Energizer Holdings, Inc.
A maker of batteries and portable lighting, this company powers everyday gadgets under familiar brands like Energizer, Eveready, Rayovac, and Varta. Its roots stretch to 1896, when Conrad Hubert founded the American Ever Ready Company to sell his invention, the first handheld flashlight. A fun fact: its mascot, the drumming Energizer Bunny, first appeared in ads in 1989.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
The following discussion is meant to provide investors with information management believes is helpful in reviewing Energizer’s historical-basis results of operations, operating segment results, and liquidity and capital resources. Statements in this Management’s Discussion and…
The following discussion is meant to provide investors with information management believes is helpful in reviewing Energizer’s historical-basis results of operations, operating segment results, and liquidity and capital resources. Statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) that are not historical may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You should read the following MD&A in conjunction with the Consolidated (Condensed) Financial Statements (unaudited) and corresponding notes included herein. All amounts discussed are in millions of U.S. dollars, unless otherwise indicated. Forward-Looking Statements This document contains both historical and forward-looking statements. Forward-looking statements are not based on historical facts but instead reflect our expectations, estimates or projections concerning future results or events, including, without limitation, the future sales, gross margins, costs, earnings, cash flows, tax rates and performance of the Company. These statements generally can be identified by the use of forward-looking words or phrases such as "believe," "expect," "expectation," "anticipate," "may," "could," "will," "intend," "belief," "estimate," "plan," "target," "predict," "likely," "should," "forecast," "outlook," or other similar words or phrases. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results to differ materially from those indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this document are only made as of the date of this document and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation: •Global economic and financial market conditions beyond our control might materially and negatively impact us. •Competition in our product categories might hinder our ability to execute our business strategy, achieve profitability, or maintain relationships with existing customers. •Changes in the retail environment and consumer preferences could adversely affect our business, financial condition and results of operations. •Loss or impairment of the reputation of our Company or our leading brands or failure of our marketing plans could have an adverse effect on our business. •Loss of any of our principal customers could significantly decrease our sales and profitability. •Our ability to meet our growth targets depends on successful product, marketing and operations innovation and successful responses to competitive innovation and changing consumer habits. •We are subject to risks related to our international operations, including tariffs and currency fluctuations, which could adversely affect our results of operations. •We must successfully manage the demand, supply, and operational challenges brought on by any disease outbreak, including epidemics, pandemics, or similar widespread public health concerns. •If we fail to protect our intellectual property rights, competitors may manufacture and market similar products, which could adversely affect our market share and results of operations. •Changes in production costs, including raw material prices and transportation costs, from tariffs, inflation or otherwise, have adversely affected, and in the future could erode, our profit margins and negatively impact operating results. •Our reliance on certain significant suppliers subjects us to numerous risks, including possible interruptions in supply, which could adversely affect our business. •Our business is vulnerable to the availability of raw materials, as well as our ability to forecast customer demand and manage production capacity. •The manufacturing facilities, supply channels or other business operations of the Company and our suppliers may be subject to disruption from events beyond our control. •Our future results may be affected by our operational execution, including our ability to achieve cost savings as a result of any current or future restructuring efforts. •If our goodwill and indefinite-lived intangible assets become impaired, we will be required to record impairment charges, which may be significant. •Sales of certain of our products are seasonal and adverse weather conditions during our peak selling seasons for certain auto care products could have a material adverse effect. •We may use artificial intelligence in our business, which could result in reputational harm, competitive harm, and legal liability, and adversely affect our operations. 30 •A failure of a key information technology system could adversely impact our ability to conduct business. •We rely significantly on information technology and any inadequacy, interruption, theft or loss of data, malicious attack, integration failure, failure to maintain the security, confidentiality or privacy of sensitive data residing on our systems or other security failure of that technology could harm our ability to effectively operate our business and damage the reputation of our brands. •We may not be able to attract, retain and develop key employees, as well as effectively manage human capital resources. •We have significant debt obligations that could adversely affect our business. •Our credit ratings are important to our cost of capital. •We may experience losses or be subject to increased funding and expenses related to our pension plans. •The estimates and assumptions on which our financial projections are based may prove to be inaccurate, which may cause our actual results to materially differ from our projections, which may adversely affect our future profitability, cash flows and stock price. •If we pursue strategic acquisitions, divestitures or joint ventures, we might experience operating difficulties, dilution, and other consequences that may harm our business, financial condition, and operating results, and we may not be able to successfully consummate favorable transactions or successfully integrate acquired businesses. •Our business involves the potential for product liability claims, labeling claims, commercial claims and other legal claims against us, which could affect our results of operations and financial condition and result in product recalls or withdrawals. •Our business is subject to increasing government regulations in both the U.S. and abroad that could impose material costs. •Section 45X of the Internal Revenue Code contains production tax credits for certain battery components. Our ability to benefit from Section 45X production tax credits is not guaranteed and is dependent upon the federal government's ongoing implementation, guidance, regulations, or rulemakings. •Increased focus by governmental and non-governmental organizations, customers, consumers and shareholders on sustainability issues, including those related to climate change, may have an adverse effect on our business, financial condition and results of operations and damage our reputation. •We are subject to environmental laws and regulations that may expose us to significant liabilities and have a material adverse effect on our results of operations and financial condition. •We are subject to uncertainties regarding the International Emergency Economic Powers Act ("IEEPA") tariff refunds, including the timing of these refunds. In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of any such forward-looking statements. The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Additional risks and uncertainties include those discussed herein and detailed from time to time in our other publicly filed documents, including those described under the heading “Risk Factors” in our Form 10-K filed with the Securities and Exchange Commission on November 18, 2025, Part II, Item 1A, "Risk Factors," and our subsequent filings with the SEC. Non-GAAP Financial Measures The Company reports its financial results in accordance with accounting principles generally accepted in the U.S. ("GAAP"). However, management believes that certain non-GAAP financial measures provide users with additional meaningful comparisons to the corresponding historical or future period, and are used for management incentive compensation. These non-GAAP financial measures exclude items that are not reflective of the Company's on-going operating performance, such as restructuring and related costs, network transition costs, FY23 & FY24 production credits, acquisition and integration costs, a litigation matter, the loss on extinguishment/modification of debt and the non-cash settlement loss on the U.K. pension plan termination. In addition, these measures help investors to analyze year-over-year comparability when excluding currency fluctuations as well as other Company initiatives that are not on-going. We believe these non-GAAP financial measures are an enhancement to assist investors in understanding our business and in performing analysis consistent with financial models developed by research analysts. Investors should consider non-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures used by other companies due to possible differences in methods and in the items being adjusted. We provide the following non-GAAP measures and calculations, as well as the corresponding reconciliation to the closest GAAP measure: Segment Profit. This amount represents the operations of our two reportable segments including allocations for shared support functions. General corporate and other expenses, Intangible amortization expense, Interest expense, Loss on extinguishment/modification of debt, Other items, net, restructuring and related costs, network transition costs FY23 & FY24 production credits, the charges related to acquisition and integration costs and a litigation matter have all been excluded from segment profit. 31 Adjusted Net Earnings and Adjusted Diluted Net Earnings Per Common Share (EPS). These measures exclude the impact of the costs related to restructuring activities, network transition costs, FY23 & FY24 production credits, acquisition and integration, a litigation matter, the Loss on extinguishment/modification of debt and the settlement loss on the U.K. pension plan termination. Non-GAAP Tax Rate. This is the tax rate when excluding the pre-tax impact of restructuring activities, network transition activities, FY23 & FY24 production credits, acquisition and integration, a litigation matter, the loss on extinguishment/modification of debt and the settlement loss on the U.K. pension plan termination, as well as the related tax impact for these items, calculated utilizing the statutory rate for the jurisdictions where the impact was incurred. Organic. This is the non-GAAP financial measurement of the change in Net sales or Segment profit that excludes or otherwise adjusts for the Acquisition impact, the Change in Highly inflationary markets and impact of currency from the changes in foreign currency exchange rates as defined below: Acquisition Impact. The Company completed the APS acquisition on May 2, 2025. These adjustments include the impact of the operations associated with the acquired branded battery business, as well as exiting the branded license. The Company sold batteries under an acquired brand license from the acquisition date through December 31, 2025, and then transitioned from the branded businesses to legacy brands. This does not include the impact of acquisition and integration costs associated with this acquisition. Change in Highly inflationary Markets. The Company is presenting separately all changes in sales and segment profit from our Egypt and Argentina affiliates due to the designation of the economies as highly inflationary as of October 1, 2024 and July 1, 2018, respectively. Impact of currency. The Company evaluates the operating performance of our Company on a currency neutral basis. The Impact of Currency is the change in foreign currency exchange rates year-over-year on reported results, which is calculated by comparing the value of current year foreign operations at the current period USD exchange rate versus the value of current year foreign operations at the prior period USD exchange rate. The impact of currency also includes (gains)/losses of currency hedging programs, and it excludes highly inflationary markets. Adjusted Comparisons. Detail for Adjusted Gross margin, Adjusted SG&A as a percent of sales and Adjusted Other items, net are also supplemental non-GAAP measures. These measures exclude the impact of costs related to restructuring activities, network transition activities, FY23 & FY24 production credits, acquisition and integration, a litigation matter and the settlement loss on the U.K. pension plan termination. Macroeconomic Environment and Tariffs We continue to operate in an inflationary environment where macro-economic pressures and geopolitical instability are expected to continue in fiscal 2026. The risks of future negative impacts due to higher tariffs, transportation, logistical or supply constraints and higher commodity costs for certain raw materials remain present, and the Company could continue to experience corresponding incremental costs and gross margin pressures as well as currency headwinds throughout the year. Macro-economic pressures and geopolitical instability could also result in softening consumer demand, which could negatively impact the Company's forecasted financial results and operations. On February 20, 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the IEEPA by the executive branch were unauthorized and therefore invalid. On March 4, 2026, the Court of International Trade ordered U.S. Customs and Border Protection ("CBP") to begin the refund process for all importers who were subject to the IEEPA duties. On April 20, 2026, the CBP opened a portal for the refund process to begin for certain importers, although no timeline has yet been established for when the refunds will be paid. As a result of these court rulings establishing the Company's legal right to a refund of the IEEPA tariffs, the Company determined that it is entitled to a tariff refund of approximately $64. For the three and nine months ended June 30, 2026, the Company recorded a $16.5 and $64.1 benefit, respectively, in Cost of goods sold on the Consolidated (Condensed) Statements of Earnings and Comprehensive income. The Company has begun submitting claims for its anticipated refund, and received approximately $11.0 of refunds subsequent to quarter end. However, the refund timeline for the remainder of the refund is still unclear and subject to changes in trade policy. Refer to Part I, item 1A. "Risk Factors" in our Form 10-K filed on November 18, 2025 for a full discussion of the risks associated with the global tariff environment. Following the Supreme Court decision, the U.S. Administration announced a new 10% global tariff under Section 122 of the Trade Act of 1974, subject to certain carveouts. Upon expiration of the Section 122 tariffs and at the conclusion of an investigation under Section 301 of the Trade Act of 1974, the Administration implemented tariffs of either 10% or 12.5% on 32 over sixty trading partners. We are continuing to assess our incremental tariff cost exposure in light of continuing changes to global tariff policies and the full extent of our potential mitigation strategies to offset the financial and operational impact of tariffs, as well as the associated timing to implement such strategies. Production Tax Credits under the Inflation Reduction Act On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA includes multiple incentives to promote clean energy and energy storage manufacturing among other provisions. The tax credits are available from calendar year 2023 to 2032 subject to phase out beginning in calendar year 2030. In December 2024, the United States Treasury issued final regulations related to the Section 45X Advanced Manufacturing Production Credit ("production credit"), which provided updated definitions and additional guidance and examples on production credits. The production credit is a refundable tax credit for battery cells and modules manufactured in the United States, as well as a credit for electrode active material and other components produced for batteries. Following the final regulations on Section 45X that became effective in December 2024, the Company began reviewing the potential applicability to our batteries and various components produced in the United States for application of the production credits. The Company achieved reasonable assurance over our ability to claim the production credits during the third quarter of fiscal 2025 and recognized a credit of $15.1 and $36.5 during the quarter and nine months ended June 30, 2026, respectively. The credit recognized in the three and nine months ended June 30, 2025 included an estimated $33.9 for the credit related to fiscal 2025 production and an additional $78.5 retroactive adjustment to the beginning of the effective date of the IRA, January 1, 2023. The Company expects future year credits to be approximately $55 to $65 based on current regulations prior to the phase out period. Amounts recognized in the Consolidated (Condensed) Financial Statements are based on Management's judgment and best estimate utilizing the most current guidance. The Company will continue to evaluate the effects of the IRA to the extent more guidance is issued and the relevant implications to our Consolidated (Condensed) Financial Statements. Actual results could differ from management’s current estimate. Acquisitions On May 2, 2025, the Company acquired all of the shares of APS. The acquisition provides the Company with additional production capacity in Europe as well as an expanded customer base. The Company sold batteries under an acquired brand license from the acquisition date through December 31, 2025, and then transitioned from the branded businesses to legacy brands. The expiration of the acquired brand license resulted in a decline of net sales under the licensed brands of $17.2 in the three months ended June 30, 2026, while the net impact of the acquisition was an increase in Net sales of $49.5 during the nine months ended June 30, 2026. The acquisition included $5.1 and $1.9 of Segment loss for the Batteries and Lights segment during the three and nine months ended June 30, 2026, respectively. The Company recorded $0.3 and $2.4 in SG&A of legal fees and other costs associated with this acquisition during the quarter and nine months ended June 30, 2026, respectively. The Company recorded $1.3 and $4.8 in SG&A of legal fees and other costs associated with the acquisition during the quarter and nine months ended June 30, 2025, respectively. Included in the prior year quarter and nine months was expense for a purchase price earnout adjustment associated with the Centralsul Acquisition of $0.3 and $1.1, respectively. Project Momentum Restructuring and Related Costs In November 2022, the Board of Directors approved a profit recovery program, Project Momentum, which included an enterprise-wide restructuring focused on recovering operating margins, optimizing our manufacturing, distribution and global supply chain networks, and enhancing our organizational efficiency across the Company. In July 2023, the Company's Board of Directors approved an expansion of this program to include an additional year, which allowed for additional optimization of our battery manufacturing, distribution and global supply chain networks, further review of our global real estate footprint and the implementation of IT systems that allowed us to streamline our organization and fully execute the program. Following the Belgium Acquisition in the first quarter of fiscal 2024, the Company expanded the Project Momentum program and increased the savings and cost expectations, partially due to the impact the expanded manufacturing capacity had on the Company's battery network. 33 As of September 30, 2025, the Company successfully realized approximately $206 of savings from Project Momentum during the first three years of the program. The savings were primarily within COGS and SG&A on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income. In the quarter and nine months ended June 30, 2025, the total Project Momentum restructuring and related pre-tax costs were $8.0 and $45.9, respectively. The expenses primarily consisted of severance and other benefit related costs, accelerated depreciation, asset write-offs, consulting costs, IT enablement, a non-cash impairment of capitalized software, decommissioning, relocation, and other exit related costs. These costs were reflected within Cost of products sold and SG&A on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income. As a part of the planned Project Momentum decommissioning of certain facilities and relocation of multiple production and packaging lines, the Company incurred incremental costs related to network transition activities necessary to maintain business continuity. During the three and nine months ended June 30, 2025, the Company incurred incremental costs of $0.9 and $17.6, respectively, primarily related to freight and third-party packaging support to ensure product availability for key customers during the movement and subsequent prove-in of the relocated lines. These costs were incurred within Cost of products sold on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. The network transition activities as part of Project Momentum are complete and the Company does not anticipate significant network transition costs in fiscal 2026. Project Momentum - Tariff Mitigation & Operational Efficiency Program During the fourth quarter of fiscal 2025, the Company decided to extend the Project Momentum program to a fourth year to help offset the impact of tariffs and the challenging macroeconomic environment. This will be achieved specifically through network and sourcing changes to mitigate tariffs, a redesign of the European manufacturing network to best utilize the acquired APS NV manufacturing facility, the redesign of and investment in our U.S. based manufacturing footprint to increase operational efficiency and production, as well as overall SG&A cost reduction initiatives. During the second quarter the Company continued to evaluate cost cutting initiatives and decided to outsource certain battery raw materials, which reduced the need for internal capacity resulting in a non-cash increase to the restructuring cost range for the write off of machinery and equipment. The total estimated restructuring and related pre-tax costs associated with the fourth year of the program is now expected to be between $65.0 and $75.0 with additional restructuring related costs of $15.0 to $20.0 related to U.S. manufacturing efficiency initiatives and capital expenditures of $25.0 to $35.0. The increase in projected costs are primarily related to non-cash write-offs of fixed assets and costs related to an expansion of SG&A cost reduction initiatives. The estimated savings expected to be achieved through the fourth year of the program are $20.0 to $25.0, along with tariff mitigation and cost avoidance of $10.0 to $15.0. Since the plan was initially set, tariff rates have been slightly reduced resulting in a lower tariff mitigation impact from the program, with no material impact to the Company's overall run rate. Costs and savings are expected to be fully realized by September 30, 2026. Through June 30, 2026, the Company has realized approximately $15 of savings and $8 of cost avoidance. During the quarter and nine months ended June 30, 2026, the Company incurred $14.4 and $76.8, respectively, of pre-tax restructuring and related costs associated with the initiatives. The expenses primarily consisted of severance and other benefit related costs, accelerated depreciation, asset write-offs, decommissioning and other exit related costs as well as restructuring related costs to optimize the Company's cost structure and operating efficiency in the U.S. as we exit less productive lines while still expanding our U.S. manufacturing production. These costs were reflected within Cost of products sold and SG&A on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income. Refer to Note 4 Restructuring for further details. Although the Company's restructuring costs are recorded outside of segment profit, if allocated to our reportable segments, the pre-tax restructuring and related costs for the quarter and nine months ended June 30, 2026 would be incurred within the Batteries & Lights segment in the amount of $12.8 and $73.7, respectively, and the Auto Care segment in the amount of $1.6 and $3.1, respectively. For the quarter and nine months ended June 30, 2025, the pre-tax restructuring and related costs would have been incurred within the Batteries & Lights segment in the amount of $7.1 and $41.5, respectively, and the Auto Care segment in the amount of $0.9 and $4.4, respectively. Highlights / Operating Results Financial Results (in millions, except per share data) Energizer reported third fiscal quarter Net earnings of $39.9, or $0.58 per common share, compared to Net earnings of $153.5, or $2.13 per common share, in the prior year third fiscal quarter. Adjusted Diluted net earnings per common share was $0.75 for the third fiscal quarter as compared to $1.13 in the prior year quarter. 34 For the nine months ended June 30, 2026, the Company reported Net earnings of $46.6, or $0.67 per common share, compared to Net earnings of $204.1, or $2.80 per common share, in the prior year period. Adjusted Diluted net earnings per common share was $1.99 for the nine months ended June 30, 2026 as compared to $2.47 in the prior year period. Net earnings and Diluted net earnings per common share for the time periods presented were impacted by certain items related to restructuring and related costs, network transition costs, FY23 & FY24 production credits, acquisition and integration costs, a litigation matter, the Loss on extinguishment/modification of debt and the non-cash Settlement loss on the U.K pension plan termination as described in the tables below. The impact of these items is provided below as a reconciliation of Net earnings and Diluted net earnings per common share to Adjusted Net earnings and Adjusted Diluted net earnings per common share, which are non-GAAP measures. See disclosure on Non-GAAP Financial Measures above. For the Quarters Ended June 30, For the Nine Months Ended June 30, 2026 2025 2026 2025 Net earnings $ 39.9 $ 153.5 $ 46.6 $ 204.1 Pre-tax adjustments Restructuring and related costs (1) 14.4 8.0 76.8 45.9 Network transition costs (2) — 0.9 — 17.6 Acquisition and integration (3) 0.3 1.3 2.4 4.8 FY23 & FY24 production credits (4) — (78.5) — (78.5) Litigation matter (5) — (1.7) — (1.7) Loss on extinguishment/modification of debt — — 0.9 5.3 Settlement loss on U. K. pension plan termination (6) 0.2 — 26.3 — Total adjustments, pre-tax $ 14.9 $ (70.0) $ 106.4 $ (6.6) Total adjustments, after tax (7) $ 11.7 $ (72.0) $ 91.4 $ (23.8) Adjusted Net earnings (7) $ 51.6 $ 81.5 $ 138.0 $ 180.3 Diluted net earnings per common share $ 0.58 $ 2.13 $ 0.67 $ 2.80 Adjustments (per common share) Restructuring and related costs 0.17 0.08 0.90 0.48 Network transition costs — 0.01 — 0.19 Acquisition and integration — 0.01 0.03 0.05 FY23 & FY24 production credits — (1.08) — (1.08) Litigation matter — (0.02) — (0.02) Loss on extinguishment/modification of debt — — 0.01 0.05 Settlement loss on U. K. pension plan termination — — 0.38 — Adjusted Diluted net earnings per diluted common share $ 0.75 $ 1.13 $ 1.99 $ 2.47 Weighted average shares of common stock - Diluted 69.2 72.1 69.2 72.9 Currency, excluding highly inflationary markets, favorably impacted the quarter ended June 30, 2026 by $2.0 in Earnings before income taxes, or $0.02 per share, compared to the prior year quarter. Currency, excluding highly inflationary markets, favorably impacted the nine months ended June 30, 2026 by $10.4 in Earnings before income taxes, or $0.12 per share, compared to the nine months ended June 30, 2025. 35 (1) Restructuring and related costs were incurred as follows: For the Quarters Ended June 30, For the Nine Months Ended June 30, 2026 2025 2026 2025 Cost of products sold - Restructuring $ 3.7 $ 2.9 $ 35.0 $ 21.0 Cost of products sold - U.S. operating efficiency project 3.8 — 14.9 — SG&A - Restructuring costs 6.9 3.4 26.9 12.0 SG&A - IT Enablement — 1.7 — 13.2 Other items, net — — — (0.3) Total Restructuring and related costs $ 14.4 $ 8.0 $ 76.8 $ 45.9 (2) This represents incremental network transition costs, primarily related to freight and third-party packaging support, to maintain business continuity and service our customers as the Company decommissions certain facilities and relocates production and packaging lines as part of Project Momentum. These costs were recorded in COGS on the Consolidated (Condensed) Statement of Earnings. (3) Acquisition and integration costs were recorded in SG&A in the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. (4) This represents the production credits retroactive to the start of the credit period and prior to fiscal 2025. These credits were recorded in Cost of products sold on the Consolidated (Condensed) Statement of Earnings. (5) Litigation matter relates to an accrual adjustment recorded in SG&A on the Consolidated (Condensed) Statement of Earnings. (6) During the nine months ended June 30, 2026, the Company terminated the U.K. pension plan and recorded a non-cash settlement loss on the termination of the plan within Other items, Net. (7) The effective tax rate for the Adjusted Net earnings and Adjusted Diluted EPS for the quarters ended June 30, 2026 and 2025 was 20.2% and 13.5%, respectively, and for the nine months ended June 30, 2026 and 2025 was 20.3% and 19.5%, respectively, as calculated utilizing the statutory rate for the jurisdictions where the costs were incurred. Highlights Total Net sales For the Quarter Ended June 30, 2026 For the Nine Months Ended June 30, 2026 $ Change % Chg $ Change % Chg Net sales - prior year $ 725.3 $ 2,119.9 Organic 19.7 2.7 % (48.1) (2.3) % Acquisition impact (17.2) (2.4) % 49.5 2.3 % Change in highly inflationary markets (0.9) (0.1) % (1.9) (0.1) % Impact of currency 7.2 1.0 % 36.9 1.8 % Net Sales - current year $ 734.1 1.2 % $ 2,156.3 1.7 % See non-GAAP measure disclosures above. Net sales were $734.1 for the third fiscal quarter of 2026, an improvement of $8.8 as compared to the prior year quarter. Organic Net sales increased 2.7%, primarily driven by the following items: •Global distribution gains and new product development in Batteries & Lights drove volume increases of 1.9%; and 36 •Auto care, primarily driven by higher refrigerant distribution in North America, contributed volume growth of 2.2%. •Partially offsetting the volume improvement were pricing declines of 1.4% driven by increased promotional investment in the Batteries & Lights segment. Acquisition impact decreased net sales 2.4% for the quarter. The Company completed the Advanced Power Solutions (APS) acquisition on May 2, 2025 and sold batteries under an acquired brand license from the acquisition date through December 31, 2025. The expiration of the acquired license resulted in a decline of net sales under the licensed brands of $17.2 with ongoing revenue generated from the transition to legacy brands reported as a component of organic revenue. Net sales were $2,156.3 for the nine months ended June 30, 2026, an increase of $36.4 as compared to the prior year period. Organic Net sales declined 2.3%, driven by the following items: • Volumes declined 2.1% due to softer consumer demand in the U.S. across both segments and higher storm activity in the prior year. These declines were partially offset by new distribution, product development and growth in e-commerce; and •Increased promotional investment resulted in pricing declines of 0.2%. Acquisition impact increased net sales 2.3% for the nine months ended June 30, 2026. The net impact of the sales under the branded licenses earlier in the year and the decrease in branded sales after the expiration of the license resulted in an increase in Net sales of $49.5 during the nine months ended June 30, 2026. Gross margin percentage on a reported basis for the third fiscal quarter of 2026 was 38.2%, compared to 55.1% in the prior year. During the third quarter of fiscal 2025, the Company obtained reasonable assurance on the qualification of certain battery cell and manufacturing component production for advanced manufacturing production credits. As a result, the Company recognized $112.4 in production credits. The amount related to FY25 production is an estimated $33.9 and an additional estimated $78.5 was recorded for production retroactive to the effective date of January 1, 2023. For the quarter ended June 30, 2026, excluding FY23 & FY24 production credits of $78.5 recorded in the prior year, restructuring and related costs in the current and prior year of $7.5 and $2.9, respectively, and prior year network transition costs of $0.9, Adjusted Gross margin was 39.2% compared to 44.8% in the prior year. Gross margin percentage on a reported basis for the nine months ended June 30, 2026 was 36.9%, compared to 43.8% in the prior year. Excluding FY23 & FY24 production credits of $78.5 recorded in the prior year, restructuring and related costs in the current and prior year of $49.9 and $21.0, respectively, and prior year network transition costs of $17.6, Adjusted Gross margin was 39.2% compared to 41.9% in the prior year. 37 For the Quarter Ended June 30, 2026 For the Nine Months Ended June 30, 2026 Gross margin - FY25 Reported 55.1 % 43.8 % Prior year impact of restructuring and related costs, network transition costs and FY23 & FY24 production credits (10.3) % (1.9) % Gross margin - FY25 Adjusted 44.8 % 41.9 % Production credit impact for Q1 and Q2 FY25 recorded in Q3 FY25 (3.6) % — % Product mix (1.4) % (1.6) % Pricing (0.8) % (0.1) % Product cost impacts — % (0.9) % Net tariff impact - inclusive of refund benefit (0.3) % 0.4 % All other, including currency impacts 0.5 % (0.5) % 39.2 % 39.2 % Current year impact of restructuring and related costs (1.0) % (2.3) % Gross margin - FY26 Reported 38.2 % 36.9 % The third quarter prior year Adjusted Gross margin included the first three quarters of FY25 production credit of $33.9, which included $7.2 for the third quarter FY25 production and an additional $26.7 of production credit from prior quarters production. The current year adjusted gross margin was further impacted by unfavorable product mix and increased promotional investment in the quarter compared to the prior year. Adjusted Gross margin decline for the nine months ended June 30, 2026 was driven by unfavorable product mix and increased input costs from production inefficiencies associated with rebalancing our network. These declines were partially offset by a benefit of $64.1 from the anticipated refund related to tariffs previously enacted under the IEEPA. SG&A was $129.3 in the third fiscal quarter of 2026, or 17.6% of Net sales, as compared to $128.3, or 17.7% of Net sales, in the prior year period. Included in SG&A during the third fiscal quarter of 2026 and 2025 were acquisition and integration costs of $0.3 and $1.3, respectively, and restructuring and related costs of $6.9 and $5.1, respectively, and a prior year credit related to litigation matters of $1.7. Excluding these items, adjusted SG&A was $122.1, or 16.6% of Net sales in the third fiscal quarter of 2026, as compared to $123.6, or 17.0% of Net sales in the prior year period. The year-over-year dollar decrease was primarily driven by Project Momentum savings of approximately $8 and lower stock compensation expense in the current quarter. The decrease was partially offset by increased legal fees. SG&A was $411.7 in the nine months ended June 30, 2026, or 19.1% of Net sales, as compared to $395.6, or 18.7% of Net sales, in the prior year period. Included in SG&A during the nine months ended June 30, 2026 and 2025 were acquisition and integration costs of $2.4 and $4.8, respectively, and restructuring and related costs of $26.9 and $25.2, respectively, and a prior year credit related to litigation matters of $1.7. Excluding these items, adjusted SG&A was $382.4, or 17.7% of Net sales in the nine months ended June 30, 2026, as compared $367.3, or 17.3% of Net sales in the prior year period. The year-over-year dollar increase was primarily driven by increased SG&A from the APS business of $9.8, investment in digital transformation and growth initiatives, as well as increased legal fees and recycling fees. The increase was partially offset by Project Momentum savings of approximately $14 in the current year period. Advertising and sales promotion expense (A&P) was $41.7, or 5.7% of net sales, in the third fiscal quarter of 2026, as compared to $43.4, or 6.0% of Net sales, in the third fiscal quarter of 2025. A&P was $109.9, or 5.1% of Net sales, in the nine months ended June 30, 2026 as compared to $117.6, or 5.5%, in the prior year. Research and development expense was $7.4, or 1.0% of Net sales, for the quarter ended June 30, 2026, as compared to $8.2, or 1.1% of Net sales, in the prior year comparative period. R&D was $22.8, or 1.1% of Net sales, for the nine months ended June 30, 2026, as compared to $24.3, or 1.1% of Net sales, in the prior year comparative period. Interest expense was $39.7 for the third fiscal quarter of 2026, compared to $39.0 for the prior year comparative period. For the nine months ended June 30, 2026 interest expense was $118.1 as compared to $114.0 for the prior year comparative period. The increase in interest expense was due to a higher average debt balance in the current year. Loss on extinguishment/modification of debt was $0.9 and $5.3 for the nine months ended June 30, 2026 and 2025, respectively. The 2026 loss is related to the Company's early payment of $90.0 on the term loan earlier in the fiscal year. 38 During March 2025, the Company refinanced and extended the maturity of both its $760 Term Loan and $500 Revolving Credit Facility resulting in the majority of the loss on extinguishment/modification in fiscal 2025. Other items, net was expense of $0.2 and $1.9 for the third fiscal quarters of 2026 and 2025, respectively. Other items, net was an expense of $26.9 and a benefit of $3.3 for the nine months ended June 30, 2026 and 2025, respectively. For the Quarters Ended June 30, For the Nine Months Ended June 30, Other items, net 2026 2025 2026 2025 Interest income $ (1.1) $ (0.2) $ (4.3) $ (2.0) Foreign currency exchange loss/(gain) 1.2 2.0 4.3 (1.4) Pension cost other than service costs and settlement loss 0.1 — 0.8 — Settlement loss on UK Pension plan termination 0.2 — 26.3 — Other (0.2) 0.1 (0.2) 0.1 Total Other items, net $ 0.2 $ 1.9 $ 26.9 $ (3.3) The effective tax rate on a year to date basis was expense of 30.1% as compared to 11.5% in the prior year. Excluding the impact of restructuring and related costs, network transition costs, FY23 & FY24 production credits, acquisition and integration costs, a litigation matter, the Loss on extinguishment/modification in debt and the non-cash settlement loss on the termination of the U.K. pension plan, the year to date adjusted effective tax rate was 20.3% as compared to 19.5% in the prior year. The lower effective rate is due to the mix of earnings in each period. Segment Results Operations for Energizer are managed via two product segments: Batteries & Lights and Auto Care. Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses (including share-based compensation costs), amortization of intangibles, acquisition and integration activities, restructuring and related costs, network transition costs, FY23 & FY24 production credits, a litigation matter and other items determined to be corporate in nature. Financial items, such as interest income and expense and the loss on extinguishment/modification of debt, and other items, net, are managed on a global basis at the corporate level. The exclusion of these costs from segment results reflects management’s view on how it evaluates segment performance. Energizer’s operating model includes a combination of standalone and shared business functions between the product segments, varying by country and region of the world. Shared functions include the sales and marketing functions, as well as human resources, IT and finance shared service costs. Energizer applies a fully allocated cost basis, in which shared business functions are allocated between segments. Such allocations are estimates, and may not represent the costs of such services if performed on a standalone basis. 39 Segment Net Sales Quarter Ended June 30, 2026 Nine Months Ended June 30, 2026 $ Change % Chg $ Change % Chg Batteries & Lights Net sales - prior year $ 535.1 $ 1,655.5 Organic 1.6 0.3 % (51.5) (3.1) % Acquisition impact (17.2) (3.2) % 49.5 3.0 % Change in highly inflationary markets (0.9) (0.2) % (1.7) (0.1) % Impact of currency 5.6 1.1 % 30.8 1.8 % Net sales - current year $ 524.2 (2.0) % $ 1,682.6 1.6 % Auto Care Net sales - prior year $ 190.2 $ 464.4 Organic 18.1 9.5 % 3.4 0.7 % Change in highly inflationary markets — — % (0.2) — % Impact of currency 1.6 0.9 % 6.1 1.3 % Net sales - current year $ 209.9 10.4 % $ 473.7 2.0 % Total Net Sales Net sales - prior year $ 725.3 $ 2,119.9 Organic 19.7 2.7 % (48.1) (2.3) % Acquisition impact (17.2) (2.4) % 49.5 2.3 % Change in highly inflationary markets (0.9) (0.1) % (1.9) (0.1) % Impact of currency 7.2 1.0 % 36.9 1.8 % Net sales - current year $ 734.1 1.2 % $ 2,156.3 1.7 % Results for the Quarter Ended June 30, 2026 Batteries & Lights reported Net Sales decreased 2.0% as compared to the prior year period driven mostly by the negative acquisition impact of the brand licenses expiring of $17.2, or 3.2%. Organic net sales increased $1.6, or 0.3%, for the third fiscal quarter due to increased volumes from distribution gains from the integration of the APS business to legacy brands as well as new product development (approximately 2.5%). Incremental promotional investment partially offset the volume increase (approximately 2.2%). Auto Care reported Net Sales increased 10.4% as compared to the prior year period, driven by an organic net sales improvement of $18.1, or 9.5%. The improvement was driven by increased volumes from distribution gains, especially in the refrigerant segment, and new product development (approximately 8.4%). Pricing increases also drove an increase of approximately 1.1%. Results for the nine months ended June 30, 2026 Batteries & Lights reported Net sales increased 1.6% as compared to the prior year period driven by the APS acquisition impact of $49.5, or 3.0%. The acquisition impact was offset by the organic Net sales decline of $51.5, or 3.1%, compared to the prior year. The organic decline was driven by decreased volumes due to softer consumer demand in the U.S. and higher storm activity in the prior year, partially offset by growth in e-commerce. Auto Care reported a Net sales increased 2.0% as compared to the prior year period. Organic Net sales improved $3.4, or 0.7%, due to volume improvement from distribution gains and new product development. 40 Segment Profit Quarter Ended June 30, 2026 Nine Months Ended June 30, 2026 $ Change % Chg $ Change % Chg Batteries & Lights Segment profit - prior year $ 158.8 $ 390.4 Organic (25.6) (16.1) % (26.9) (6.9) % Acquisition impact (5.1) (3.2) % (1.9) (0.5) % Change in highly inflationary markets (1.5) (0.9) % (1.6) (0.4) % Impact of currency 1.3 0.7 % 7.3 1.9 % Segment profit - current year $ 127.9 (19.5) % $ 367.3 (5.9) % Auto Care Segment profit - prior year 24.1 79.8 Organic (4.4) (18.3) % (24.6) (30.8) % Change in highly inflationary markets — — % (0.1) (0.1) % Impact of currency 1.0 4.2 % 3.3 4.1 % Segment profit - current year $ 20.7 (14.1) % $ 58.4 (26.8) % Total Segment Profit Segment profit - prior year 182.9 470.2 Organic (30.0) (16.4) % (51.5) (11.0) % Acquisition impact (5.1) (2.8) % (1.9) (0.4) % Change in highly inflationary markets (1.5) (0.8) % (1.7) (0.4) % Impact of currency 2.3 1.2 % 10.6 2.3 % Segment profit - current year $ 148.6 (18.8) % $ 425.7 (9.5) % Refer to Note 5, Segments, in the Consolidated (Condensed) Financial Statements for a reconciliation from Segment profit to Earnings before income taxes. Results for the Quarter Ended June 30, 2026 Global reported segment profit decreased 18.8% as compared to the prior year. Organic profit declined $30.0, or 16.4%, driven by the decline in gross margin primarily from the out of period production credits recorded in the prior year as well as the unfavorable product mix and increased promotional investments that negatively impacted gross margin. The gross margin impact was partially offset by a decline in SG&A, A&P and R&D investment year-over-year, as well as the increase in organic Net sales discussed above. Batteries & Lights reported segment profit decreased by 19.5% as compared to the prior year. Organic segment profit declined by $25.6, or 16.1%, driven by the decline in gross margin primarily from the out of period production credits recorded in the prior year, as well as unfavorable product mix and increased promotional investments that negatively impacted gross margin. This was partially offset by the decline in SG&A and R&D investment, as well as the increase in organic Net sales discussed above. Auto Care reported segment profit decreased by 14.1% as compared to the prior year. Organic segment profit declined $4.4, or 18.3%, driven by a decline in gross margin due to the lower margin profile of the refrigerant business as well as increased SG&A spend year-over-year. This was partially offset by the improvement in organic Net sales discussed above and decreased A&P spending in the current year. 41 Results for the nine months ended June 30, 2026 Global reported segment profit decreased 9.5% as compared to the prior year. Organic profit decreased $51.5, or 11.0%. The organic decrease was driven by lower organic Net sales discussed above, higher input costs and unfavorable product mix. This was partially offset by the lower investments in A&P over the prior year. Batteries & Lights reported segment profit decreased 5.9% as compared to the prior year. Organic segment profit decreased by $26.9, or 6.9%, due to the decline in organic Net sales discussed above, higher input costs and unfavorable product mix. This was partially offset by lower SG&A and A&P spending over prior year. Auto Care reported segment profit decreased by 26.8% as compared to the prior year. Organic segment profit decreased by $24.6, or 30.8%, driven by unfavorable product mix and the increase in input costs. This was partially offset by the increase in organic Net sales discussed above and a decline in A&P spending over the prior year. General Corporate For the Quarters Ended June 30, For the Nine Months Ended June 30, 2026 2025 2026 2025 General corporate and other expenses $ 31.7 $ 33.1 $ 94.9 $ 91.0 % of Net Sales 4.3 % 4.6 % 4.4 % 4.3 % For the quarter ended June 30, 2026, general corporate and other expenses were $31.7, a decrease of $1.4 as compared to the prior year comparative period. This decrease was primarily driven by decreased stock compensation expense, partially offset by increased legal fees in the current year. For the nine months ended June 30, 2026, General corporate and other expenses were $94.9, an increase of $3.9 as compared to the prior year comparative period. The increase was primarily driven by increased stock compensation and legal fees in the current year. Liquidity and Capital Resources Energizer’s primary future cash needs will be centered on operating activities, working capital, strategic investments and debt reductions. We believe that our future cash from operations, together with our access to capital markets, will provide adequate resources to fund our operating and financing needs. Our access to, and the availability of, financing on acceptable terms in the future will be affected by many factors, including: (i) our financial condition and prospects, (ii) for debt, our credit rating, (iii) the liquidity of the overall capital markets and (iv) the current state of the economy. There can be no assurances that we will continue to have access to capital markets on terms acceptable to us. See the “Risk Factors” section of our Annual Report on Form 10-K for the year ended September 30, 2025 filed with the Securities and Exchange Commission on November 18, 2025, and our subsequent filings with the SEC, for additional information. Cash is managed centrally with net earnings reinvested locally and working capital requirements met from existing liquid funds. At June 30, 2026, Energizer had $173.4 of cash and cash equivalents, approximately 93% of which was held outside of the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct our business and the cost effectiveness with which those funds can be accessed. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences or be subject to regulatory capital requirements; however, those balances are generally available without legal restrictions to fund ordinary business operations. The Company has a Senior Secured Term Loan (Term Loan) of $761.4 due in 2032 and a $500 Revolving Credit Facility (Revolving Facility) due in 2030. Borrowings under the Term Loan require quarterly principal payments at a rate of 0.25% of the original principal balance, or $2.2. Borrowings under the Revolving Facility bear interest at a rate per annum equal to, at the option of the Company, adjusted SOFR or the Base Rate (as defined in the Credit Agreement) then in effect plus the applicable margin. The Term Loan bears interest at a rate per annum equal to SOFR plus the applicable margin. During the quarter and nine months ended June 30, 2026, the Company paid down $2.2 and $96.5 of borrowings on the Term Loan, respectively. 42 As of June 30, 2026, the Company had $30.0 of outstanding borrowings under the Revolving Facility and $7.6 of outstanding letters of credit. Taking into account outstanding letters of credit, $462.4 remained available under the Revolving Facility as of June 30, 2026. The Company is in compliance with the provisions and covenants associated with its debt agreements, and expects to remain in compliance throughout the next twelve months. Operating Activities Cash flow from operating activities was $156.0 in the nine months ended June 30, 2026, as compared to $85.6 in the prior year period. This change in cash flows of $70.4 was primarily driven by working capital changes, year-over-year, of approximately $131, partially offset by the higher earnings in the prior year. The working capital change was primarily a result of a decrease in year-over-year inventory of approximately $196 as the Company has worked through much of the plastic free packaging transition build up and is working to get inventory to more normalized levels after the transition and tariff mitigation initiatives. The change was further driven by increases of $34 due to change in accounts payable and timing of payments year-over-year. This was offset by a decrease from working capital of approximately $95 due to collections of accounts receivable in the current year compared to the prior year. Investing Activities Net cash used by investing activities was $51.0 and $81.9 for the nine months ended June 30, 2026 and 2025, respectively, and consisted of the following: • Capital expenditures of $52.1 and $69.1 in the nine months ended June 30, 2026 and 2025, respectively; • Proceeds from sale of assets were $1.1 during the nine months ended June 30, 2026 related to the selling of a facility in the United States; • Acquisitions, net of cash acquired, was an outflow of $12.8 in the prior year primarily related to the APS NV purchase. Total investing cash outflows of approximately $60 to $70 are anticipated in fiscal 2026 for capital expenditures. This includes normal capital replacement, product development and cost reduction investments, as well as approximately $25 to $35 of investment from Project Momentum Tariff and Operational Efficiency initiatives. Financing Activities Net cash used by financing activities was $167.5 for the nine months ended June 30, 2026 as compared to $49.8 in the prior fiscal year period. For the nine months ended June 30, 2026, cash used by financing activities consists of the following: •Payments of debt with maturities greater than 90 days of $97.5, primarily related to the Term Loan payments; •Net increase in debt with original maturities of 90 days or less of $15.5 primarily related to borrowings under our Revolving Facility; •Debt issuance costs from the Senior Note offering which was finalized in the fourth fiscal quarter of 2025 of $1.5; •Common stock repurchases of $5.4 including $0.9 of excise taxes paid (see below); •Combined payments of the acquisition earning out and indemnification hold back related to the Centralsul acquisition of $6.0; •Dividends paid on common stock of $64.5 (see below); and •Taxes paid for withheld share-based payments of $8.1. For the nine months ended June 30, 2025, cash used by financing activities consisted of the following: •Cash proceeds from issuance of debt with maturities greater than 90 days of $198.2 from refinancing and extending the Term Loan. The Term Loan proceeds were evaluated on a lender-by-lender basis on the Consolidated (Condensed) Statement of Cash Flows; 43 •Payments of debt with maturities greater than 90 days of $221.0, primarily related to the Term Loan refinancing payments of $192.2 as well as the principal payments of $28.0 made earlier in the year. The Term Loan payments were evaluated on a lender-by-lender basis on the Consolidated (Condensed) Statement of Cash Flows; •Net increase in debt with original maturities of 90 days or less of $118.4 primarily related to borrowings under our Revolving Facility and international borrowings; •Debt issuance costs from the Term Loan and Revolving Facility refinancing of $8.0; •Payment of acquisition indemnification hold back related to the Centralsul acquisition of $0.5; •Common stock repurchases of $62.6 at an average price of $22.40 per share; •Dividends paid on common stock of $66.6; and •Taxes paid for withheld share-based payments of $7.7. Dividends and Share Repurchases On November 10, 2025, the Board of Directors declared a cash dividend for the first quarter of fiscal 2026 of $0.30 per share of common stock, payable on December 10, 2025. On January 30, 2026, the Board of Directors declared a cash dividend for the second quarter of fiscal 2026 of $0.30 per share of common stock, payable on March 11, 2026. On April 27, 2026, the Board of Directors declared a cash dividend for the third quarter of fiscal 2026 of $0.30 per share of common stock, payable on June 10, 2026. Subsequent to quarter end, on July 27, 2026, the Board of Directors declared a cash dividend for the fourth quarter of fiscal 2026 of $0.30 per share of common stock, payable on September 9, 2026 to all shareholders of record on August 19, 2026. In November 2024, the Company's Board of Directors put in place an authorization for the Company to acquire up to 7.5 million shares of its common stock, which replaced the Company's prior authorization. During the nine months ended June 30, 2026, the Company repurchased approximately 245,000 shares for $4.5, at an average price of $18.26 per share, under this authorization. The Company also paid excise taxes of $0.9 for previous repurchases made in fiscal 2025 during the quarter ended June 30, 2026. The Company had 3.3 million shares remaining under this authorization at June 30, 2026. Future share repurchases, if any, will be determined by the Company based on its evaluation of the market conditions, capital allocation objectives, legal and regulatory requirements and other factors. Share repurchases may be effected through open market purchases or privately negotiated transactions, including repurchase plans that satisfy the conditions of Rule 10b5-1 of the Securities Exchange Act of 1934. The timing, declaration, amount and payment of future dividends to shareholders or repurchases of the Company’s Common stock will fall within the discretion of our Board of Directors. The Board’s decisions regarding the payment of dividends or repurchase of shares will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, covenants associated with certain of our debt service obligations, industry practice, legal requirements, regulatory constraints and other factors that our Board of Directors deems relevant. Other Matters Environmental Matters & Legal Matters Accrued environmental costs at June 30, 2026 were $9.4. It is difficult to quantify with certainty the cost of environmental matters, particularly remediation and future capital expenditures for environmental control equipment. Total environmental capital expenditures and operating expenses are not expected to have a material effect on our total capital and operating expenditures, earnings or competitive position. However, current environmental spending estimates could be modified as a result of changes in our plans or our understanding of underlying facts, changes in legal requirements, including any requirements related to global climate change, or other factors. 44 Contractual Obligations The Company believes it has sufficient liquidity to fund its operations and meet its short-term and long-term obligations. The Company's material future obligations include the contractual and purchase commitments described below: The Company has a contractual commitment to repay its long-term debt of $3,278.6 based on the defined terms of our debt agreements. Within the next twelve months, the Company is obligated to pay $8.6 of this total debt. Our interest commitments based on the current debt balance and SOFR rate on drawn debt at June 30, 2026 is $638.6, with $142.8 expected within the next twelve months. The Company has entered into an interest rate swap agreement that fixed the variable benchmark component (SOFR) on $500.0 of variable rate debt. Refer to Note 9, Debt, for further details. Additionally, Energizer has material future purchase commitments for goods and services which are legally binding and that specify all significant terms including price and/or quantity. Total future commitments for these obligations over the next 15 years is $41.1, of which $10.3 of such amount is due within the next twelve months. Refer to Note 15, Legal proceeding/contingencies and other obligations, for additional details. Energizer is also party to various service and supply contracts that generally extend approximately one to three months. These arrangements are primarily individual, short-term purchase orders for routine goods and services at market prices, which are part of our normal operations and are reflected in historical operating cash flow trends. These contracts can generally be canceled at our option at any time. We do not believe such arrangements will adversely affect our liquidity position. Finally, Energizer has operating and financing leases for real estate, equipment, and other assets that include future minimum payments with initial terms of one year or more. Total future operating and finance lease payments at June 30, 2026 are $137.8 and $84.9, respectively. Within the next twelve months, operating and finance lease payments are expected to be $16.0 and $4.6, respectively.
Market Risk Sensitive Instruments and Positions The market risk inherent in the Company's financial instruments’ positions represents the potential loss arising from adverse changes in currency rates, commodity prices and interest rates. The following risk management discussion…
Market Risk Sensitive Instruments and Positions The market risk inherent in the Company's financial instruments’ positions represents the potential loss arising from adverse changes in currency rates, commodity prices and interest rates. The following risk management discussion and the estimated amounts generated from the sensitivity analysis are forward-looking statements of market risk assuming certain adverse market conditions occur. The Company's derivatives are used only for identifiable exposures, and we have not entered into hedges for trading purposes where the sole objective is to generate profits. Derivatives Designated as Cash Flow Hedging Relationships A significant share of Energizer's product cost is more closely tied to the U.S. dollar than to the local currencies in which the product is sold. As such, a weakening of currencies relative to the U.S. dollar results in margin declines unless mitigated through pricing actions, which are not always available due to the economic or competitive environment. Conversely, strengthening of currencies relative to the U.S. dollar can improve reported results. The primary currencies to which Energizer is exposed include the Euro, the British pound, the Canadian dollar and the Australian dollar. However, the Company also has significant exposures in many other currencies which, in the aggregate, may have a material impact on the Company's operations. The Company has entered into a series of forward currency contracts to hedge the cash flow uncertainty of forecasted payment of inventory purchases due to short term currency fluctuations. Energizer’s foreign affiliates, which have the largest exposure to U.S. dollar purchases, have the Euro, the British pound, the Canadian dollar and the Australian dollar as their local currencies. These foreign currencies represent a significant portion of Energizer's foreign currency exposure. At June 30, 2026 and September 30, 2025, Energizer had an unrealized pre-tax gain of $0.8 and an unrealized pre-tax loss of $3.9, respectively, on these forward currency contracts accounted for as cash flow hedges, included in Accumulated other comprehensive loss on the Consolidated (Condensed) Balance Sheets. Assuming foreign exchange rates versus the U.S. dollar remain at June 30, 2026 levels over the next twelve months, $0.7 of the pre-tax gain included in Accumulated other comprehensive loss at June 30, 2026 is expected to be recognized in earnings. Contract maturities for these hedges extend into fiscal year 2027. 45 Derivatives Not Designated as Cash Flow Hedging Relationships Energizer's foreign subsidiaries enter into internal and external transactions that create nonfunctional currency balance sheet positions at the foreign subsidiary level. These exposures are generally the result of intercompany purchases, intercompany loans and to a lesser extent, external purchases, and are revalued in the foreign subsidiary’s local currency at the end of each period. Changes in the value of the non-functional currency balance sheet positions in relation to the foreign subsidiary’s local currency results in an exchange gain or loss recorded in Other items, net on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income. The primary currency to which Energizer’s foreign subsidiaries are exposed is the U.S. dollar. The Company enters into foreign currency derivative contracts which are not designated as cash flow hedges for accounting purposes to hedge balance sheet exposures. Any gains or losses on these contracts are expected to be offset by exchange gains or losses on the underlying exposures, thus they are not subject to significant market risk. The change in estimated fair value of the foreign currency contracts resulted in a loss of $1.7 and a gain of $11.3 for the quarters ended June 30, 2026 and 2025, respectively, and a loss of $3.8 and a gain of $6.4 for the nine months ended June 30, 2026 and 2025, respectively. These gains and losses were recorded in Other items, net on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income. Commodity Price Exposure The Company uses raw materials that are subject to price volatility. At times, the Company uses hedging instruments to reduce exposure to variability in cash flows associated with future purchases of certain materials and commodities. The Company has entered into hedging contracts on future zinc purchases to reduce exposure to variability in cash flows associated with price volatility. The contracts are determined to be cash flow hedges and qualify for hedge accounting. The contract maturity for these hedges extend into fiscal 2027. There were 15 open contracts at June 30, 2026, with a total notional value of approximately $24. The Company had unrealized pre-tax gain of $3.4 and $1.5 on these hedges as of June 30, 2026 and September 30, 2025, respectively, and were included in Accumulated other comprehensive loss on the Consolidated (Condensed) Balance Sheet. Interest Rate Exposure The Company has interest rate risk with respect to interest expense on variable rate debt. At June 30, 2026, Energizer had variable rate debt outstanding of $791.9 under the Term Loan, Revolving Facility and international borrowings. The Company has an interest rate swap that fixes the variable benchmark component (SOFR) at an interest rate of 1.042% on variable rate debt of $500.0. The notional value of the swap will decrease by $100.0 each year on December 22nd, until its termination date on December 22, 2027. The notional value of the swap was $500.0 at June 30, 2026. At June 30, 2026 and September 30, 2025, Energizer recorded a unrealized pre-tax gain of $19.4 and $25.3 on the interest rate swap, respectively. For the quarter ended June 30, 2026, our weighted average interest rate on variable rate debt, inclusive of the interest rate swap, was 3.94%. Highly inflationary Market Under U.S. GAAP, an economy is considered highly inflationary if the cumulative inflation rate for a three year period meets or exceeds 100 percent. If a subsidiary is considered to be in a highly inflationary economy, the financial statements of the subsidiary must be remeasured into the Company’s reporting currency (U.S. Dollar or USD) and future exchange gains and losses from the remeasurement of monetary assets and liabilities are reflected in current earnings, rather than exclusively in the equity section of the balance sheet, until such time as the economy is no longer considered highly inflationary. Effective October 1, 2024, the financial statements for our Egypt subsidiary were consolidated under the rules governing the translation of financial information in a highly inflationary economy. The Egypt economy exceeded the three year cumulative inflation rate of 100 percent as of September 30, 2024 and remains highly inflationary as of June 30, 2026. Effective July 1, 2018, the financial statements for our Argentina subsidiary were consolidated under the rules governing the translation of financial information in a highly inflationary economy. The Argentina economy exceeded the three year cumulative inflation rate of 100 percent as of June 2018 and remains highly inflationary as of June 30, 2026. 46 It is difficult to determine what continuing impact the use of highly inflationary accounting for Egypt and Argentina may have on our consolidated financial statements, as such impact is dependent upon movements in the applicable exchange rates between the local currency and the USD and the amount of monetary assets and liabilities included in our affiliates' balance sheet.
Read original filing text →The Company and its affiliates are subject to a number of legal proceedings in various jurisdictions arising out of its operations. Many of these legal matters are in preliminary stages and involve complex issues of law and fact, and may proceed for protracted periods of time. T…
The Company and its affiliates are subject to a number of legal proceedings in various jurisdictions arising out of its operations. Many of these legal matters are in preliminary stages and involve complex issues of law and fact, and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. We are a party to legal proceedings and claims that arise during the ordinary course of business. We review our legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follow appropriate accounting guidance when making accrual and disclosure decisions. We establish accruals for those contingencies where the incurrence of a loss is probable and can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for our financial statements to not be misleading. We do not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, the Company believes that its liability, if any, arising from such pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, is not reasonably likely to be material to the Company's financial position, results of operations, or cash flows, when taking into account established accruals for estimated liabilities. Refer to Note 15, Legal proceedings/contingencies and other obligations, for additional details on the Company's pending legal proceedings.
Read original filing text →Our Annual Report on Form 10-K for the year ended September 30, 2025, which was filed with the Securities and Exchange Commission on November 18, 2025, contains a detailed discussion of risk factors that could materially adversely affect our business, operating results or financ…
Our Annual Report on Form 10-K for the year ended September 30, 2025, which was filed with the Securities and Exchange Commission on November 18, 2025, contains a detailed discussion of risk factors that could materially adversely affect our business, operating results or financial condition. Except as follows, there have been no material changes to the risk factors included in our Annual Report on Form 10-K. We are subject to uncertainties regarding the International Emergency Economic Powers Act ("IEEPA") tariff refunds, including the timing of these refunds. There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to trade policies, treaties, and tariffs. Recently, the U.S. government imposed significant tariffs impacting a wide variety of goods across multiple countries and additional tariffs may be imposed in the future. On February 20, 2026, the U.S. Supreme Court invalidated tariffs previously imposed under the IEEPA. Following this ruling, the U.S. government initiated new tariffs at different rates under alternative legislative powers, which increases the uncertainty around tariffs. On March 4, 2026, the Court of International Trade ordered U.S. Customs and Border Protection ("CBP") to begin the refund process for all importers who were subject to the IEEPA duties and on April 20, 2026, the CBP opened a portal for the refund process to begin for certain importers. The Company has begun the refund submission process and has received approximately $11.0 of refunds. However, the timeline for the remainder of the refund is still unclear and subject to changes in trade policy. The current administration may continue to impose additional tariffs under U.S. trade laws. The extent and duration of the tariffs, as well as any measures taken by other countries in response, and the resulting impact on general economic conditions on our business are uncertain and depend on various factors and could have a material adverse effect on our business, financial condition, results of operations and cash flow. There have been no other material changes to the risk factors included in our Annual Report on Form 10-K. 48
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