement with the license holder, Martha Stewart Living Omnimedia, Inc., pursuant to which we license the brand within NA, Mexico, Australia, and the United Kingdom for certain designated product types of home appliances for a fee based on a percentage of sales expiring on December 31, 2027.
Human Resources Employee Profile At Spectrum Brands, we are led by our values of trust, accountability, and collaboration to serve others through this common mission: We Make Living Better at Home. We strive to live our core values of trust, accountability and collaboration every day by serving our customers, consumers, and communities.
We plan to continue to use our brand names, customer relationships and research and development efforts to introduce innovative products that offer enhanced value to consumers through new designs and improved functionality. 9 Table of Contents Human Resources Employee Profile At Spectrum Brands, everything we do is led by our values of trust, accountability, and collaboration to serve our customers, consumers, and communities and accomplish our mission to Make Living Better at Home.
Our sales by quarter as a percentage of annual net sales during the year ended September 30, 2024' are as follows: 2024 First Quarter 24 % Second Quarter 25 % Third Quarter 25 % Fourth Quarter 26 % Chews products are produced at third-party suppliers in the APAC region and Mexico.
Our sales by quarter as a percentage of annual net sales during the year ended September 30, 2025 are as follows: First Quarter Second Quarter Third Quarter Fourth Quarter 24 % 25 % 24 % 27 % Markets for our products are highly competitive where we compete based upon brand strength, product innovation, quality, performance, advertising and brand awareness, value, dependency and strength in our relationships with our retail partners and distributors.
The terms of a 1986 agreement between Remington Products, LLC and Remington Arms provides for the shared rights to use the trademark on products which are not considered “principal products of interest” for either company. We retain the Remington® trademark for nearly all products which we believe can benefit from the use of the brand name in our distribution channels.
We own the right to use the Remington® trademark for personal care products through the terms of an agreement between a wholly-owned subsidiary of the Company, Remington Products, LLC, and a separate third party, Remington Arms Company, Inc., which provides shared use of the trademark on products not considered "principal products of interest" for either company.
Product Category Products Brands Household Household pest control solutions such as spider and scorpion killers; ant and roach killers; flying insect killers; insect foggers; wasp and hornet killers; and bedbug, flea and tick control products Hot Shot®, Black Flag®, Real-Kill®, Ultra Kill®, The Ant Trap® (TAT), and Rid-A-Bug®.
Household controls include pest control solutions such as spider and scorpion killers, ant and roach killers, flying insect killers, insect foggers, wasp and hornet killers, and bedbug, flea and tick control products. Outdoor controls include weed control solutions and insect and animal repellents, such as aerosols, granules, and ready-to-use spray or hose-and-ready-to-sprays.
Our sales generally are made through the use of individual purchase orders. A significant percentage of our sales are attributable to a limited group of retailer customers exceeding 10% of net sales, including Lowe’s, Home Depot, and Walmart, each of which exceed 10% of segment sales and represent approximately 61.8% segment sales for the year ended September 30, 2024.
Related Brands Product sales are generally through our direct sales force and network of brokers and distributors primarily with large retailers, home improvement centers, mass merchants, dollar stores, hardware stores, lawn and garden distributors, food and drug retailers, and e-commerce with a significant concentration of sales to a limited group of retailer customers each exceeding 10% of segment sales, consisting of The Home Depot, Lowe’s and Walmart, representing approximately 64% segment sales for the year ended September 30, 2025.
Controls Outdoor insect and weed control solutions, and animal repellents such as aerosols, granules, and ready-to-use sprays or hose-end ready-to-sprays Spectracide®, Garden Safe®, Liquid Fence®, and EcoLogic®. Repellents Personal use pesticides and insect repellent products, including aerosols, lotions, pump sprays and wipes, yard sprays and citronella candles Cutter® and Repel®.
Repellents include personal use pesticides and insect repellent products, including aerosols, lotions, pump sprays and wipes; in addition to area repellents such as yard sprays and citronella candles. Cleaning includes household surface cleaning, maintenance, and restoration products, including bottled liquids, mops, and wipes.
The B+D License Agreement has an initial four-year term ending December 31, 2027, with two subsequent four-year renewal rights each based upon meeting certain sales metrics, potentially extending the total contract term to December 31, 2035. The License Agreement may not renew if these targets are not satisfied.
The B+D brand is subject to a trademark license agreement with the license holder, Stanley Black+Decker, pursuant to which we license the brand in NA and LATAM for certain designated products types of home appliances for a fee based on a percentage of sales, subject to minimum annual royalty payments, maximum annual return rates and promotional spending commitments, and having an expiration of December 31, 2027 with two subsequent four-year renewal rights each based upon meeting certain sales metrics, with minimum royalty subject to adjustment for each renewal period; potentially extending the total contract term to December 31, 2035.
Black+Decker®, Russell Hobbs®, George Foreman®, PowerXL®, Emeril Legasse®, Copper Chef ®, Toastmaster®, Juiceman®, Farberware®, and Breadman® Personal Care Hair dryers, flat irons and straighteners, rotary and foil electric shavers, personal groomers, mustache and beard trimmers, body groomers, nose and ear trimmers, women’s shavers, and haircut kits.
Personal care products consist of hair dryers, flat irons and straighteners, rotary and foil electric shavers, personal groomers, mustache and beard trimmers, body groomers, nose and ear trimmers, women's shavers, and haircut kits. The following is an overview of net sales by product category and geographic region (based upon destination) for the year ended September 30, 2025.
A significant percentage of our sales are attributable to a limited group of retailer customers, including Walmart and Amazon, each of which exceed 10% of segment sales and represent approximately 33.8% of segment sales for the fiscal year ended September 30, 2024.
Related Brands Product sales are generally through our direct sales force and network of brokers and distributors primarily with large retailers, e-commerce, wholesalers, distributors, warehouse clubs, food and drug retailers and specialty retail outlets with a significant concentration of sales to a limited group of retail customers each exceeding 10% of segment sales, consisting of Amazon and Walmart, representing approximately 42% of segment sales for the year ended September 30, 2025.
Removed
Aquatics Consumer and commercial aquarium kits, stand-alone tanks; aquatics equipment such as filtration systems, heaters and pumps; and aquatics consumables such as fish food, water management and care Tetra®, Marineland®, Instant Ocean®, GloFish®, and OmegaSea®. We sell primarily to large retailers, pet superstores, online retailers, food and drug chains, warehouse clubs and other specialty retail outlets.
Added
Aquatics includes consumer and commercial aquarium kits, stand-alone tanks, aquatics equipment such as filtration systems, heaters and pumps, and aquatics consumables such as fish food, water management and care. The following is an overview of GPC net sales by product category and geographic region (based upon destination) for the year ended September 30, 2025.
Removed
International distribution varies by region and is often executed on a country-by-country basis. Our sales generally are made through the use of individual purchase orders. In addition to product sales within the United States, we also perform installation and maintenance services on commercial aquariums.
Added
Related Brands Product sales are generally through our direct sales force and network of brokers and distributors primarily with large retailers, pet superstores, e-commerce, food and drug retailers, warehouse clubs and other pet specialty retail, with a significant concentration of sales to a limited group of retail customers each exceeding 10% of segment sales, consisting of Amazon and Walmart, representing approximately 34% of segment sales for the year ended September 30, 2025.
Removed
We continuously monitor and evaluate our supplier network for quality, cost, and manufacturing capacity.
Added
The following is an overview of H&G net sales by product category and geographic region (based upon destination) for the year ended September 30, 2025.
Removed
Cleaning Household surface cleaning, maintenance, and restoration products, including bottled liquids, mops, wipes, and markers. Rejuvenate® We sell primarily to large retailers, home improvement centers, mass merchants, dollar stores, hardware stores, lawn and garden distributors, food and drug retailers, and e-commerce. We sell primarily in the U.S. with some distribution in LATAM.
Added
Quarterly sales as a percentage of annual net sales during the year ended September 30, 2025, are as follows: First Quarter Second Quarter Third Quarter Fourth Quarter 16 % 27 % 33 % 24 % Markets for our products are highly competitive where we compete based upon brand strength, product innovation, quality, performance, advertising and brand awareness, value, dependency and strength in our relationships with our retail partners and distributors.
Removed
We plan to continue to use our brand names, customer relationships, and research and development efforts to introduce innovative products that offer enhanced value to consumers through new designs and improved functionality. 8 Table of Contents Home and Personal Care (HPC) The following is an overview of net sales by product category and geographic region sold by destination for the year ended September 30, 2024.
Added
Majority of our shipments are made via common carriers with a strategically located distribution center in Edwardsville, IL. Our research and development strategy is focused on new product development and performance enhancements of our existing products.
Removed
Remington® We have a trademark license agreement (the “B+D License Agreement”) with the license holder, Stanley Black+Decker (“SBD”) which terminated the previous agreement and has an effective date of January 1, 2024, pursuant to which we license the Black + Decker® brand (“B+D”) in North America, South America (excluding Brazil), Central America, and the Caribbean (excluding Cuba) for primarily four core categories of home appliances: beverage products, food preparation products, garment care products and cooking products.
Added
A portion of sales are also direct-to-consumer through direct response television, brand websites, and other online marketplaces. Segment sales tend to increase during the December holiday season (the Company’s fiscal first quarter) and late summer months for “back-to-school” sales (the Company’s fiscal fourth quarter).
Removed
Under the terms of the License Agreement, we agreed to pay SBD royalties based on a percentage of sales, with a minimum annual royalty payment of $11.7 million for the first year in the initial term, with decreases in subsequent years of the initial term down to $10.2 million in the fourth year, and is subject to adjustment with each renewal period.
Added
Quarterly sales as a percentage of annual net sales during the year ended September 30, 2025, are as follows: First Quarter Second Quarter Third Quarter Fourth Quarter 30 % 22 % 22 % 26 % All brands and tradenames noted above are owned by the Company, with the exception of Black+Decker® (“B+D”) and Emeril Legasse® ("Emeril") which are subject to trademark license agreements.
Removed
The agreement is set to expire effective December 31, 2024, with an option to renew through December 31, 2025, subject to meeting certain sales metrics.
Added
Sales subject to the Emeril license do not have a concentration greater than 10% of consolidated or segments sales.
Removed
Under the terms of the Emeril License Agreement, we are obligated to pay the license holder a percentage of net sales, with minimum annual royalty payments of $1.7 million, increasing to $1.8 million in the 2025 renewal period.
Added
Markets for our products are highly competitive where we compete based upon brand strength, product innovation, quality, performance, advertising and brand awareness, value, dependency and strength in our relationships with our retail partners and distributors. Primary competitors for the home appliances product category within our HPC segment include Newell Brands (Sunbeam, Mr.
Removed
The Farberware® tradename brand is also subject to a trademark license agreement (the “Farberware License Agreement”) with the license holder, Farberware License Company, LLC, pursuant to which the HPC segment licenses the Farberware® brand on a worldwide basis for certain designated product categories of household appliances, including coffeemakers, juicers, toasters and toaster ovens.
Added
We believe that supporting and promoting inclusion across our business and society makes the world a better place for all. We believe that the more inclusive we are as a company, the stronger our business will be. We support the personal and professional growth of our diverse worker base, with a goal of positively impacting their lives and well-being.
Removed
The Farberware License Agreement is set to expire December 31, 2210. The Company and HPC segment do not have a material concentration of branded products exceeding 10% of consolidated or segment revenue from either the Emeril Legasse® or Farberware® brands.
Added
To further these efforts, we have established a U.S. Belonging & Inclusion Council, comprised of employees with diverse backgrounds and perspectives who advocate and advise on ways to advance the BeIn dialogue and drive meaningful cultural change at the company.
Removed
We own the right to use the Remington® trademark for electric shavers, shaver accessories, grooming products and personal care products; and Remington Arms Company, Inc. (“Remington Arms”) owns the rights to use the trademark for firearms, sporting goods and products for industrial use, including industrial hand tools.
Added
In furtherance of these efforts, we have implemented leadership training for our senior leaders across the Company to foster an inclusive and welcoming workplace. 10 Table of Contents
Removed
HPC products are sold primarily to large retailers, online retailers, wholesalers, distributors, warehouse clubs, food and drug chains and specialty trade or retail outlets such as consumer electronics stores, department stores, discounters and other specialty stores. HPC products are also sold direct-to-consumer through direct response television, brand websites, and other online marketplaces.
Removed
International distribution varies by region and is often executed on a country-by-country basis. Our sales generally are made through the use of individual purchase orders.
Removed
A significant percentage of our sales are attributable to a limited group of retailer customers, including Walmart and Amazon, each of which exceed 10% of segment sales and represent approximately 41.5% of segment sales for the year ended September 30, 2024. Primary competitors for the home appliances product category within our HPC segment include Newell Brands (Sunbeam, Mr.
Removed
(Norelco), The Procter & Gamble Company (Braun), Conair Corporation, Wahl Clipper Corporation, Helen of Troy Limited, SharkNinja (Shark), and Dyson Limited (Dyson). 9 Table of Contents Sales from electric personal care product categories tend to increase during the December holiday season (the Company’s fiscal first quarter), while small home appliance sales typically increase from July through December primarily due to the increased demand by customers in the late summer for “back-to-school” sales (the Company’s fiscal fourth quarter) and in December for the holiday season.
Removed
We have one collective bargaining agreement applicable to our Australian operation that is scheduled or expected to expire within 12 months which is not substantive to our total employee count. We believe that our overall relationship with our employees is good.
Removed
In the last several years, the team has added dedicated EHS professionals to individual sites to train employees and ensure compliance with applicable safety standards and regulations. The team hosts regular meetings to share information and discuss best practices across plants.
Removed
We solicit and receive questions and feedback from our employees through this process. 10 Table of Contents Diversity and Inclusion Spectrum Brands is committed to fostering a diverse and inclusive workplace for employees of every race, color, gender identity, sexual orientation, age, physical or mental ability and background.
Removed
At Spectrum Brands, we strive to make our employees feel valued and respected and given the opportunity to thrive as their authentic selves. To further that objective, we have: • Engaged the services of a third-party consultant with expertise in diversity and inclusion (“D&I”) to help us create long-lasting change; • Implemented a D&I program; • Created a U.S.
Removed
D&I Advisory Counsel, made up of our employees of diverse backgrounds to help design and develop D&I-related priorities and goals, advise on ways to advance the D&I dialogue and drive meaningful cultural change at the Company ; • Created inclusion networks for our diverse employees and developing trainings, communications and programs to further facilitate and encourage open and transparent D&I discussions among our employee populations; and • Developed educational content and trainings to help leaders foster a more inclusive environment.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

63 edited+14 added−19 removed334 unchanged
The issuance of additional stock in connection with acquisitions, financings, our equity incentive plans, the Exchangeable Notes, or otherwise will dilute all other shareholders. Our restated certificate of incorporation authorizes us to issue up to two hundred million shares of common stock with such rights and preferences as may be determined by our board of directors.
The issuance of additional stock in connection with acquisitions, financings, our equity incentive plans, the Exchangeable Notes, or otherwise will dilute all other shareholders. Our Amended Restated Certificate of Incorporation authorizes us to issue up to two hundred million shares of common stock with such rights and preferences as may be determined by our Board of Directors.
Our success is dependent on our ability to manage our retailer relationships, including offering mutually acceptable trade terms. Concentration of sales are further discussed in Item 1 - Business above and Note 5 - Revenue Recognition in the Notes to the Consolidated Financial Statements .
Our success is dependent on our ability to manage our retailer relationships, including offering mutually acceptable trade terms. Concentration of sales are further discussed in Item 1 - Business above and Note 5 - Revenue Recognition and Receivables in the Notes to the Consolidated Financial Statements .
See Note 16 – Income Taxes in the Notes to the Consolidated Financial Statements for further discussion on the impact from the Tax Reform Act. 15 Table of Contents We may not be able to fully utilize our U.S. tax attributes.
See Note 15 – Income Taxes in the Notes to the Consolidated Financial Statements for further discussion on the impact from the Tax Reform Act. 15 Table of Contents We may not be able to fully utilize our U.S. tax attributes.
We are subject to the various risks of importing merchandise from abroad and purchasing product made in foreign countries, such as: • potential disruptions in manufacturing, logistics and supply; • changes in duties, tariffs, quotas and voluntary export restrictions on imported goods; • strikes and other events affecting delivery; • product compliance with laws and regulations of the destination country; • product liability claims from customers or penalties from government agencies relating to products that are recalled, defective or otherwise noncompliance or alleged to be harmful; • concerns about human rights, working conditions and other labor rights and conditions and environmental impact in foreign countries where goods are produced and materials or components are sourced, and changing labor, environmental and other laws in these countries; • local business practice and political issues that may result in adverse publicity or threatened or actual adverse consumer actions, including boycotts; 22 Table of Contents • compliance with laws and regulations concerning ethical business practices, such as the U.S.
We are subject to the various risks of importing merchandise from abroad and purchasing product made in foreign countries, such as: • potential disruptions in manufacturing, logistics and supply; • changes in duties, tariffs, quotas and voluntary export restrictions on imported goods; • strikes and other events affecting delivery; • product compliance with laws and regulations of the destination country; • product liability claims from customers or penalties from government agencies relating to products that are recalled, defective or otherwise noncompliance or alleged to be harmful; • concerns about human rights, working conditions and other labor rights and conditions and environmental impact in foreign countries where goods are produced and materials or components are sourced, and changing labor, environmental and other laws in these countries; • local business practice and political issues that may result in adverse publicity or threatened or actual adverse consumer actions, including boycotts; • compliance with laws and regulations concerning ethical business practices, such as the U.S.
Our indebtedness has had, and could continue to have, adverse consequences for our business, and may: • require us to dedicate a large portion of our cash flow to pay principal and interest on our indebtedness, which will reduce the availability of our cash flow to fund working capital, capital expenditures, research and development expenditures and other business activities; • increase our vulnerability to general adverse economic and industry conditions; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • restrict our ability to make strategic acquisitions, dispositions or to exploit business opportunities; 19 Table of Contents • place us at a competitive disadvantage compared to our competitors that have less debt; and • limit our ability to borrow additional funds (even when necessary to maintain adequate liquidity) or dispose of assets.
Our indebtedness has had, and could continue to have, adverse consequences for our business, and may: • require us to dedicate a large portion of our cash flow to pay principal and interest on our indebtedness, which will reduce the availability of our cash flow to fund working capital, capital expenditures, research and development expenditures and other business activities; • increase our vulnerability to general adverse economic and industry conditions; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • restrict our ability to make strategic acquisitions, dispositions or to exploit business opportunities; • place us at a competitive disadvantage compared to our competitors that have less debt; and • limit our ability to borrow additional funds (even when necessary to maintain adequate liquidity) or dispose of assets.
Any failure to timely obtain suitable supplies at competitive prices could materially adversely affect our business, financial condition and results of operations. Our dependence on a few suppliers for certain of our products makes us vulnerable to a disruption in the supply of our products. We generally do not have long-term contracts with our suppliers.
Any failure to timely obtain suitable supplies at competitive prices could materially adversely affect our business, financial condition and results of operations. Our dependence on a few suppliers for certain of our products makes us vulnerable to supply disruption. We generally do not have long-term contracts with our suppliers.
See Note 20 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further discussion on product liability. Agreements, transactions and litigation involving or resulting from the activities of our predecessor and its former subsidiaries may subject us to future claims or litigation that could materially adversely impact our capital resources.
See Note 19 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further discussion on product liability. Agreements, transactions and litigation involving or resulting from the activities of our predecessor and its former subsidiaries may subject us to future claims or litigation that could materially adversely impact our capital resources.
It is difficult to quantify with certainty the potential financial impact of actions regarding expenditures for environmental matters, particularly remediation, and future capital expenditures for environmental control equipment. See Note 20 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further discussion on estimated liabilities arising from such environmental matters.
It is difficult to quantify with certainty the potential financial impact of actions regarding expenditures for environmental matters, particularly remediation, and future capital expenditures for environmental control equipment. See Note 19 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further discussion on estimated liabilities arising from such environmental matters.
Such provisions include, among other things, those that: • authorize the board of directors to issue preferred shares and to determine the terms, including the number of shares, voting powers, redemption provisions, dividend rates, liquidation preferences and conversion rights, of those shares, without stockholder approval; • permit the removal of directors by the stockholders only for cause and then only by the affirmative vote of a majority of the outstanding shares of our common stock; • opt in to Section 203 of the DGCL, which generally prohibits a Delaware corporation from engaging in a “business combination” with any interested stockholder (generally speaking a stockholder who holds 15% or more of our voting stock) for three years from the date such stockholder becomes an interested stockholder unless certain conditions are met; and • subject to certain exceptions, prohibit any person from acquiring shares of our common stock if such person is, or would become as a result of the acquisition, a “Substantial Holder” (as defined in our charter).
Such provisions include, among other things, those that: • authorize the Board of Directors to issue preferred shares and to determine the terms, including the number of shares, voting powers, redemption provisions, dividend rates, liquidation preferences and conversion rights, of those shares, without stockholder approval; • permit the removal of directors by the stockholders only for cause and then only by the affirmative vote of a majority of the outstanding shares of our common stock; • opt in to Section 203 of the DGCL, which generally prohibits a Delaware corporation from engaging in a “business combination” with any interested stockholder (generally speaking a stockholder who holds 15% or more of our voting stock) for three years from the date such stockholder becomes an interested stockholder unless certain conditions are met; and • subject to certain exceptions, prohibit any person from acquiring shares of our common stock if such person is, or would become as a result of the acquisition, a “Substantial Holder” (as defined in our Amended and Restated Certificate of Incorporation).
Refer to Note - 15 Employee Benefit Plans in the Notes to the Consolidated Financial Statements for additional information and disclosure over defined benefit plans. Our business may be materially affected by changes to fiscal and tax policies that could adversely affect our results of operations and cash flows.
Refer to Note - 14 Employee Benefit Plans in the Notes to the Consolidated Financial Statements for additional information and disclosure over defined benefit plans. Our business may be materially affected by changes to fiscal and tax policies that could adversely affect our results of operations and cash flows.
Many factors, including some we may be unable to control, may influence the price of the common stock including, without limitation, the following: • loss of any of our key customers or suppliers, including our B+D licensing agreement with SBD; • additions or departures of key personnel; • sales of common stock; • our ability to execute our business plan; • announcements and consummations of business acquisitions and divestitures; • operating results that fall below expectations; • amount and terms of borrowings with debtors and net leverage provisions; • additional issuances of common stock; • low volume of sales due to concentrated ownership of common stock; • intellectual property disputes; • industry developments; • economic and other external factors; and • period-to-period fluctuations in our financial results.
Many factors, including some we may be unable to control, may influence the price of the common stock including, without limitation, the following: • loss of any of our key customers or suppliers, including our B+D licensing agreement with Stanley Black+Decker; • additions or departures of key personnel; • sales of common stock; • our ability to execute our business plan; • announcements and consummations of business acquisitions and divestitures; • operating results that fall below expectations; • amount and terms of borrowings with debtors and net leverage provisions; • additional issuances of common stock; • low volume of sales due to concentrated ownership of common stock; • intellectual property disputes; • industry developments; • economic and other external factors; and • period-to-period fluctuations in our financial results.
As of September 30, 2024, the Company believes it has assessed appropriate risks and recognized applicable losses and reserves reflecting the net assets of the Company, however there may be additional risks posed to the Company from the acquisition of the Tristar Business and its integration with the Company.
As of September 30, 2025, the Company believes it has assessed appropriate risks and recognized applicable losses and reserves reflecting the net assets of the Company, however there may be additional risks posed to the Company from the acquisition of the Tristar Business and its integration with the Company.
See Note 13 - Derivatives in the Notes to the Consolidated Financial Statements for further detail on related hedging activity. 21 Table of Contents Our international operations expose us to risks related to compliance with the laws and regulations of foreign countries.
See Note 11 - Derivatives in the Notes to the Consolidated Financial Statements for further detail on related hedging activity. 21 Table of Contents Our international operations expose us to risks related to compliance with the laws and regulations of foreign countries.
Our substantial indebtedness may limit our financial and operating flexibility, and we may incur additional debt, which could increase the risks associated with our indebtedness. We have, and we expect to continue to have, substantial indebtedness. See Note 11 - Debt in the Notes to the Consolidated Financial Statements for additional detail .
Our substantial indebtedness may limit our financial and operating flexibility, and we may incur additional debt, which could increase the risks associated with our indebtedness. We have, and we expect to continue to have, substantial indebtedness. See Note 9 - Debt in the Notes to the Consolidated Financial Statements for additional detail .
See Note 10 – Goodwill and Intangible Assets in the Notes to the Consolidated Financial Statements for further detail. The successful execution of our operational efficiency and multi-year restructuring initiatives are important to the long-term growth of our business.
See Note 8 – Goodwill and Intangible Assets in the Notes to the Consolidated Financial Statements for further detail. The successful execution of our operational efficiency and multi-year restructuring initiatives are important to the long-term growth of our business.
For additional information see the discussion over the Company’s labor force subject to collective bargaining agreements under the caption Employees in Item 1 - Business above. Significant changes in actual investment return on pension assets, discount rates, and other factors could affect our results of operations, equity and pension contributions in future periods.
For additional information see the discussion over the Company’s labor force subject to collective bargaining agreements under the caption Employee Profile in Item 1 - Business above. Significant changes in actual investment return on pension assets, discount rates, and other factors could affect our results of operations, equity and pension contributions in future periods.
Prior to March 1, 2029, the Exchangeable Notes are exchangeable at the option of the holders only under certain conditions or upon occurrence of certain events as described in Note 11 - Debt in the Notes to the Consolidated Financial Statements .
Prior to March 1, 2029, the Exchangeable Notes are exchangeable at the option of the holders only under certain conditions or upon occurrence of certain events as described in Note 9 - Debt in the Notes to the Consolidated Financial Statements .
Additionally, any disruption to global supply chains or shipping channels, such as a government shutdown, war, natural disaster or global pandemic, could affect the ability of our third-party service providers to meet their contractual obligations to us. The impact of such global disruptions to the economic conditions of our suppliers cannot be predicted.
Additionally, any disruption to global supply chains or shipping channels, such as recently announced tariffs, a government shutdown, war, natural disaster or global pandemic, could affect the ability of our third-party service providers to meet their contractual obligations to us. The impact of such global disruptions to the economic conditions of our suppliers cannot be predicted.
Hackers and data thieves are increasingly sophisticated and operate social engineering, such as phishing, and large-scale, complex automated attacks that can evade detection for long periods of time.
Hackers, data thieves and rogue insiders are increasingly sophisticated and operate social engineering, such as phishing, and large-scale, complex automated attacks that can evade detection for long periods of time.
If the United States were to materially modify or replace any international trade agreements to which it is a party, or if tariffs were raised on the foreign-sourced goods that we sell, such goods may no longer be available at a commercially attractive price, which in turn could have a material adverse effect on our business, financial condition and results of operations.
If the U.S. were to materially modify or replace any international trade agreements to which it is a party, or if tariffs were raised on the foreign-sourced goods that we sell, such goods may no longer be available at a commercially attractive price, which in turn could have a material adverse effect on our business, financial condition and results of operations.
The Capped Calls are expected generally to reduce the potential dilution to our common stock and/or offset any potential cash payments we are required to make in excess of the principal amount upon any exchange of the Exchangeable Notes, with such reduction or offset, as the case may be, subject to a cap based on the cap price, which is $159.36 per share of our common stock.
The Capped Calls are expected generally to reduce the potential dilution to our common stock and/or offset any potential cash payments we are required to make in excess of the principal amount upon any exchange of the Exchangeable Notes, with such reduction or offset, as the case may be, subject to a cap based on the cap price, which is $158.90 per share of our common stock.
Our restated bylaws provide that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our restated bylaws, any action to interpret, apply, enforce, or determine the validity of our amended and restated certificate of incorporation or bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine.
Our Restated Bylaws provide that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the DGCL, our Amended and Restated Certificate of Incorporation or our Restated Bylaws, any action to interpret, apply, enforce, or determine the validity of our Amended and Restated Certificate of Incorporation or our Restated Bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine.
We will continue to monitor the development of any regulations that might apply to our bioluminescent fish. Certain of our products may be regulated under programs within the United States, Canada, or in other countries that may require that those products and the associated product packaging be recycled or managed for disposal through a designated recycling program.
We will continue to monitor the development of any regulations that might apply to our bioluminescent fish. Certain of our products may be regulated under programs within the U.S., Canada, or in other countries that may require that those products and the associated product packaging be recycled or managed for disposal through a designated recycling program.
A significant portion of our net sales are to customers outside of the U.S. See Note 5 - Revenue Recognition and Note 21 – Segment Information in the Notes to the Consolidated Financial Statements for sales by geographic region.
A significant portion of our net sales are to customers outside of the U.S. See Note 5 - Revenue Recognition and Receivables and Note 20 – Segment Information in the Notes to the Consolidated Financial Statements for sales by geographic region.
Our business could be negatively impacted by reduced demand for our products related to one or more significant local, regional or global economic disruptions, the risk of which are aggravated by the COVID-19 pandemic, such as: a slow-down in the general economy; reduced market growth rates; increased inflation rates; tighter credit markets for our suppliers, vendors or customers; a significant shift in government policies; the deterioration of economic relations between countries or regions, including potential negative consumer sentiment toward non-local products or sources; or the inability to conduct day-to-day transactions through our financial intermediaries to pay funds to, or collect funds from, our customers, vendors and suppliers.
Our business could be negatively impacted by reduced demand for our products related to one or more significant local, regional or global economic disruptions, such as: a slow-down in the general economy; reduced market growth rates; increased inflation rates; tighter credit markets for our suppliers, vendors or customers; a significant shift in government policies; the deterioration of economic relations between countries or regions, including potential negative consumer sentiment toward non-local products or sources; or the inability to conduct day-to-day transactions through our financial intermediaries to pay funds to, or collect funds from, our customers, vendors and suppliers.
Our results of operations may be positively or negatively affected by the amount of income or expense we record for the defined benefit pension plans for which we are responsible. Accounting Principles Generally Accepted in the United States (“GAAP”) requires that we calculate income or expense for the plans using actuarial valuations.
Our results of operations may be positively or negatively affected by the amount of income or expense we record for the defined benefit pension plans for which we are responsible. Generally Accepted Accounting Principles in the U.S. (“GAAP”) requires that we calculate income or expense for the plans using actuarial valuations.
As a result of consolidation of retailers that has occurred during the past several years, particularly in the United States and the European Union (“EU”), and consumer trends toward national mass merchandisers, a significant percentage of our sales are attributable to a limited group of customers.
As a result of consolidation of retailers that has occurred during the past several years, particularly in the U.S. and the European Union (“EU”), and consumer trends toward national mass merchandisers, a significant percentage of our sales are attributable to a limited group of customers.
Environmental law requirements and the enforcement thereof, change frequently, have tended to become more stringent over time and could require us to incur significant expenses. 26 Table of Contents Most federal, state and local authorities require certification by Underwriters Laboratory, Inc.
Environmental law requirements and the enforcement thereof, change frequently, have tended to become more stringent over time and could require us to incur significant expenses. Most federal, state and local authorities require certification by Underwriters Laboratory, Inc.
Changes to state conformity to the provisions of the Tax Reform Act could have a material impact on the valuation allowance recorded on U.S. state net operating losses. For further discussion on the Company’s federal and state NOLs, credits, and applicable valuation allowance see Note 16 – Income Taxes in the Notes to the Consolidated Financial Statements .
Changes to state conformity to the provisions of the U.S. federal income tax law could have a material impact on the valuation allowance recorded on U.S. state net operating losses. For further discussion on the Company’s federal and state NOLs, credits, and applicable valuation allowance see Note 15 – Income Taxes in the Notes to the Consolidated Financial Statements .
For example, the EU adopted the General Data Protection Regulation (the “GDPR”), which became effective on May 25, 2018, and California passed the California Consumer Privacy Act (the “CCPA”), which became effective on January 1, 2020, and is being amended by the California Privacy Rights Act (“CPRA”), which became effective on January 1, 2023.
For example, the EU adopted the General Data Protection Regulation (the “GDPR”), which became effective on May 25, 2018, and California passed the California Consumer Privacy Act (the “CCPA”), which became effective on January 1, 2020, has been amended by the California Privacy Rights Act (“CPRA”), which became effective on January 1, 2023.
Certain provisions of our charter, bylaws, and of the Delaware General Corporation Law (the “DGCL”) have anti-takeover effects and could delay, discourage, defer or prevent a tender offer or takeover attempt that a stockholder might consider to be in the stockholder’s best interests.
Certain provisions of our Amended and Restated Certificate of Incorporation, Restated Bylaws, and of the Delaware General Corporation Law (the “DGCL”) have anti-takeover effects and could delay, discourage, defer or prevent a tender offer or takeover attempt that a stockholder might consider to be in the stockholder’s best interests.
See Note 5 - Revenue Recognition and Note 21 – Segment Information , in the Notes to the Consolidated Financial Statements for sales by geographic region.
See Note 5 - Revenue Recognition and Receivables and Note 20 – Segment Information , in the Notes to the Consolidated Financial Statements for sales by geographic region.
Compliance with such public health regulations could increase our cost of doing business and expose us to additional requirements with which we may be unable to comply. The United States Toxic Substances Control Act (“TSCA”) was amended in 2016, and the EPA is currently evaluating additional chemicals for regulation under that amended law.
Compliance with such public health regulations could increase our cost of doing business and expose us to additional requirements with which we may be unable to comply. 26 Table of Contents The U.S. Toxic Substances Control Act (“TSCA”) was amended in 2016, and the EPA is currently evaluating additional chemicals for regulation under that amended law.
For instance, our accounts and IT systems may be subject to boycotts, spam, spyware, ransomware, phishing and social engineering, viruses, worms, malware, distributed denial-of-service attacks, password attacks, man-in-the-middle attacks, cybersquatting, impersonation of employees or officers, abuse of comments and message boards, fake reviews, doxing and swatting.
In addition, our use of social media presents other possible vulnerabilities. For instance, our accounts and IT systems may be subject to boycotts, spam, spyware, ransomware, phishing and social engineering, viruses, worms, malware, distributed denial-of-service attacks, password attacks, man-in-the-middle attacks, cybersquatting, impersonation of employees or officers, abuse of comments and message boards, fake reviews, doxing and swatting.
For instance, a large percentage of our products that we sell in the United States are manufactured or sourced in China. The imposition of tariffs on products imported by us from China have in some cases required us to increase prices to our customers or and/or resulted in lowering our gross margin on products sold.
A large percentage of our products that we sell in the U.S. are manufactured in or sourced from China. The imposition of tariffs on products imported by us from China have in some cases required us to increase prices to our customers or and/or resulted in lowering our gross margin on products sold.
Certain provisions of our charter and bylaws and the DGCL may have the effect of delaying or preventing changes in control if our board of directors determines that such changes in control are not in the best interests of the Company and its stockholders.
Certain provisions of our Amended and Restated Certificate of Incorporation and Restated Bylaws and the DGCL may have the effect of delaying or preventing changes in control if our Board of Directors determines that such changes in control are not in the best interests of the Company and its stockholders.
See Note 20 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further discussion over material claims and litigation. 24 Table of Contents The Company has been, and may in the future be, subject to product liability claims and product recalls, which could negatively impact its profitability.
See Note 19 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further discussion over material claims and litigation. The Company has been, and may in the future be, subject to product liability claims and product recalls, which could negatively impact its profitability.
Please refer to Note 11 - Debt in the Notes to the Consolidated Financial Statements .
Please refer to Note 9 - Debt in the Notes to the Consolidated Financial Statements .
We rely extensively on information technology (IT) systems, networks and services, including internet sites, data hosting and processing facilities and tools and other hardware, software and technical applications and platforms, some of which are managed, hosted, provided and/or used by third-parties or their vendors, to assist in conducting our business. 23 Table of Contents In addition, our use of social media presents other possible vulnerabilities.
We rely extensively on information technology ("IT") systems, networks and services, including internet sites, data hosting and processing facilities and tools and other hardware, software and technical applications and platforms, some of which are managed, hosted, provided and/or used by third-parties or their vendors, to assist in conducting our business.
The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following any exchange of the Exchangeable Notes, any repurchase of the Exchangeable Notes by us on any fundamental change repurchase date or any redemption date, or, if we exercise our option to terminate the relevant portion of the Capped Calls, any other date on which the Exchangeable Notes are retired by us.
If the Capped Calls do not operate as we intend, it may have an effect on the price of the Exchangeable Notes or our common stock. 18 Table of Contents The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following any exchange of the Exchangeable Notes, any repurchase of the Exchangeable Notes by us on any fundamental change repurchase date or any redemption date, or, if we exercise our option to terminate the relevant portion of the Capped Calls, any other date on which the Exchangeable Notes are retired by us.
A determination that any of our products are not in compliance with these rules and regulations could result in the imposition of fines or an award of damages to private litigants.
A determination that any of our products are not in compliance with these rules and regulations could result in the imposition of fines or an award of damages to private litigants. Public perceptions that some of the products we produce and market are not safe could adversely affect us.
Department of the Treasury's Office of Foreign Assets Control (“OFAC”) and export controls; • changes in foreign labor laws and regulations affecting our ability to hire and retain employees; • inadequate protection of intellectual property in foreign countries; • unexpected changes in regulatory environments; • actions taken by governmental authorities to contain the spread of COVID-19 and mitigate its public health effects; • difficulty in complying with foreign law; and • adverse tax consequences.
Department of the Treasury's Office of Foreign Assets Control (“OFAC”) and export controls; • changes in foreign labor laws and regulations affecting our ability to hire and retain employees; • inadequate protection of intellectual property in foreign countries; • unexpected changes in regulatory environments; • difficulty in complying with foreign law; and • adverse tax consequences.
See the Tristar Business Acquisition discussion within the Business Overview section in Item 7 - Management’s Discussion & Analysis . Significant costs have been incurred and are expected to be incurred in connection with the consummation of recent and future strategic initiatives including the integration or separation of acquired or divested businesses within the Company.
Significant costs have been incurred and are expected to be incurred in connection with the consummation of recent and future strategic initiatives including the integration or separation of acquired or divested businesses within the Company.
Our stock price has been highly volatile. From October 1, 2023 through September 30, 2024, the closing sale price of our common stock has been as low as $64.35 per share and as high as $95.14 per share.
Our stock price has been highly volatile. From October 1, 2024 through September 30, 2025, the closing sale price of our common stock has been as low as $50.31 per share and as high as $94.48 per share.
If we are unable to protect the confidentiality of our proprietary information and know-how, the value of our technology, products and services could be harmed significantly. We rely on trade secrets, know-how and other proprietary information in operating our business. If this information is not adequately protected, then it may be disclosed or used in an unauthorized manner.
We rely on trade secrets, know-how and other proprietary information in operating our business. If this information is not adequately protected, then it may be disclosed or used in an unauthorized manner.
If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, SBI and/or the guarantors party to the indenture governing the Exchangeable Notes may not have sufficient funds to repay the indebtedness and repurchase the Exchangeable Notes or to pay cash upon exchange or at maturity of the Exchangeable Notes. 18 Table of Contents The capped call transactions we entered into in connection with the issuance of the Exchangeable Notes may affect the value of our common stock.
If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, SBI and/or the guarantors party to the indenture governing the Exchangeable Notes may not have sufficient funds to repay the indebtedness and repurchase the Exchangeable Notes or to pay cash upon exchange or at maturity of the Exchangeable Notes.
Moreover, there are adopted and proposed international accords and treaties, as well as federal, state and local laws and regulations, that would attempt to control or limit the causes of climate change, including the effect of greenhouse gas emissions on the environment.
See the risk factor Our international operations may expose us to risks related to compliance with the laws and regulations of foreign countries . 25 Table of Contents Moreover, there are adopted and proposed international accords and treaties, as well as federal, state and local laws and regulations, that would attempt to control or limit the causes of climate change, including the effect of greenhouse gas emissions on the environment.
There can be no assurance that we will be able to renew our existing licensing agreements for associated tradenames outside of their existing terms and options, or that we will be able to retain tradenames indefinitely that are not directly owned by the Company.
There can be no assurance that we will be able to renew our existing licensing agreements for associated tradenames outside of their existing terms and options, or that we will be able to retain tradenames indefinitely that are not directly owned by the Company. 23 Table of Contents If we are unable to protect the confidentiality of our proprietary information and know-how, the value of our technology, products and services could be harmed significantly.
Restrictive covenants in our debt agreements may restrict our ability to pursue our business strategies. Our debt agreements each restrict, among other things, asset dispositions, mergers and acquisitions, dividends, stock repurchases and redemptions, other restricted payments, indebtedness and preferred stock, loans and investments, liens and affiliate transactions.
Our debt agreements each restrict, among other things, asset dispositions, mergers and acquisitions, dividends, stock repurchases and redemptions, other restricted payments, indebtedness and preferred stock, loans and investments, liens and affiliate transactions. Our debt agreements also contain customary events of default and covenants imposing operating and financial restrictions on our business.
To the extent we have not identified such environmental liabilities or to the extent the indemnifications obtained from our counterparties are insufficient to cover such environmental liabilities, these environmental liabilities could have a material adverse effect on our business. 25 Table of Contents We are also subject to proceedings related to our disposal of industrial and hazardous material at off-site disposal locations or similar disposals made by other parties for which we are responsible as a result of our relationship with such other parties.
We are also subject to proceedings related to our disposal of industrial and hazardous material at off-site disposal locations or similar disposals made by other parties for which we are responsible as a result of our relationship with such other parties.
In connection with the issuance of the Exchangeable Notes, we entered into privately negotiated capped call transactions with various option counterparties (the “Capped Calls”). The Capped Calls cover, subject to customary anti-dilution adjustments, the aggregate number of shares of our common stock initially underlying the Exchangeable Notes.
The capped call transactions we entered into in connection with the issuance of the Exchangeable Notes may affect the value of our common stock. In connection with the issuance of the Exchangeable Notes, we entered into privately negotiated capped call transactions with various option counterparties (the “Capped Calls”).
As a result, material environmental costs may arise in the future. In particular, we may incur capital and other costs to comply with increasingly stringent environmental laws and enforcement policies, such as the EU Directives: Restriction of the Use of Hazardous Substances in Electrical and Electronic Equipment and Waste of Electrical and Electronic Equipment discussed above.
As a result, material environmental costs may arise in the future. In particular, we may incur capital and other costs to comply with increasingly stringent environmental laws and enforcement policies, such as the EU Directives: RUSHEE and WEEE discussed above. Our international operations may expose us to risks related to compliance with the laws and regulations of foreign countries.
These laws impose additional obligations on companies such as ours regarding the handling of personal data and provides certain individual privacy rights to persons whose data is stored.
In addition, approximately 20 other states have adopted similar comprehensive privacy laws, which may require companies to change their practices for collecting and handling personal information. These laws impose additional obligations on companies such as ours regarding the handling of personal data and provides certain individual privacy rights to persons whose data is stored.
The Capped Calls are complex transactions that are not part of the terms of the Exchangeable Notes and may not operate as planned. If the Capped Calls do not operate as we intend, it may have an effect on the price of the Exchangeable Notes or our common stock.
The Capped Calls are complex transactions that are not part of the terms of the Exchangeable Notes and may not operate as planned.
Certain of our products sold through, and facilities operated under, each of our business segments are regulated by the Environmental Protection Agency (“EPA”), the Food and Drug Administration (“FDA”), the United States Department of Agriculture or other federal or state consumer protection and product safety agencies and are subject to the regulations such agencies enforce, as well as by similar state, foreign and multinational agencies and regulations.
Department of Agriculture or other federal or state consumer protection and product safety agencies and are subject to the regulations such agencies enforce, as well as by similar state, foreign and multinational agencies and regulations.
While we may enter into agreements limiting our exposure to higher debt service requirements, any such agreements may not offer complete protection from this risk. Moreover, upon completion of a divestiture, we may be required to pay down debt using proceeds from the sale pursuant to the terms of the Company’s outstanding indebtedness.
While we may enter into agreements limiting our exposure to higher debt service requirements, any such agreements may not offer complete protection from this risk.
Foreign countries may impose additional burdens on U.S. companies through the use of local regulations, tariffs or other requirements which could increase our operating costs in those foreign jurisdictions. It remains unclear what additional actions, if any, the current administration will take.
Any additional assertive trade policies could result in further conflicts with U.S. trading partners, which could affect the Company’s supply chains, sourcing, and markets. Foreign countries may impose additional burdens on U.S. companies through the use of local regulations, tariffs or other requirements which could increase our operating costs in those foreign jurisdictions.
Recent changes in the United States federal government have caused uncertainty about the future of trade partnerships and treaties, such as the North American Free Trade Agreement (“NAFTA”) and the World Trade Organization.
Recent changes in the U.S. federal government have caused uncertainty about the future of trade partnerships and treaties, such as the North American Free Trade Agreement (“NAFTA”) and the World Trade Organization. The U.S. has withdrawn from the Trans Pacific Partnership Agreement (“TPPA”), which may affect the Company’s ability to leverage lower cost facilities in territories outside of the U.S.
We also may need to expend significant resources to protect against, respond to and/or redress problems caused by any breach. In addition, we must comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal data in the U.S., Europe and elsewhere.
We also may need to expend significant resources to protect against, respond to and/or redress problems caused by any breach.
In addition, for a number of countries, including European countries and China, the United States government has placed a series of tariffs on imported goods. In response a number of countries, including several in Europe as well as China, have imposed tariffs on a wide range of American products.
In response, a number of countries, including several in Europe as well as China, have imposed retaliatory tariffs on a wide range of American products. Additional tariffs could be imposed by the U.S. or on the U.S.’ response to actions taken by the U.S. government.
We are subject to risks associated with importing goods and materials from foreign countries. A portion of goods and materials may be sourced by vendors and by us outside of the United States.
A portion of goods and materials may be sourced by vendors and by us outside of the U.S..
The United States has withdrawn from the Trans Pacific Partnership Agreement (“TPPA”), which may affect the Company’s ability to leverage lower cost facilities in territories outside of the U.S. Additionally, on November 30, 2018 the U.S., Mexico, and Canada signed a replacement trade deal for NAFTA known as the U.S.-Mexico-Canada Agreement (“USMCA”), which was subsequently ratified by each government.
Additionally, on November 30, 2018 the U.S., Mexico, and Canada signed a replacement trade deal for NAFTA known as the U.S.-Mexico-Canada Agreement (“USMCA”), which was subsequently ratified by each government. The USMCA maintains duty-free access for most products and leaves most key provisions of the NAFTA agreement largely intact.
Additional tariffs could be imposed by the United States or on the United States’ response to actions taken by the United States government. These governmental actions could have, and any similar future action may have, a material adverse effect on our business, financial condition and result of operations.
Impacts from potential deterioration in geopolitical or trade relationships between the U.S. and other countries, particularly China and EU member states, could have, and any similar future action may have, a material adverse effect on our business, financial condition and result of operations.
Removed
The COVID-19 pandemic was, and future pandemics could be a serious threat to the health and economic well-being affecting our customers, employees, sources of supply and our financial condition and results of operations. In March 2020, the World Health Organization announced that COVID-19 had become a pandemic and a National Emergency relating to COVID-19 was announced in the U.S.
Added
In addition, our future income tax obligations and effective tax rates could be adversely affected by changes in, or interpretations of, tax laws, regulations, policies, or decisions in the U.S. as a result of the One Big Beautiful Bill Act (the "Act"), which was signed into law on July 4, 2025.
Removed
The possibility of widespread infection at the time in the U.S. and abroad led to substantial commercial impacts. National, state, and local authorities recommended social distancing and imposed, or considered imposing quarantine and isolation measures, on large portions of the population, including mandatory business closures. These measures had serious adverse impacts on domestic and foreign economies.
Added
The Act contains numerous provisions related to corporate income taxes with various effective dates, which could have a negative or adverse impact on the operating results and cash flows of the Company.
Removed
These measures to be re-implemented in the event of increased COVID-19 cases and any of these measures, or other measures that are not currently foreseeable, could be taken in the event of future pandemics, any of which could materially increase our costs, negatively impact our sales and damage our results of operations and liquidity position.
Added
For example, the Company had disclosed intentions to look for acquisitions for the GPC and H&G businesses and to strategically separate the HPC business, but there are no assurances that any such acquisitions or divestitures may be consummated.
Removed
During the COVID-19 pandemic, we experienced varying degrees of business disruptions and periods of closure of our distribution centers, and corporate facilities, as did our wholesale customers, licensing partners, suppliers, vendors, and manufacturers.
Added
The Capped Calls cover, subject to customary anti-dilution adjustments, the aggregate number of shares of our common stock initially underlying the Exchangeable Notes.
Removed
These disruptions to our supply chains have resulted in further disruptions to our business such as inflation pressures on freight and storage costs and various inventory maintenance challenges.
Added
Moreover, upon completion of a divestiture, we may be required to pay down debt using proceeds from the sale pursuant to the terms of the Company’s outstanding indebtedness. 19 Table of Contents Restrictive covenants in our debt agreements may restrict our ability to pursue our business strategies.
Removed
Despite our efforts to manage and remedy the impact of COVID-19 on our financial condition and results of operations, the ultimate impact also depended on factors beyond our knowledge or control at the time, including the duration and severity of the COVID-19 pandemic, potential future waves of COVID-19 cases in the locations where we operate, and actions taken by governmental authorities to contain its spread and mitigate its public health effects.
Added
It remains unclear what additional actions, if any, the current administration will take.
Removed
In the event of a future pandemic, any of the foregoing factors, or the resulting cascading effects of any pandemic, or future pandemics that are not currently foreseeable, could materially increase our costs, negatively impact our sales and damage our results of operations and liquidity position. The duration of any such impacts cannot be predicted.
Added
We face risks associated with our international suppliers and supply chains, including those related to unfavorable and uncertain regulatory, political, economic, tax, tariff, export and import controls imposed by the U.S. and other governments The U.S. has announced and implemented changes to existing U.S. trade policy, including increasing tariffs on imports, in many cases significantly, and potentially renegotiating or terminating existing trade agreements.
Removed
Our debt agreements also contain customary events of default and covenants imposing operating and financial restrictions on our business.
Added
The exact scope of any such tariffs or changes to existing trade agreements, that will ultimately be implemented is not known at this time, and the impacts on our business and costs of our products is uncertain.
Removed
The USMCA maintains duty-free access for most products and leaves most key provisions of the NAFTA agreement largely intact. Any additional assertive trade policies could result in further conflicts with U.S. trading partners, which could affect the Company’s supply chains, sourcing, and markets.

… 16 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−0 removed26 unchanged
In connection with that oversight responsibility, our CIO provides the Audit Committee and the senior executive management team of the Company information and updates on a range of cybersecurity topics which may include our cybersecurity program and governance processes; cyber risk monitoring and management; the status of projects to strengthen our cybersecurity and privacy capabilities; recent significant incidents or threats impacting our operations, industry, or third-party suppliers; and the emerging threat landscape.
In connection with that oversight responsibility, our Chief Information Officer ("CIO") provides the Audit Committee and the senior executive management team of the Company information and updates on a range of cybersecurity topics which may include our cybersecurity program and governance processes; cyber risk monitoring and management; the status of projects to strengthen our cybersecurity and privacy capabilities; recent significant incidents or threats impacting our operations, industry, or third-party suppliers; and the emerging threat landscape.

Item 2. Properties

Properties — owned and leased real estate

1 edited+4 added−3 removed0 unchanged
Locations Bentonville, Arkansas HPC, GPC, & H&G Shared - Commercial Operations Leased Blacksburg, Virginia GPC - Research & Development Leased Blacksburg, Virginia GPC - Manufacturing Owned Bridgeton, Missouri GPC - Manufacturing Leased Dothan, Alabama H&G - Distribution Leased Earth City, Missouri GPC Headquarters, H&G Headquarters and NA Shared Operations Leased Edwardsville, Illinois GPC - Distribution Leased Edwardsville, Illinois H&G - Distribution Leased Fairfield, New Jersey HPC - Commercial Operations Leased Las Palmas, Puerto Rico HPC - Distribution Leased Middleton, Wisconsin Corporate Headquarters, HPC Headquarters and NA Shared Operations Leased Miramar, Florida HPC - Commercial Operations and LATAM Shared Operations Leased Moorpark, California GPC - Commercial Operations Leased New Britain, Connecticut HPC - Distribution Leased Noblesville, Indiana GPC - Manufacturing Owned Redlands, California HPC - Distribution Leased Riverview, Florida GPC - Research & Development Owned Vinita Park, Missouri H&G - Manufacturing Leased Non-U.S.
Locations Blacksburg, Virginia Manufacturing Facility - GPC Owned 208,000 n/a Bridgeton, Missouri Manufacturing Facility - GPC Leased 153,300 2029 Earth City, Missouri Administrative Offices and NA Shared Operations Leased 112,000 2035 Edwardsville, Illinois Distribution Center - GPC Leased 1,017,800 2030 Edwardsville, Illinois Distribution Center - H&G Leased 1,057,800 2028 Middleton, Wisconsin Administrative Offices and NA Shared Operations Leased 252,100 2034 Noblesville, Indiana Manufacturing Facility - GPC Owned 382,200 n/a Redlands, California Distribution Center - HPC Leased 984,000 2036 Vinita Park, Missouri Manufacturing Facility - H&G Leased 445,400 2030 Non-U.S.
Removed
ITEM 2. PROPERTIES The following lists our principal owned or leased administrative, manufacturing, packaging, and distribution facilities at September 30, 2024: Location Function / Use Owned / Leased U.S.
Added
ITEM 2. PROPERTIES Our principal executive office is in Middleton, Wisconsin.
Removed
Locations Alcobendas, Spain HPC - Commercial Operations Leased Auckland, New Zealand HPC – Distribution Leased Ballerup, Denmark HPC - Commercial Operations Leased Ballymount, Ireland HPC - Commercial Operations Leased Barcelona, Spain HPC - Commercial Operations Leased Bogota, Colombia HPC & GPC Shared - Commercial Operations and LATAM Shared Operations Leased Borgholzhausen, Germany GPC - Distribution Leased Bucharest, Romania HPC - Commercial Operations Leased Budapest, Hungary HPC - Commercial Operations Leased Cali, Colombia HPC - Distribution Leased Catalca, Türkiye HPC - Distribution Leased Ceska Liska, Czech Republic HPC - Commercial Operations Leased Coevorden, Netherlands GPC - Distribution Leased Cuautitlan, Mexico GPC – Distribution, H&G Distribution Leased El Dorado, Panama HPC & GPC Shared - Commercial Operations Leased Escobar, Argentina HPC – Distribution Leased Etobicoke, Canada HPC – Distribution Leased Guatemala, Guatemala HPC - Commercial Operations Leased Istanbul, Türkiye HPC - Commercial Operations Leased Lisboa, Portugal HPC - Commercial Operations Leased Ljublijana, Slovenia HPC - Commercial Operations Leased Llica de Vall, Spain HPC – Distribution Leased Manchester, UK HPC & GPC Shared - UK Operations Owned Mechelen, Belgium HPC - Commercial Operations Leased 30 Table of Contents Location Function / Use Owned / Leased Non-U.S.
Added
The Company owns and leases properties supporting our administrative, manufacturing and distribution operations in approximately 37 countries, with approximately 5 manufacturing facilities, 31 distribution centers and warehouse storage locations including facilities owned and operated by third-party logistics providers supporting product distribution, and approximately 56 office locations supporting sales and commercial operations, research labs and other administrative functions.
Removed
Locations (continued) Melle, Germany GPC - Manufacturing, Distribution & Commercial Operations Owned Mentone, Australia HPC - Commercial Operations & Distribution Leased Mexico City, Mexico HPC & GPC Shared - Commercial Operations Leased Milan, Italy HPC & GPC Shared - Commercial Operations Leased Ningbo City, China HPC - Commercial Operations Leased Nottingham, UK GPC - Commercial Operations & Distribution Leased Nuremberg, Germany HPC - Distribution Leased Otopeni, Romania HPC – Commercial Operations Leased Panama City, Panama HPC – Commercial Operations Leased Penrose, New Zealand HPC - Commercial Operations Leased Pingshan, China HPC – Distribution Leased Puteaux, France GPC – Commercial Operations Leased San Jose, Costa Rica HPC - Commercial Operations Leased San Salvador, El Salvador HPC - Commercial Operations Leased Santa Domingo, Dominican Republic HPC - Commercial Operations Leased Schwabach, Germany HPC – Distribution Leased Shenzhen, China APAC Shared Operations & Distribution Leased Singapore, Singapore HPC & GPC Shared - Commercial Operations Leased Sofia, Bulgaria HPC - Commercial Operations & Distribution Leased Stockholm, Sweden HPC - Commercial Operations Leased Sulzbach, Germany EMEA - Shared Operations Leased Tegucigalpa, Honduras HPC - Commercial Operations Leased Tarlungeni, Romania HPC – Commercial Operations & Distribution Leased Upton, UK GPC – Distribution Leased Utrecht, Netherlands HPC - Commercial Operations Leased Vantaa, Finland HPC - Commercial Operations Leased Vicente Lopez, Argentina HPC - Commercial Operations Leased Vienna, Austria GPC - Commercial Operations Leased Warsaw, Poland Shared - Commercial Operations Leased Woking, UK GPC - Commercial Operations Leased Wombourne, UK HPC - Commercial Operations & Distribution Leased Xiamen, China HPC & GPC Shared - Commercial Operations Leased Yokkaichi, Japan GPC – Distribution Leased Yokohama, Japan GPC - Commercial Operations Leased Zagreb, Croatia HPC – Commercial Operations Leased We believe that our existing facilities are suitable and adequate for our present purposes and that the productive capacity in such facilities is substantially being utilized or we have plans to utilize it.
Added
We believe that our existing facilities are suitable and adequate for our present purposes and that the productive capacity in such facilities is substantially being utilized or we have plans to utilize it. The following lists our principal owned or leased facilities and related function or use. Location Function / Use Owned / Leased Size (Sqft) Expiration U.S.
Added
Locations Borgholzhausen, Germany Distribution Center - GPC Leased 1 95,000 2026 Manchester, UK Administrative Offices and EMEA Shared Operations Owned 170,000 n/a Melle, Germany Manufacturing Facility - GPC Owned 398,300 n/a Mentone, Australia Distribution Center - HPC Leased 336,900 2027 Worksop, UK Distribution Center - GPC Leased 1 128,500 2030 Nuremberg, Germany Distribution Center - HPC Leased 1 242,100 2026 Wombourne, UK Distribution Center - HPC Leased 130,700 2030 1 Location not directly leased by the Company but operated through agreements with third party logistics service providers.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−0 removed0 unchanged
ITEM 3. LEGAL PROCEEDINGS We have disclosed all matters of legal proceedings believed to have an adverse effect on our results of operations, financial condition, liquidity or cash flows in the notes to our consolidated financial statements. See Note 20 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for additional detail. ITEM 4.
ITEM 3. LEGAL PROCEEDINGS We have disclosed all matters of legal proceedings believed to have an adverse effect on our results of operations, financial condition, liquidity or cash flows in the notes to our consolidated financial statements. See Note 19 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for additional detail. ITEM 4.
MINE SAFETY DISCLOSURES Not applicable 31 Table of Contents PART II
MINE SAFETY DISCLOSURES Not applicable 30 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−13 removed3 unchanged
Recent Sales of Unregistered Securities None. 32 Table of Contents Stock Performance Graph The following graph compares the cumulative total stockholder return on our Common Stock to the cumulative total return of the Russell 1000 Financial Index, the S&P 500 Household Products Index.
Recent Sales of Unregistered Securities None. 31 Table of Contents Stock Performance Graph The following graph compares the cumulative total stockholder return on our Common Stock to the cumulative total return of the Russell 1000 Financial Index, the S&P 500 Household Products Index.
The stockholder return shown on the graph below is not necessarily indicative of future performance and will not make or endorse any predictions as to future stockholder returns. ITEM 6. RESERVED. 33 Table of Contents
The stockholder return shown on the graph below is not necessarily indicative of future performance and will not make or endorse any predictions as to future stockholder returns. ITEM 6. RESERVED. 32 Table of Contents
The following is a summary of the authorized and available shares per the respective plans: (number of shares, in millions) Authorized Available Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Awards Plan 7.1 0.4 Spectrum Brands Holdings, Inc. 2020 Omnibus Equity Plan 2.6 1.8 Refer to Note 18 – Share Based Compensation in the Notes to our Consolidated Financial Statement for additional information.
The following is a summary of the authorized and available shares per the respective plans: (number of shares, in millions) Authorized Available Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Awards Plan 7.1 0.3 Spectrum Brands Holdings, Inc. 2020 Omnibus Equity Plan 2.6 1.7 Refer to Note 17 – Share Based Compensation in the Notes to our Consolidated Financial Statement for additional information.
The comparison below assumes that $100 was invested in the common stock of SBH from September 30, 2019 until September 30, 2024. The comparison is based upon the closing price of the common stock, as applicable, and assumes the reinvestment of all dividends, if any.
The comparison below assumes that $100 was invested in the common stock of SBH from September 30, 2020 until September 30, 2025. The comparison is based upon the closing price of the common stock, as applicable, and assumes the reinvestment of all dividends, if any.
ITEM 5. MARKET FOR THE REGISTRANTS’ COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES SBH’s common stock trades on the New York Stock Exchange (the “NYSE”) under the symbol “SPB.” As of November 8, 2024 there were approximately 1,059 holders of record based upon data provided by the transfer agent for the SBH’s common stock.
ITEM 5. MARKET FOR THE REGISTRANTS’ COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES SBH’s common stock trades on the New York Stock Exchange (the “NYSE”) under the symbol “SPB.” As of November 11, 2025 there were approximately 963 holders of record based upon data provided by the transfer agent for the SBH’s common stock.
The following summarizes the activity of common stock repurchases under the program in the fourth quarter of the year ended September 30, 2024: Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Plan Approximate Dollar Value of Shares that may Yet Be Purchased July 1, 2024 to July 28, 2024 — $ — — $ 402,696,794 July 29, 2024 to August 25, 2024 — — — 402,696,794 August 26, 2024 to September 30, 2024 — — — 402,696,794 As of September 30, 2024 — $ — — $ 402,696,794 The repurchase of additional shares in the future will depend upon many factors, including the Company’s financial condition, liquidity and legal requirements, and may use funds received from its divestitures to support the common stock repurchase program.
The repurchase of additional shares in the future will depend upon many factors, including the Company’s financial condition, liquidity and legal requirements, and may use funds received from its divestitures to support the common stock repurchase program. See Note 16 – Shareholders’ Equity in the Notes to the Consolidated Financial Statements for further detail.
Removed
Purchases of Equity Securities by the Issuer and Affiliated Purchasers On June 17, 2023, the Board of Directors approved a share repurchase program authorizing the purchase of up to $1 billion of common stock (the "2023 Repurchase Program"), which was in effect from June 17, 2023 until May 20, 2024 when it was suspended and replaced by the 2024 Repurchase Program (as described below).
Added
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table summarizes the common stock repurchases for the three month period ended September 30, 2025: Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Plan 1 Approximate Dollar Value of Shares That May Yet Be Purchased June 30, 2025 to July 27, 2025 190,743 $ 55.86 190,743 $ 104,876,380 July 28, 2025 to August 24, 2025 209,593 55.66 209,593 93,210,511 August 25, 2025 to September 30, 2025 313,158 54.21 313,158 76,234,107 ________________________________________ 1 On May 20, 2024, the Company announced a $500 million (the "Maximum Amount") common stock repurchase program authorized by its Board of Directors, which is effective from May 20, 2204 until the earlier of the Maximum Amount being repurchased thereunder or the suspension, termination or replacement of the program by the Company's Board of Directors.
Removed
The 2023 Repurchase Program permitted shares to be repurchased in open market or through privately negotiated transactions, including by direct purchases or purchases pursuant to derivative instruments or other transactions (including pursuant to accelerated share repurchase agreements, the writing and settlement of put options and the purchase and exercise of call options).
Removed
The number of shares to be repurchased, and the timing of any repurchases, was dependent on factors such as the share price, economic and market conditions, and corporate and regulatory requirements.
Removed
During the year ended September 30, 2024, and as part of the 2023 Repurchase Program, the Company had entered into a $200 million rule 10b5-1 repurchase plan to facilitate daily market share repurchases through November 15, 2024, until the cap was reached or until the plan was terminated.
Removed
On May 20, 2024, such 10b5-1 repurchase plan was terminated with a total of 1.9 million shares repurchased for $156.0 million.
Removed
During the year ended September 30, 2023 and as part of the 2023 Repurchase Program, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with a third-party financial institution to repurchase an aggregate of $500 million of the Company’s common stock.
Removed
Pursuant to the ASR Agreement, the Company paid $500.0 million to the financial institution at inception of the agreement and took delivery of 5.3 million shares, which represented 80% of the total shares the Company expected to receive based on the market price at the time of the initial delivery.
Removed
Upon settlement of the ASR Agreement effective November 16, 2023, the financial institution delivered additional shares of 1.3 million, based on the volume weighted average price per share of our common stock over the term of the agreement, less a negotiated discount.
Removed
On May 20, 2024, the Company announced a new $500 million common stock repurchase program authorized by its Board of Directors (the "2024 Repurchase Program"), replacing the Company’s 2023 Repurchase Program, which is effective from May 20, 2024 until the earlier of the maximum amount being repurchased or the suspension, termination or replacement of the program by the Company’s Board of Directors.
Removed
The 2024 Repurchase Program permits shares to be repurchased in open market or through privately negotiated transactions, including by direct purchases or purchases pursuant to derivative instruments or other transactions (including pursuant to accelerated share repurchase agreements, the writing and settlement of put options and the purchase and exercise of call options).
Removed
The number of shares to be repurchased, and the timing of any repurchases, will depend on factors such as the share price, economic and market conditions, and corporate and regulatory requirements.
Removed
As part of the approved 2024 Repurchase Program, the Company purchased $50.0 million aggregate principal amount of Common Stock concurrent with the pricing of the offering of the Exchangeable Notes in May 2024 in privately negotiated transactions effected through one of the initial purchasers and/or its affiliates. The 2024 Repurchase Program may be suspended or discontinued at any time.
Removed
See Note 17 - Shareholders' Equity in the Notes to the Consolidated Financial Statements for further detail .

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

89 edited+37 added−48 removed47 unchanged
The Company’s responsibility is limited to payments on the original terms negotiated with its suppliers, regardless of whether the suppliers sell their receivables to the financial institution and continue to be recognized as accounts payable on the Consolidated Balance Sheet with cash flow activity recognized as an operating cash flow.
The Company's responsibility is limited to payments on the original terms negotiated with its suppliers, regardless of whether the suppliers sell their receivables to the financial institution and continue to be recognized as Accounts Payable on the Company's Consolidated Balance Sheet with cash flow activity recognized as an operating cash flow.
The fair value of indefinite-lived intangible assets is determined using an income approach, the relief-from-royalty methodology, which requires us to make estimates and assumptions about future revenues, royalty rates, and the discount rate, among others. If the fair value is less than its carrying value, an impairment loss is recorded for the excess.
The fair value of indefinite-lived intangible assets is determined using an income approach, the relief-from-royalty methodology, which requires us to make estimates and assumptions about future revenues, royalty rates, and an appropriate discount rate, among others. If the fair value is less than its carrying value, an impairment loss is recorded for the excess.
Additionally, the Company facilitates a voluntary supply chain financing program to provide certain of its suppliers with the opportunity to sell receivables due from the Company (the Company’s trade payables) to an unrelated third-party financial institution under the sole discretion of the supplier and the participating financial institution.
Additionally, the Company facilitates a voluntary supply chain financing program to provide certain of its suppliers with the opportunity to sell receivables due from the Company (the Company's payables) to an unrelated third-party financial institution under the sole discretion of the supplier and the participating financial institution.
The assessment for the impairment of goodwill, intangible assets and other long-lived assets requires the consideration of a significant level of judgement and subjectivity, including the use of prospective financial information, which may be impacted by changes in the economic environment, future strategic business decisions, political, legal or regulatory conditions, competitive or market risk factors not readily identifiable or present, or other changes that may negatively impact prospective revenue generation or cash flow.
The assessment for the impairment of goodwill, intangible assets and other long-lived assets requires the consideration of a significant level of judgment and subjectivity, including the use of prospective financial information, which may be impacted by changes in the economic environment, future strategic business decisions, political, legal or regulatory conditions, competitive or market risk factors not readily identifiable or present, or other changes that may negatively impact prospective revenue generation or cash flow.
They facilitate comparisons between peer companies since interest, taxes, depreciation, and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA is also used for determining compliance with the Company’s debt covenants. See Note 11 - Debt in the Notes to the Consolidated Financial Statements for additional detail.
They facilitate comparisons between peer companies since interest, taxes, depreciation, and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA is also used for determining compliance with the Company’s debt covenants. See Note 9 – Debt in the Notes to the Consolidated Financial Statements for additional detail.
See Note 12 - Leases of the Notes to the Consolidated Financial Statement for further detail, including maturity schedule on outstanding finance and operating lease obligations for the following 5 years and thereafter, including imputed interest not reflected on the Consolidated Statements of Financial Position, as well as additional disclosure on lease commitments that have not yet commenced and therefore not yet reflected as an obligation on the Consolidated Statements of Financial Position.
See Note 10 - Leases of the Notes to the Consolidated Financial Statement for further detail, including maturity schedule on outstanding finance and operating lease obligations for the following 5 years and thereafter, including imputed interest not reflected on the Consolidated Statements of Financial Position , as well as additional disclosure on lease commitments that have not yet commenced and therefore not yet reflected as an obligation on the Consolidated Statements of Financial Position .
The Company cannot reasonably predict the ultimate outcome of income tax audits currently in progress for certain of our companies. It is reasonably possible that during the next 12 months, some portion of our unrecognized tax benefits could be recognized. See Note 16 – Income Taxes in the Notes to the Consolidated Financial Statements for additional discussion.
The Company cannot reasonably predict the ultimate outcome of income tax audits currently in progress for certain of our companies. It is reasonably possible that during the next 12 months, some portion of our unrecognized tax benefits could be recognized. See Note 15 – Income Taxes in the Notes to the Consolidated Financial Statements for additional discussion.
Non-guarantor subsidiaries primarily consist of SBI’s foreign subsidiaries. See Note 11 - Debt for further detail. The following financial information consists of summarized financial information of the Obligor, presented on a combined basis. The “Obligor” consists of the financial statements of SBI as the debt issuer, SBH as a parent guarantor, and the domestic subsidiaries of SBI as subsidiary guarantors.
Non-guarantor subsidiaries primarily consist of SBI’s foreign subsidiaries. See Note 9 - Debt for further detail. The following financial information consists of summarized financial information of the Obligor, presented on a combined basis. The “Obligor” consists of the financial statements of SBI as the debt issuer, SBH as a parent guarantor, and the domestic subsidiaries of SBI as subsidiary guarantors.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management’s discussion of the financial results, liquidity and other key items related to our performance and should be read in conjunction with our Consolidated Financial Statements and related notes in this Annual Report.
ITEM 7. MANAGEMENT’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management’s discussion of the financial results, liquidity and other key items related to our performance and should be read in conjunction with our Consolidated Financial Statements and related notes in this Annual Report.
If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded for the difference between the fair value of the reporting unit goodwill and its carrying value. During the year ended September 30, 2024, the Company had no impairments of goodwill for any of its reporting units.
If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded for the difference between the fair value of the reporting unit goodwill and its carrying value. During the year ended September 30, 2025, the Company had no impairments of goodwill for any of its reporting units.
See Note 16 - Income Taxes in the Notes to the Consolidated Financial Statements elsewhere included in this Annual Report. New Accounting Pronouncements See Note 2 – Significant Accounting Policies and Practices in the Notes to the Consolidated Financial Statements elsewhere included in this Annual Report for information about recent accounting pronouncements not yet adopted.
See Note 15 - Income Taxes in the Notes to the Consolidated Financial Statements elsewhere included in this Annual Report. New Accounting Pronouncements See Note 2 – Significant Accounting Policies and Practices in the Notes to the Consolidated Financial Statements elsewhere included in this Annual Report for information about recent accounting pronouncements not yet adopted.
This section also provides a discussion of our contractual operations and other commercial commitments as well as our ability to fund future commitments and operating activities through sources of capital as of September 30, 2024.
This section also provides a discussion of our contractual operations and other commercial commitments as well as our ability to fund future commitments and operating activities through sources of capital as of September 30, 2025.
On an annual basis, during the fourth quarter of the fiscal year, or more frequently if triggering events occur, the Company tests for impairment of goodwill by either performing a qualitative assessment or quantitative test for some or all reporting units. Our reporting units are consistent with our operating segments.
On an annual basis, during the fourth quarter of the fiscal year, or more frequently if triggering events occur, the Company tests for impairment of goodwill by either performing a qualitative assessment or quantitative test for some or all reporting units, with our reporting units being consistent to our operating segments.
The following summarizes the selling, general & administrative costs for the years ended September 30, 2024 and 2023, respectively, including amounts as a percentage of net sales for each respective period.
The following summarizes the selling, general & administrative costs for the years ended September 30, 2025 and 2024, respectively, including amounts as a percentage of net sales for each respective period.
Gross Profit. The following is a summary of the gross profit and gross profit margin for the years ended September 30, 2024 and 2023, respectively, and the principal factors contributing to the change between periods.
Gross Profit. The following is a summary of the gross profit and gross profit margin for the years ended September 30, 2025 and 2024, respectively, and the principal factors contributing to the change between periods.
For those income tax positions where it is more likely than not that a tax benefit will not be sustained, the Company did not recognize a tax benefit. As of September 30, 2024, the total amount of unrecognized tax benefits, including interest and penalties, that if not recognized would affect the effective tax rate in future periods was $108.5 million.
For those income tax positions where it is more likely than not that a tax benefit will not be sustained, the Company did not recognize a tax benefit. As of September 30, 2025, the total amount of unrecognized tax benefits, including interest and penalties, that if not recognized would affect the effective tax rate in future periods was $112.5 million.
The income approach is a discounted cash flows methodology, which requires us to estimate future revenues, expenses, and capital expenditures and make assumptions about our weighted average cost of capital and perpetuity growth rate, among other variables.
The income approach is a discounted cash flows methodology, which requires us to estimate future revenues, expenses, and capital expenditures and make assumptions about our weighted average cost of capital, perpetuity growth rate, and an appropriate discount rate, among other variables.
While we believe organic net sales and Adjusted EBITDA are useful supplemental information, such adjusted results are not intended to replace our financial results in accordance with Accounting Principles Generally Accepted in the United States (“GAAP”) and should be read in conjunction with those GAAP results. Organic Net Sales.
While we believe organic net sales and Adjusted EBITDA are useful supplemental information, such adjusted results are not intended to replace our financial results in accordance with Accounting Principles Generally Accepted in the U.S. (“GAAP”) and should be read in conjunction with those GAAP results. Organic Net Sales.
EBITDA is calculated by excluding the Company’s income tax expense, interest expense, depreciation expense and amortization expense (from intangible assets) from net income.
EBITDA is calculated by excluding the Company’s income tax expense, interest expense, depreciation expense and amortization expense (from intangible assets) from net income from continuing operations.
For a discussion of our fiscal 2022 results, please refer to Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations for the Company’s Annual Report on Form 10-K for the year ended September 30, 2023, filed with the SEC on November 21, 2023.
For a discussion of our fiscal 2023 results, please refer to Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations for the Company’s Annual Report on Form 10-K for the year ended September 30, 2024 filed with the SEC on November 15, 2024.
We estimate that $131.7 million of valuation allowance related to domestic deferred tax assets cannot be released regardless of the amount of domestic operating income generated due to prior period ownership changes that limit the amount of NOLs and credits we can use.
We estimate that $123.2 million of valuation allowance related to domestic deferred tax assets cannot be released regardless of the amount of domestic operating income generated due to prior period ownership changes that limit the amount of NOLs and credits we can use.
Additionally, the Company will further recognize adjustments from adjusted EBITDA for other costs, gains and losses that are considered significant, non-recurring, or otherwise not supporting the continuing operations and revenue generating activity of the segment or Company, including but not limited to, exit and disposal activities (See Note 4 - Exit and Disposal Activities in the Notes to the Consolidated Financial Statements for further detail), or incremental costs associated with strategic transactions, restructuring and optimization initiatives such as the acquisition or divestiture of a business, related integration or separation costs, or the development and implementation of strategies to optimize or restructure the Company and its operations.
Additionally, the Company will further recognize adjustments from adjusted EBITDA for other costs, gains and losses that are considered significant, non-recurring, or otherwise not supporting the continuing operations and revenue generating activity of the segment or Company, including but not limited to, exit and disposal activities, or incremental costs associated with strategic transactions, restructuring and optimization initiatives such as the acquisition or divestiture of a business, related integration or separation costs, or the development and implementation of strategies to optimize or restructure the Company and its operations.
In addition to the outstanding principal on our debt, we anticipate annual interest payments of approximately $22.1 million including unused fees associated with the Revolver Facility with interest of approximately $4.3 million attributable to finance leases.
In addition to the outstanding principal on our debt, we anticipate annual interest payments of approximately $26 million including unused fees associated with the Revolver Facility with interest of approximately $4 million attributable to finance leases.
For a discussion of our fiscal 2022 results, please refer to Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations for the Company’s Annual Report on Form 10-K for the year ended September 30, 2022 filed with the SEC on November 22, 2022.
For a discussion of our fiscal 2023 results, please refer to Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations for the Company’s Annual Report on Form 10-K for the year ended September 30, 2024 filed with the SEC on November 15, 2024.
For a discussion of our fiscal 2022 results, please refer to Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations for the Company’s Annual Report on Form 10-K for the year ended September 30, 2022 filed with the SEC on November 22, 2022.
For a discussion of our fiscal 2023 results, please refer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations for the Company’s Annual Report on Form 10-K for the year ended September 30, 2024 filed with the SEC on November 15, 2024.
Short-term financing needs primarily consist of working capital requirements, capital spending, periodic principal and interest payments on our long-term debt, and initiatives to support restructuring, integration or other related projects. Long-term financing needs depend largely on potential growth opportunities, including acquisition activity and repayment or refinancing of our long-term obligations.
Short-term financing needs primarily consist of working capital requirements, capital spending, periodic principal and interest payments on our long-term debt, and initiatives to support restructuring, integration or other strategic projects. Long-term financing needs depend largely on potential growth opportunities including acquisition activity, repayment or refinancing of our long-term obligations, and share repurchase activity, amongst others.
The Company’s recognizes an actuarial determined unfunded projected benefit obligation, net fair value of dedicated plan assets. See Note 15 - Employee Benefit Plans in the Notes to the Consolidated Financial Statements for further detail including the projected payments on the outstanding obligation for the following 5 years and thereafter.
The Company’s recognizes an actuarial determined unfunded projected benefit obligation, net fair value of dedicated plan assets. See Note 14 - Employee Benefit Plans in the Notes to the Consolidated Financial Statements for further detail including the projected payments on the outstanding obligation for the following 10 years.
Such actions results in the recognition of costs to the Company that are considered incremental and not reflective of the continuing operating costs of the business and may impact the comparability of the consolidated business and its segments. Refer to the Note 4 - Exit and Disposal Activities in the Notes to the Consolidated Financial Statements for further detail.
Such actions result in the recognition of costs to the Company that are considered incremental and not reflective of the continuing operating costs of the business and may impact the comparability of the consolidated company and its segments. See Note 4 - Exit and Disposal Activities in the Notes to the Consolidated Financial Statements for further discussion.
As of September 30, 2024, we have provided no significant residual U.S. taxes on earnings not yet taxed in the U.S. As of September 30, 2024, we project $1.7 million of additional tax from non-U.S. withholding and other taxes expected to be incurred on repatriation of foreign earnings.
As of September 30, 2025, we have provided no significant residual U.S. taxes on earnings not yet taxed in the U.S. As of September 30, 2025, we project $2.4 million of additional tax from non-U.S. withholding and other taxes expected to be incurred on repatriation of foreign earnings.
The risk of future impairment for the Rejuvenate® and PowerXL® tradenames are based upon the results realized during the year ended September 30, 2024, recent impairments on the respective tradenames and dependency upon the timing and realization of projected revenues and growth strategies.
The risk of future impairment for the Rejuvenate® tradename is based upon the results realized during the year ended September 30, 2025, recent impairments on the respective tradenames and dependency upon the timing and realization of projected revenues and growth strategies.
The Company’s access to capital markets and financing costs may depend on the Company’s credit ratings. None of the Company’s current borrowings are subject to default or acceleration as a result of a downgrading of credit ratings, although a downgrade of the Company’s credit ratings could increase fees and interest charges on future borrowings.
None of the Company’s current borrowings are subject to default or acceleration as a result of a downgrading of credit ratings, although a downgrade of the Company’s credit ratings could increase fees and interest charges on future borrowings.
Adjusted EBITDA also excludes certain non-cash adjustments including share based compensation (see Note 18 - Share Based Compensation in the Notes to the Consolidated Financial Statements for further detail); impairment charges on property, plant and equipment, right of use lease assets, and goodwill and other intangible assets (See Note 9 - Property, Plant and Equipment, Note 12 - Leases, and Note 10 - Goodwill and Intangible Assets in the Notes to the Consolidated Financial Statements for further detail, respectively); gain or loss from the early extinguishment of debt through the repurchase or early redemption of debt (See Note 11 - Debt in the Notes to the Consolidated Financial Statements for further detail); and purchase accounting adjustments recognized in income subsequent an acquisition attributable to the step-up in value on assets acquired, including, but not limited to, inventory or lease assets.
Adjusted EBITDA also excludes certain non-cash adjustments including share based compensation (see Note 17 - Share Based Compensation in the Notes to the Consolidated Financial Statements for further detail); impairment charges on property, plant and equipment, right of use lease assets, and goodwill and other intangible assets, (See Note 7- Property, Plant and Equipment, Note 10 - Leases and Note 8 - Goodwill and Intangible Assets in the Notes to the Consolidated Financial Statements for further detail, as applicable); gain or loss from the early extinguishment of debt (See Note 9 - Debt in the Notes to the Consolidated Financial Statements for further detail, as applicable); and purchase accounting adjustments recognized in income subsequent to an acquisition attributable to the step-up in value on assets acquired.
For a discussion of our fiscal 2022 results, please refer to Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations for the Company’s Annual Report on Form 10-K for the year ended September 30, 2022 filed with the SEC on November 22, 2022.
For a discussion of our fiscal 2023 results, please refer to Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations for the Company’s Annual Report on Form 10-K for the year ended September 30, 2024, filed with the SEC on November 15, 2024. Recent Developments U.S.
The estimated fair value represents the amount at which a reporting unit could be bought or sold in a current transaction between willing parties on an arms-length basis. In estimating the fair value of the reporting unit, we use both an income approach and a market approach.
The estimated fair value represents the amount at which a reporting unit could be bought or sold in an arms-length transaction with a market participant. In estimating the fair value of the reporting unit, we use both an income approach and a market approach.
See Note 17 - Shareholders' Equity in the Notes to the Consolidated Financial Statements for further detail. We may, from time to time, seek to repurchase additional shares of our common stock and any further repurchase activity will be dependent on prevailing market conditions, liquidity requirements and other factors.
The Company has continued to repurchase shares of common stock as further detailed in Note 16 – Shareholders’ Equity in the Notes to the Consolidated Financial Statements . We may, from time to time, seek to repurchase additional shares of our common stock and any further repurchase activity will be dependent on prevailing market conditions, liquidity requirements and other factors.
As of September 30, 2024, we have U.S. federal net operating loss carryforwards (“NOLs”) of $569.2 million, with a federal tax benefit of $119.5 million and future tax benefits related to state NOLs of $42.8 million. Our total valuation allowance for the tax benefit of deferred tax assets that may not be realized is $321.4 million at September 30, 2024.
As of September 30, 2025, we have U.S. federal net operating loss carryforwards (“NOLs”) of $601.8 million, with a federal tax benefit of $126.4 million and future tax benefits related to state NOLs of $44.1 million. Our total valuation allowance for the tax benefit of deferred tax assets that may not be realized is $296.4 million at September 30, 2025.
Other commitments and obligations Other commitments and obligations include an outstanding mandatory repatriation tax liability of $11.1 million that is payable over the next 2 years, with $5.2 million due and payable in the next 12 months.
Other commitments and obligations Other commitments and obligations include an outstanding mandatory repatriation tax liability of $5.5 million that is payable in the next 12 months.
See Note 20 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further detail. 3 Non-cash gain from the remeasurement of a contingent consideration liability associated with the Tristar Business acquisition. 4 Gain from the receipt of insurance proceeds on representation and warranty policies associated with the Tristar Business acquisition.
See Note 19 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further detail. 3 Gain from the receipt of insurance proceeds on representation and warranty policies associated with the Tristar Business acquisition.
Adjusted EBITDA margin is adjusted EBITDA as a percentage of reported net sales. 34 Table of Contents The following is a reconciliation of net income (loss) from continuing operations to Adjusted EBITDA and Adjusted EBITDA margin for the years ended September 30, 2024 and 2023: (in millions, except %) 2024 2023 Net income (loss) from continuing operations $ 99.3 $ (233.7) Income tax expense (benefit) 64.3 (56.5) Interest expense 58.5 116.1 Depreciation 57.3 48.9 Amortization 44.5 42.3 Share based compensation 17.5 17.2 Non-cash impairment charges 50.3 242.6 Non-cash purchase accounting adjustments 1.2 1.9 (Gain) loss from early extinguishment of debt (2.6) 3.0 Exit and disposal costs 1.0 9.3 HHI separation costs 1 3.9 8.4 HPC separation initiatives 1 13.4 4.2 Global ERP transformation 1 15.0 11.4 Tristar Business integration 1 — 7.0 HPC product recall 2 6.9 7.7 Gain from remeasurement of contingent consideration 3 — (1.5) Representation and warranty insurance proceeds 4 (65.0) — Litigation costs 5 2.9 3.0 HPC inventory disposal 6 — 20.6 Other 7 3.4 23.2 Adjusted EBITDA $ 371.8 $ 275.1 Net sales $ 2,963.9 $ 2,918.8 Net income (loss) from continuing operations margin 3.4 % (8.0) % Adjusted EBITDA margin 12.5 % 9.4 % ________________________________________ 1 Incremental costs associated with strategic transactions, restructuring and optimization initiatives, including, but not limited to, the acquisition or divestiture of a business, related integration or separation costs, or the development and implementation of strategies to optimize or restructure operations.
(in millions, except %) 2025 2024 Net income from continuing operations $ 100.2 $ 99.3 Income tax (benefit) expense (13.0) 64.3 Interest expense 30.0 58.5 Depreciation 56.4 57.3 Amortization 41.6 44.5 Share based compensation 20.5 17.5 Non-cash impairment charges 24.4 50.3 Non-cash purchase accounting adjustments — 1.2 Gain from early extinguishment of debt — (2.6) Exit and disposal costs 8.8 1.0 HHI separation costs 1 1.5 3.9 HPC separation initiatives 1 0.9 13.4 Global ERP transformation 1 9.2 15.0 HPC product recall 2 — 6.9 Representation and warranty insurance proceeds 3 — (65.0) Litigation costs 4 3.5 2.9 Other 5 5.1 3.4 Adjusted EBITDA $ 289.1 $ 371.8 Net sales $ 2,809.0 $ 2,963.9 Net income from continuing operations margin 3.6 % 3.4 % Adjusted EBITDA margin 10.3 % 12.5 % ________________________________________ 1 Incremental costs associated with strategic transactions, restructuring and optimization initiatives, including, but not limited to, the acquisition or divestiture of a business, related integration or separation costs, or the development and implementation of strategies to optimize or restructure operations.
Our annual effective tax rate is significantly impacted by income earned outside the U.S. that is subject to U.S. tax including the U.S. tax on global intangible low taxed income, certain nondeductible expenses, state income taxes, and foreign rates that differ from the U.S. federal statutory rate.
Our annual effective tax rate is significantly impacted by income earned outside the U.S. that is subject to U.S. tax including the U.S. tax on global intangible low taxed income, certain nondeductible expenses, state income taxes, and foreign rates that differ from the U.S. federal statutory rate as well as one time impacts from changes in valuation allowances and other deferred tax assets and liabilities.
The following is a summary of costs attributable to strategic transactions and business development costs that are considered as having a significant impact on the comparability of the financial results on the consolidated financial statements and segment financial information, for the respective projects during the years ended September 30, 2024 and 2023: (in millions) 2024 2023 HHI divestiture and separation costs 1 $ 3.9 $ 8.4 HPC separation initiatives 2 13.4 4.2 Global ERP transformation 3 15.0 11.4 Tristar integration 4 — 7.0 Other 5 0.4 7.6 Total $ 32.7 $ 38.6 Reported as: Selling, general & administrative expense 32.7 38.6 ________________________________________ 1 Costs attributable to the HHI divestiture effective June 2023 consisting of legal and professional fees to effect the close of the transaction and subsequent costs to facilitate separation and transition of systems and processes subject to transition services agreements (“TSAs”).
The following is a summary of incremental costs attributable to strategic transactions and business development costs that are considered as having a significant impact on the comparability of the financial results during the years ended September 30, 2025 and 2024, included as Selling, General & Administrative expense on the Consolidated Statements of Income : (in millions) 2025 2024 HHI separation costs 1 $ 1.5 $ 3.9 HPC separation initiatives 2 0.9 13.4 Global ERP transformation 3 9.2 15.0 Other project costs 4 0.9 0.4 Total $ 12.5 $ 32.7 Reported as: Selling, general & administrative 12.5 32.7 ________________________________________ 1 Costs attributable to the HHI separation consisting of costs to facilitate separation and transition of systems and processes subject to transition services agreements (“TSAs”), which closed effective June 2025.
Refinancing Activity The following recent financing activity has a significant impact on the comparability of financial results on the consolidated financial statements. • On May 23, 2024, the Company completed its offering of $350.0 million principal amount of 3.375% Exchangeable Senior Notes due June 1, 2029 (the “Exchangeable Notes”), recognizing $11.8 million of fees and expenses which were capitalized as debt issuance costs and will be amortized over the term of the Exchangeable Notes. • Concurrent with the issuance of the Exchangeable Notes during the year ended September 30, 2024, the Company completed a tender offer on the aggregate outstanding principal balance of the 4.00% Senior Notes due 2026 (the “2026 Notes”), the 5.00% Senior Notes due 2029, the 5.50% Senior Notes due 2030, and the 3.875% Senior Notes due 2031 (the “2031 Notes”) (collectively, the “Tendered Notes”) and redeemed the remaining outstanding principal balance of the 2026 Notes, resulting in the reduction of the principal debt balance of $1,174.4 million and recognition of a loss on early extinguishment of $2.2 million. • During the years ended September 30, 2024 and 2023, the Company repurchased outstanding bonds in the open market at a discount resulting in the recognition of a gain on extinguishment of $4.7 million and $7.9 million, respectively. 36 Table of Contents • During the year ended September 30, 2023, following the close of the HHI divestiture in June 2023, the Company repaid its outstanding term loan and all outstanding borrowings with the Revolver Facility under the Credit Agreement, and terminated the Incremental Revolving Credit Facility Tranche, along with the remaining $450.0 million aggregate principal amount of 5.750% Senior Notes due 2025 in full at the redemption price.
See Note 9 - Debt in the Notes to the Consolidated Financial Statements for additional detail regarding debt and refinancing activity. • On May 23, 2024, the Company completed its offering of $350.0 million principal amount of 3.375% Exchangeable Senior Notes due June 1, 2029 (the “Exchangeable Notes”), recognizing $11.8 million of fees and expenses which were capitalized as debt issuance costs and will be amortized over the term of the Exchangeable Notes. • Concurrent with the issuance of the Exchangeable Notes during the year ended September 30, 2024, the Company completed a tender offer on the aggregate outstanding principal balance of the 4.00% Senior Notes due 2026 (the “2026 Notes”), the 5.00% Senior Notes due 2029, the 5.50% Senior Notes due 2030, and the 3.875% Senior Notes due 2031 (the “2031 Notes”) (collectively, the “Tendered Notes”) and redeemed the remaining outstanding principal balance of the 2026 Notes, resulting in the reduction of the principal debt balance of $1,174.4 million and recognition of a loss on early extinguishment of $2.2 million. • During the year ended September 30, 2024, the Company repurchased outstanding bonds in the open market at a discount resulting in the recognition of a gain on extinguishment of 4.7 million. 36 Table of Contents Consolidated Results of Operations The following section provides an analysis of our operations for the years ended September 30, 2025 and 2024.
At September 30, 2024, we were in compliance with all covenants under the Credit Agreement and the indentures governing the 3.375% Exchangeable Notes due June 1, 2029, the 5.00% Notes due October 1, 2029, the 5.50% Notes due July 15, 2030, and the 3.875% Notes due March 15, 2031.
As of September 30, 2025, we were in compliance with all covenants under the Credit Agreement and the indentures governing the 3.375% Notes, due June 1, 2029 and the 3.875% Notes, due March 15, 2031.
The following is a summary of net sales by segment for the years ended September 30, 2024 and 2023 and the principal components of changes in net sales for the respective periods: (in millions, except %) 2024 2023 Variance GPC $ 1,151.5 $ 1,139.0 $ 12.5 1.1 % H&G 578.6 536.5 42.1 7.8 % HPC 1,233.8 1,243.3 (9.5) (0.8 %) Net Sales $ 2,963.9 $ 2,918.8 45.1 1.5 % (in millions) 2024 Net Sales for the year ended September 30, 2023 $ 2,918.8 Increase in GPC 4.8 Increase in H&G 42.1 Decrease in HPC (3.4) Foreign currency impact, net 1.6 Net Sales for the year ended September 30, 2024 $ 2,963.9 Year Ended September 30, 2024 Volume Price Foreign Currency Total Organic GPC 0.9 % (0.5) % 0.7 % 1.1 % 0.4 % H&G 7.0 % 0.8 % — % 7.8 % 7.8 % HPC — % (0.3) % (0.5) % (0.8) % (0.3) % Total 1.7 % (0.2) % — % 1.5 % 1.5 % Refer to the Segment Financial Data section below for further discussion on net sales.
The following is a summary of net sales by segment for the years ended September 30, 2025 and 2024 and the principal components of changes in net sales for the respective periods: (in millions, except %) 2025 2024 Variance GPC $ 1,082.5 $ 1,151.5 $ (69.0) (6.0) % H&G 572.8 578.6 (5.8) (1.0) % HPC 1,153.7 1,233.8 (80.1) (6.5) % Net Sales $ 2,809.0 $ 2,963.9 (154.9) (5.2) % Year Ended (in millions, except %) GPC H&G HPC Total Amount Percent Amount Percent Amount Percent Amount Percent Volume $ (77.7) (6.7) % $ (12.7) (2.2) % $ (83.3) (6.8) % $ (173.7) (5.9) % Price (0.5) — % 6.9 1.2 % 10.3 0.8 % 16.7 0.6 % Foreign Currency 9.2 0.8 % — — % (7.1) (0.6) % 2.1 0.1 % Total $ (69.0) (6.0) % $ (5.8) (1.0) % $ (80.1) (6.5) % $ (154.9) (5.2) % Organic $ (78.2) (6.8) % $ (5.8) (1.0) % $ (73.0) (5.9) % $ (157.0) (5.3) % Refer to the Segment Financial Data section below for further discussion on net sales.
We maintain a capital structure that we believe provides us with sufficient access to credit and capital markets. When combined with strong levels of cash flow from operations, our capital structure has provided the flexibility necessary to pursue strategic growth opportunities and return value to our shareholders.
When combined with strong levels of cash flow from operations, our capital structure has provided the flexibility necessary to pursue strategic growth opportunities and return value to our shareholders. The Company’s access to capital markets and financing costs may depend on the Company’s credit ratings.
Of this amount, $203.6 million relates to U.S. net deferred tax assets and $117.8 million relates to foreign net deferred tax assets.
Of this amount, $193.4 million relates to U.S. net deferred tax assets and $103 million relates to foreign net deferred tax assets.
(in millions) 2024 Statement of Operations Data Third-party net sales $ 1,829.4 Intercompany net sales to non-guarantor subsidiaries 22.8 Total net sales 1,852.2 Gross profit 662.3 Operating income 22.2 Net loss from continuing operations (23.6) Net loss (6.1) Net loss attributable to controlling interest (6.1) Statement of Financial Position Data Current assets $ 1,228.0 Noncurrent assets 3,989.6 Current liabilities 901.6 Noncurrent liabilities 930.9 The Obligor’s amounts due from, due to the non-guarantor subsidiaries as of September 30, 2024, are as follows: (in millions) 2024 Statement of Financial Position Data Current receivables from non-guarantor subsidiaries $ 125.4 Long-term receivable from non-guarantor subsidiaries 30.7 Current payable to non-guarantor subsidiaries 59.7 Long-term debt with non-guarantor subsidiaries 20.2 43 Table of Contents Critical Accounting Policies and Estimates Our Consolidated Financial Statements have been prepared in accordance with GAAP and fairly present our financial position and results of operations.
(in millions) 2025 Statement of Operations Data Third party net sales $ 1,665.4 Intercompany net sales to non-guarantor subsidiaries 53.2 Net sales 1,718.5 Gross profit 613.1 Operating loss (6.9) Net income from continuing operations 197.9 Net income 198.1 Net income attributable to controlling interest 198.1 Statements of Financial Position Data Current assets $ 781.5 Noncurrent assets 4,963.7 Current liabilities 732.9 Noncurrent liabilities 865.9 The Obligor’s amounts due from, due to the non-guarantor subsidiaries as of September 30, 2025, are as follows: (in millions) 2025 Statement of Financial Position Data Current receivables from non-guarantor subsidiaries $ 119.8 Current note receivables from non-guarantor subsidiaries 20.8 Long-term note receivables from non-guarantor subsidiaries — Current payables to non-guarantor subsidiaries 81.2 Current debt with non-guarantor subsidiaries 376.5 Long-term debt with non-guarantor subsidiaries 1.8 42 Table of Contents Critical Accounting Policies and Estimates Our Consolidated Financial Statements have been prepared in accordance with GAAP and fairly present our financial position and results of operations.
Income Taxes. The effective tax rate was 39.3% for the year ended September 30, 2024, compared to 19.5% for the year ended September 30, 2023.
The effective tax rate was (14.9)% for the year ended September 30, 2025, compared to 39.3% for the year ended September 30, 2024.
The Company assesses its income tax positions and records tax liabilities for all years subject to examination based upon management’s evaluation of the facts and circumstances and information available for reporting.
Significant judgment is required in determining our worldwide provision for income taxes and recording the related deferred tax assets and liabilities. The Company assesses its income tax positions and records tax liabilities for all years subject to examination based upon management’s evaluation of the facts and circumstances and information available for reporting.
See Note 10 - Goodwill and Intangible Assets in the Notes to the Consolidated Financial Statements. Representation and Warranty Insurance Proceeds. During the year ended September 30, 2024, the Company recognized a gain of $65.0 million from its representation and warranty insurance policy associated with the Tristar Business acquisition.
During the year ended September 30, 2024, the Company recognized a gain of $65.0 million from its representation and warranty insurance policy associated with the Tristar Business acquisition. See Note 19 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further discussion. There was no comparable activity during the year ended September 30, 2025. Interest Expense.
See Note 3 – Divestitures in the Notes to the Consolidated Financial Statements for further discussion. The Company has other obligations associated with various contingent matters includes environmental remediation obligations, product liabilities and warranties, and product recalls. See Note 20 - Commitments and Contingencies in the N otes to the Consolidated Financial Statements for further discussion .
The Company has other obligations associated with various contingent matters includes environmental remediation obligations, product liabilities and warranties, and product recalls. See Note 19 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further discussion . The Company is a defendant in various litigation matters generally arising out of the ordinary course of business.
See Note 12 - Leases in the Notes to the Consolidated Financial Statements for further discussion. 44 Table of Contents A considerable amount of judgment and assumptions are required in performing the impairment tests, principally in determining the fair value of each reporting unit and assets subject to impairment testing.
A considerable amount of judgment and assumptions are required in performing the impairment tests, principally in determining the fair value of each reporting unit and assets subject to impairment testing.
The following is a reconciliation of net sales to organic net sales of for the year ended September 30, 2024, compared to net sales for the year ended September 30, 2023: 2024 Net Sales 2023 Variance (in millions, except %) Net Sales Effect of Changes in Currency Organic Net Sales GPC $ 1,151.5 $ (7.7) $ 1,143.8 $ 1,139.0 $ 4.8 0.4 % H&G 578.6 — 578.6 536.5 42.1 7.8 % HPC 1,233.8 6.1 1,239.9 1,243.3 (3.4) (0.3 %) Total $ 2,963.9 $ (1.6) $ 2,962.3 $ 2,918.8 43.5 1.5 % Adjusted EBITDA and adjusted EBITDA Margin.
The following is a reconciliation of net sales to organic net sales of for the year ended September 30, 2025, compared to net sales for the year ended September 30, 2024. 2025 2024 Variance Year Ended (in millions, except %) Net Sales Effect of Changes in Foreign Currency Organic Net Sales GPC $ 1,082.5 $ (9.2) $ 1,073.3 $ 1,151.5 $ (78.2) (6.8 %) H&G 572.8 — 572.8 578.6 (5.8) (1.0 %) HPC 1,153.7 7.1 1,160.8 1,233.8 (73.0) (5.9 %) Total $ 2,809.0 $ (2.1) $ 2,806.9 $ 2,963.9 (157.0) (5.3 %) 33 Table of Contents Adjusted EBITDA and Adjusted EBITDA Margin.
Based on information currently available, the Company does not believe that any additional matters or proceedings presently pending will have a material adverse effect on its results of operations, financial condition, liquidity or cash flows. 42 Table of Contents Guarantor Statements SBI has issued the 3.375% Exchangeable Notes under the 2029 Indenture and the 3.875% Notes under the 2031 Indentures, (collectively, the “Notes”).
Based on information currently available, the Company does not believe that any additional matters or proceedings presently pending will have a material adverse effect on its results of operations, financial condition, liquidity or cash flows. 41 Table of Contents Guarantor Statements Spectrum Brands, Inc.
Costs are expected to be incurred until a transaction is realized. 3 Costs attributable to a multi-year transformation project to upgrade and implement our enterprise-wide operating systems to SAP S/4 HANA on a global basis, including project management and professional services for planning, design, and business process review that do not qualify as software configuration and implementation costs recognized as capital expenditures or deferred costs under applicable accounting principles.
The Company continues to assess potential strategic opportunities for a proposed HPC separation, as well as considerations within the macroeconomic environment that may affect the timing or ability to execute on such initiatives. 3 Costs attributable to a multi-year transformation project to upgrade and implement our enterprise-wide operating systems to SAP S/4 HANA on a global basis, including project management and professional services for planning, design, and business process review that do not qualify as software configuration and implementation costs recognized as capital expenditures or deferred costs under applicable accounting principles.
The Company believes its judgments and assumptions are reasonable, but different assumptions could change the estimated fair value, increasing the risk of impairment and potentially additional impairment charges could be required. The Company is subject to financial statement risk in the event that business or economic conditions unexpectedly decline and impairment is realized.
The Company believes its judgments and assumptions are reasonable, but different assumptions could change the estimated fair value, increasing the risk of impairment and potentially additional impairment charges could be required.
See Note 20 Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further detail . 5 Litigation costs primarily associated with the Tristar Business acquisition. See Note 20 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further detail. 6 Non-cash write-off from disposal of HPC inventory.
See Note 19 Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further detail . 4 Litigation costs primarily associated with the Tristar Business acquisition.
This seasonality requires the Company to ship large quantities of products ahead of peak consumer buying season that can impact cash flow demands to meet manufacturing and inventory requirements earlier in the fiscal year, as well as extended credit terms and/or promotional discounts throughout the peak season.
This seasonality requires the Company to ship large quantities of products ahead of peak consumer buying season that can impact cash flow demands to meet manufacturing and inventory requirements earlier in the fiscal year, as well as extended credit terms and/or promotional discounts throughout the peak season. 40 Table of Contents From time to time the Company enters into factoring agreements and customers' supply chain financing arrangements to provide for the sale of certain trade receivables to unrelated third-party financial institutions.
See Note 14 - Supplier Financing Programs in the Notes to the Consolidated Financial Statements for additional detail. There are no guarantees provided by the Company or its subsidiaries and we do not enter into any agreements with the suppliers regarding their participation.
There are no guarantees provided by the Company or its subsidiaries and we do not enter into any agreements with the suppliers regarding their participation.
Our ability to achieve the anticipated cost savings and other benefits from such operating strategies may be affected by a number of other macro-economic factors, or inflation and increased interest rates, many of which are beyond our control. Moreover, the comparability of financial information may be impacted by incremental amounts attributable to such strategic transactions, restructuring and optimization initiatives.
Such changes and updates are inherently difficult and are made even more difficult by current global economic conditions. Our ability to achieve the anticipated cost savings and other benefits from such operating strategies may be affected by a number of other macro-economic factors, or inflation and increased interest rates, many of which are beyond our control.
Segment Financial Data This section provides an analysis of our results of reportable segments for the years ended September 30, 2024 and 2023.
As of September 30, 2025, there are no further non-controlling interests recognized. 38 Table of Contents Segment Financial Data This section provides an analysis of our results of reportable segments for the years ended September 30, 2025 and 2024.
See Note 21 - Segment Information in the Notes to the Consolidated Financial Statements for further discussion of operating and reporting segments. The Company evaluates qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount.
The Company periodically evaluates qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount.
The market approach is a guideline public company method that assesses value of our reporting unit based upon market multiples derived from financial results of selected comparable companies. We test the aggregate estimated fair value of our reporting units by comparison to our total market capitalization, including both equity and debt capital.
The market approach is a guideline public company method that assesses value of our reporting unit based upon market multiples derived from financial results of comparable companies.
Debt obligations Our debt obligations, excluding finance leases, have varying maturity dates with no material outstanding principal payments due within the following 12 months. Refer to Note 11 - Debt in the Notes to the Consolidated Financial Statements for expiration dates and maturity schedules on outstanding debt obligations for the following 5 years and thereafter.
Refer to Note 9 - Debt in the Notes to the Consolidated Financial Statements for expiration dates and maturity schedules on outstanding debt obligations for the following 5 years and thereafter.
The following is summarized consolidated results of operations for the years ended September 30, 2024 and 2023, respectively: (in millions, except %) 2024 2023 Variance Net sales $ 2,963.9 $ 2,918.8 $ 45.1 1.5 % Gross profit 1,109.3 924.3 185.0 20.0 % Selling, general & administrative 958.5 899.6 58.9 6.5 % Impairment of goodwill — 111.1 (111.1) n/m Impairment of intangible assets 45.2 120.7 (75.5) (62.6) % Representation and warranty insurance proceeds (65.0) — (65.0) n/m Gain from remeasurement of contingent consideration liability — (1.5) 1.5 n/m Interest expense 58.5 116.1 (57.6) (49.6 %) Interest income (57.5) (38.3) (19.2) 50.1 % (Gain) loss from early extinguishment of debt (2.6) 3.0 (5.6) n/m Other non-operating expense, net 8.6 3.8 4.8 126.3 % Income tax expense (benefit) 64.3 (56.5) 120.8 n/m Net income (loss) from continuing operations 99.3 (233.7) 333.0 n/m Income from discontinued operations, net of tax 25.5 2,035.6 (2,010.1) (98.7 %) Net income 124.8 1,801.9 (1,677.1) (93.1 %) n/m = not meaningful 37 Table of Contents Net Sales.
The following is summarized consolidated results of operations for the years ended September 30, 2025 and 2024, respectively: (in millions, except %) 2025 2024 Variance Net sales $ 2,809.0 $ 2,963.9 $ (154.9) (5.2) % Gross profit 1,031.9 1,109.3 (77.4) (7.0) % Selling, general & administrative 882.6 953.4 (70.8) (7.4) % Impairment of intangible assets 16.6 45.2 (28.6) (63.3) % Impairment of property, plant and equipment and operating leases 7.8 5.1 2.7 52.9 % Representation and warranty insurance proceeds — (65.0) 65.0 n/m Interest expense 30.0 58.5 (28.5) (48.7) % Interest income (4.2) (57.5) 53.3 (92.7) % Gain from early extinguishment of debt — (2.6) 2.6 n/m Other non-operating expense, net 11.9 8.6 3.3 38.4 % Income tax (benefit) expense (13.0) 64.3 (77.3) n/m Net income from continuing operations 100.2 99.3 0.9 0.9 % Income from discontinued operations, net of tax 0.2 25.5 (25.3) (99.2) % Net income 100.4 124.8 (24.4) (19.6) % n/m = not meaningful Net Sales.
Income attributable to discontinued operations in the current year primarily reflects changes to indemnifications associated with the divested businesses and related tax provision adjustments. See Note 3 - Divestitures in the Notes to the Consolidated Financial Statements .
See Note 15– Income Taxes in the Notes to the Consolidated Financial Statements . Income From Discontinued Operations. Income from discontinued operations primarily reflect changes to indemnifications associated with divested businesses.
The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Spectrum Brands Holdings, Inc., as parent guarantor, and SBI’s domestic subsidiaries.
("SBI") has issued the 3.375% Notes, due June 1, 2029, under the 2029 Indenture and the 3.875% Exchangeable Notes, due March 15, 2031, under the 2031 Indentures, (collectively, the “Notes”). The Notes are unconditionally guaranteed, jointly and severally, on a senior unsecured basis by Spectrum Brands Holdings, Inc., as parent guarantor, and SBI’s domestic subsidiaries.
Amounts received from customers for factored receivables are recognized as a payable and remitted to the factor based upon terms of the factoring agreements. See Note 7 - Receivables in the Notes to the Consolidated Financial Statements for additional detail. The Company has temporarily suspended its receivable factoring activity.
Amounts received from customers for factored receivables are recognized as a payable and remitted to the factor based upon terms of the factoring agreements. The Company has currently discontinued its receivable factoring activity but may factor receivables in the future which will be dependent on various factors.
On an annual basis, during the Company’s fourth quarter, or more frequently if triggering events occur, the Company tests for impairment by either performing a qualitative assessment or quantitative test for some or all indefinite-lived intangible assets.
See Note 8 - Goodwill and Intangible Assets in Notes to the Consolidated Financial Statements for further discussion. The Company also has indefinite-lived intangible assets that consist of acquired tradenames which are tested for impairment by either performing a qualitative assessment or quantitative test on an annual basis, during the Company’s fourth quarter, or more frequently if triggering events occur.
See Note 8 - Inventory in the Notes to the Consolidated Financial Statements , for further detail. 7 Other is attributable to (1) other strategic transaction, restructuring and optimization initiatives; (2) other foreign currency loss from the liquidation and deconsolidation of the Company’s Russia operating entity during the year ended September 30, 2024; (3) key executive severance and other one-time compensatory costs; (4) non-recurring insurable losses, net insurance proceeds (5) impact from the early settlement of foreign currency cash flow hedges during September 30, 2023, as previously reported, and (6) tolling agreement costs during September 30, 2023 following the divestiture of the Coevorden operating facility, as previously reported. 35 Table of Contents Business Overview The following section provides a general description of our business as well as recent developments for the years ended September 30, 2024 and 2023, which we believe are important to understanding our results of operations, our financial condition, and anticipated future trends.
See Note 19 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements for further detail. 5 Other is attributable to (1) other project costs associated with distribution center transitions; (2) key executive severance costs; and (3) loss from the sale and deconsolidation of a Romania joint venture subsidiary during the year ended September 30, 2025, and the liquidation and deconsolidation of a Russia operating subsidiary during the year ended September 30, 2024. 34 Table of Contents Business Overview The following section provides a general description of our business as well as recent developments for the years ended September 30, 2025 and 2024, which we believe are important to understanding our results of operations, our financial condition, and anticipated future trends.
The Company recognized impairment charges of $45.2 million associated with the Rejuvenate® and OmegaSea® tradenames and a non-core strategic tradename during the year ended September 30, 2024, compared to impairment charges on HPC goodwill of $111.1 million and intangible assets of $120.7 million associated with the Rejuvenate®, PowerXL®, and George Foreman® tradenames, in the prior year.
Impairment of Intangible Assets. During the year ended September 30, 2025, the Company recognized impairment charges primarily associated with its PowerXL® tradename in response to a triggering event. During the year ended September 30, 2024, the Company recognized impairment charges primarily associated with its Rejuvenate® and OmegaSea® tradenames in response to a triggering event.
During the year ended September 30, 2024, we recognized an impairment charge for the Rejuvenate® tradename and a non-core tradename in response to triggering events identified earlier in the fiscal year, plus an impairment charge for the OmegaSea® tradename as part of our annual impairment analysis in the fourth quarter.
During the year ended September 30, 2025, we recognized impairment charges primarily associated with the PowerXL® tradename to triggering events identified earlier in the fiscal year, and non-core brands as part of our annual impairment analysis in the fourth quarter. See Note 8 - Goodwill and Intangible Assets in the Notes to the Consolidated Financial Statements for further discussion.
The following is a summary of the Company’s net cash flows from continuing operations for the years ended September 30, 2024 and 2023: (in millions) 2024 2023 Operating activities $ 269.8 $ 8.0 Investing activities $ 1,021.2 $ 3,191.9 Financing activities $ (1,578.2) $ (2,263.3) Cash flows from operating activities Cash flows provided by operating activities for continuing operations increased $261.8 million due to the reduction in cash used for working capital, primarily from improved sales and collections, reduced purchasing costs and overall inventory reduction compared to higher supply chain costs in the prior year, lower strategic transactions and restructuring initiative spending, and improved payment terms on payables, partially offset by the reduction in cash provided by receivables due to the suspension of receivables factoring.
The following is a summary of the Company’s net cash flows from continuing operations for the years ended September 30, 2025 and 2024: (in millions) 2025 2024 Operating activities $ 204.1 $ 269.8 Investing activities (37.7) 1,021.2 Financing activities (401.2) (1,578.2) Cash flows from operating activities Cash flows provided by operating activities for continuing operations decreased $65.7 million due to lower sales offset by improved operating spend and lower interest costs, with higher working capital realization primarily associated with improved collection and terms on receivables offset by higher costs attributable to incremental tariffs and inflationary costs.
There was no issuance of common stock, other than through the Company’s share-based compensation plan, which is recognized as a non-cash financing activity. 40 Table of Contents Liquidity Outlook Our ability to generate cash flow from operating activities coupled with our expected ability to access the credit markets, enables us to execute our growth strategies and return value to our shareholders.
Liquidity Outlook Our ability to generate cash flow from operating activities coupled with our expected ability to access the credit markets, enables us to execute our growth strategies and return value to our shareholders.
There is potential risk of impairment primarily associated with the Rejuvenate® and PowerXL® tradenames, with a cumulative carrying cost of $45.0 million as of September 30, 2024, attributable to recent impairment charges on the respective tradenames and recent operating performance results for the respective brands.
The Company believes there is a potential risk of impairment primarily associated with the Rejuvenate® tradename, with a carrying cost of $24.0 million as of September 30, 2025, attributable to impairment charges in the prior year and the historic operating performance results which have limited its growth since acquisition.
If impairment is determined to exist, any related impairment loss is calculated based on fair value. For the year ended September 30, 2024, the Company recognized an impairment on a right of use operating lease asset associated with the HPC distribution facilities that were exited prior to end of its term.
If impairment is determined to exist, any related impairment loss is calculated based on fair value. For the year ended September 30, 2025, the Company recognized an impairment on a right of use finance lease asset for office space in Middleton, WI. See Note 10 - Leases in the Notes to the Consolidated Financial Statements for further discussion.
Cash flows from investing activities Cash flows provided by investing activities for continuing operations decreased $2,170.7 million primarily due to the net cash proceeds from the HHI divestiture in the prior year and the investment of net proceeds in short-term investments into the current year.
Cash flows from investing activities Cash flows used in investing activities for continuing operations decreased $1,058.9 million from cash provided by investing activities in the prior year due to the decreased short term investment activity from the reduction of term deposits following previously discussed funding of refinancing activity in the prior year.
Additionally, we believe the availability under our credit facility and access to capital markets are sufficient to achieve our longer-term strategic plans.
It is not unusual for our business to experience negative operating cash flow during the first quarter of the fiscal year due to the operating calendar with our customers and the seasonality of our working capital. Additionally, we believe the availability under our credit facility and access to capital markets are sufficient to achieve our longer-term strategic plans.
Interest on the notes is payable semi-annually in arrears and interest on borrowings under the Revolver Facility, if any, would be payable on various interest payment dates as provided in the Credit Agreement. 41 Table of Contents Lease obligations The Company enters into leases primarily pertaining to real estate for manufacturing facilities, distribution centers, office space, warehouses, and various equipment including automobiles, machinery, computers, and office equipment, amongst others.
Lease obligations The Company enters into leases primarily pertaining to real estate for manufacturing facilities, distribution centers, office space, warehouses, and various equipment including automobiles, machinery, computers, and office equipment, amongst others. Lease obligations with a term in excess of 12 months are recognized on the Consolidated Statement of Financial Position .
Year Ended (in millions, except %) 2024 % of Net Sales 2023 % of Net Sales Variance Sales, marketing & advertising $ 346.6 11.7 % $ 272.1 9.3 % $ 74.5 27.4 % Distribution 266.9 9.0 % 272.6 9.3 % (5.7) (2.1) % General & administrative 283.2 9.6 % 275.7 9.4 % 7.5 2.7 % Research & development 28.1 0.9 % 22.5 0.8 % 5.6 24.9 % Strategic transaction, restructuring & optimization 33.7 1.1 % 56.7 1.9 % (23.0) (40.6) % Total selling, general & administrative $ 958.5 32.3 % $ 899.6 30.8 % 58.9 6.5 % Sales, marketing & advertising increased due to the Company’s investment towards marketing spend and brand advertising initiatives across all segments, plus increased incentive compensation costs from higher than anticipated operating performance results.
Year Ended (in millions, except %) 2025 % of Net Sales 2024 % of Net Sales Variance Sales, marketing & advertising $ 323.6 11.5 % $ 346.6 11.7 % $ (23.0) (6.6) % Distribution 248.6 8.9 % 266.9 9.0 % (18.3) (6.9) % General & administrative 266.0 9.5 % 278.1 9.4 % (12.1) (4.4) % Research & development 23.2 0.8 % 28.1 0.9 % (4.9) (17.4) % Strategic transaction, restructuring and optimization 21.2 0.8 % 33.7 1.1 % (12.5) (37.1) % Total selling, general & administrative $ 882.6 31.4 % $ 953.4 32.2 % (70.8) (7.4) % Sales, marketing & advertising decreased due to lower volumes and cost savings initiatives offset by higher costs on marketing and advertising initiatives in the first half of the fiscal year.

… 94 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+3 added−1 removed4 unchanged
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market Risk Factors We have market risk exposure from changes in interest rates, foreign currency exchange rates, tariffs, and commodity prices. When appropriate, we use derivative financial instruments to mitigate the risk from such exposures.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market Risk Factors We have market risk exposure from changes in interest rates, foreign currency exchange rates, and commodity prices. When appropriate, we use derivative financial instruments to mitigate the risk from such exposures.
A discussion of our accounting policies for derivative financial instruments is included in Note 13 - Derivatives in the Notes to the Consolidated Financial Statements . Interest Rate Risk Borrowings on our Revolver Facility are subject to variable interest rates.
Further discussion of our accounting policies for derivative financial instruments is included in Note 11 – Derivatives in the Notes to the Consolidated Financial Statements . Interest Rate Risk Borrowings on our Revolver Facility are subject to variable interest rates.
The net impact on reported earnings, after also including the effect of the change in the underlying foreign currency-denominated exposures, would be a net gain of $11.8 million. ITEM 8.
The net impact on reported earnings, after including the effect of the change of the underlying foreign currency-denominated exposures, would be a net gain of $7.5 million. 44 Table of Contents ITEM 8.
As of September 30, 2024, there are no outstanding borrowings under the Revolver Facility and no additional substantive outstanding debt obligations subject to variable rate fluctuations.
As of September 30, 2025, there are no outstanding borrowings under the Revolver Facility and no additional substantive outstanding debt obligations subject to variable interest rates that would result in a substantive change to the expected cash flows or results of operations for hypothetical fluctuations in market interest rate.
At September 30, 2024, we had $7.0 million equivalent of debt denominated in foreign currencies, primarily consisting of finance leases located in international territories and recognized within the functional currency of the residing country. 45 Table of Contents At September 30, 2024, the potential change in fair value of outstanding foreign exchange derivative instruments, assuming a 10% unfavorable change in the underlying exchange rates, would be a loss of $86.3 million.
At September 30, 2025, the potential change in fair value of outstanding foreign exchange derivative instruments, assuming a 10% unfavorable change in the underlying exchange rates, would be a loss of $69.2 million.
Removed
The related amounts payable to, or receivable from, the contract counterparties are included in accounts payable or accounts receivable.
Added
The related amounts payable to, or receivable from, the contract counterparties are included in accounts payable or accounts receivable. At September 30, 2025, we had $8.1 million equivalent of debt denominated in foreign currencies, primarily consisting of finance leases located in international territories and recognized within the functional currency of the residing country.
Added
Due to the low level of debt denominated in foreign currency, we do not believe there is a material risk of changes in expected cash flows or results of operations for hypothetical fluctuations in foreign currency associated with the foreign currency denominated debt.
Added
We use derivative financial instruments to mitigate the risk of foreign currency exposures, as further discussed in Note 11- Derivatives in the Notes to the Consolidated Financial statements.