PBH

• Jeffrey Zerillo notified the company on August 10, 2026, of his decision to retire.
• The retirement is effective August 14, 2026.
• No reason for the retirement was stated in the filing.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Reported diluted EPS was $0.61; adjusted diluted EPS was $0.98, up from $0.95 in the prior year quarter.
• Cash from operating activities was $70.8 million; adjusted non-GAAP free cash flow was $83.7 million.
• Closed the Breathe Right and LaCorium acquisitions in June and July 2026, respectively.
• Raised fiscal 2027 outlook: revenue of $1,290 to $1,315 million and adjusted diluted EPS of $4.55 to $4.65.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The notes were issued under an Indenture dated July 15, 2026, with U.S. Bank Trust Company, National Association as trustee, and are guaranteed by the Company and certain domestic restricted subsidiaries.
• Interest on the notes is payable semi-annually on January 15 and July 15, beginning January 15, 2027, with maturity on July 15, 2034.
• Prestige Brands may redeem the notes on or after July 15, 2029 at specified prices, or earlier at a make-whole premium; a change of control would require an offer to repurchase at 101% of principal.
• The notes were issued in a private offering exempt from SEC registration, under Rule 144A and Regulation S.
• The Indenture includes covenants restricting additional indebtedness, dividends, asset sales, and other actions, subject to exceptions.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• The company borrowed $95 million under an amendment to its term loan credit agreement to help finance the LaCorium acquisition and related fees.
• Prestige priced a private offering of $400 million in 6.25% senior notes due 2034, expected to close on or about July 15, 2026.
• Proceeds from the notes offering, plus cash on hand, will be used to redeem all $400 million of Prestige's outstanding 5.125% Senior Notes due 2028.
• LaCorium generates approximately $40 million in annual revenue and is expected to generate about $12 million in EBITDA once fully integrated.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The purchase price is approximately $900 million net of anticipated tax benefits valued at $150 million.
• The transaction was financed with available cash and a new $1.045 billion Term Loan B facility entered into on June 12, 2026.
• The Term Loan Credit Agreement also permits an uncommitted second draw of up to $95.0 million to partially finance the previously announced LaCorium Health acquisition, expected to close in Q2 fiscal 2027.
• The company also amended its ABL credit facility, increasing commitments to $225 million and extending maturity to five years from the closing date.

1.01 Entry into a Material Definitive Agreement · 2.01 Completion of Acquisition or Disposition of Assets · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The transaction is expected to close in the second quarter of fiscal 2027, subject to customary closing conditions.
• LaCorium generated approximately $40 million in trailing twelve-month revenue through February 28, 2026, and is expected to generate about $12 million in EBITDA including synergies once fully integrated.
• LaCorium is a leader in Australian therapeutic skin care, with brands including Dermal Therapy, Flexitol, and Crampeze, and sells in about 20 countries.
• The company also reported fiscal 2026 results: revenues of $1,088.7 million, diluted EPS of $3.91, and adjusted diluted EPS of $4.38.

1.01 Entry into a Material Definitive Agreement · 2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The transaction involves the acquisition of a portfolio of over-the-counter consumer health products, including Breathe Right® and certain other brands, for $1.045 billion in cash.
• The acquired portfolio generated approximately $200 million in revenue and $95 million in EBITDA over the twelve months ended December 31, 2025.
• The purchase price represents approximately 11.0x EBITDA, or approximately 9.5x net of anticipated tax benefits of about $900 million.
• The transaction is expected to close in the first half of Fiscal 2027, subject to customary closing conditions and Hart-Scott-Rodino antitrust clearance.
• The acquisition is expected to be financed with cash on hand and a new term loan credit facility, with pro-forma net leverage of approximately 4.0x at close.

1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Diluted EPS for Q3 was $0.97, compared to $1.22 in the prior year period; adjusted diluted EPS was $1.14.
• The company repurchased approximately 0.8 million shares in Q3 at a total cost of $45.8 million.
• Closed the acquisition of Pillar5 Pharma, Inc. in December 2025.
• Narrowed fiscal 2026 revenue outlook to approximately $1.1 billion, with adjusted diluted EPS of approximately $4.54 and free cash flow of $245 million or more.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits