NEWELL BRANDS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS) (Unaudited)

(Amounts in millions, except per share amounts)

COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(Amounts in millions, except par values)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in millions)

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (Unaudited)

(Amounts in millions, except per share amounts)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Footnote 1 —Basis of Presentation and Significant Accounting Policies

Description of Business

Newell Brands Inc. is a leading global consumer goods company with a strong portfolio of well-known brands, including Rubbermaid, Sharpie, Graco, Coleman, Rubbermaid Commercial Products, Yankee Candle, Paper Mate, FoodSaver, DYMO, EXPO, Elmer’s, Oster, NUK, Spontex and Campingaz. Newell Brands is focused on delighting consumers by lighting up everyday moments. The Company sells its products in over 150 countries around the world and has operations on the ground in more than 45 of these countries, excluding third-party distributors. The Company hasthree operating segments: Home and Commercial Solutions (“H&CS”), Learning and Development (“L&D”) and Outdoor and Recreation (“O&R”).

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Newell Brands Inc. (collectively with its subsidiaries, the “Company”) have been prepared pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (the “SEC”) and do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments (including normal recurring accruals) considered necessary for a fair statement of the financial position and the results of operations of the Company. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements, and the footnotes thereto, included in the Company’s most recent Annual Report on Form 10-K. The Condensed Consolidated Balance Sheet at December 31, 2025 has been derived from the audited financial statements as of that date, but it does not include all the information and footnotes required by U.S. GAAP for a complete financial statement. Certain prior year amounts have been reclassified to conform to the current presentation.

Use of Estimates and Risks

Management’s application of U.S. GAAP in preparing the Company’s condensed consolidated financial statements requires the pervasive use of estimates and assumptions. The Company continues to be impacted by uncertain macroeconomic conditions, including uneven global consumer demand and evolving consumer purchasing behavior, inflationary pressures, major retailers’ management of inventory levels, fluctuating interest rates, indirect macroeconomic impact from geopolitical conflicts as well as the effects of existing and potential changes in global trade policies, including tariffs and related retaliatory measures.

Despite the U.S. Supreme Court’s invalidation of tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), the Company continues to operate in a highly uncertain trade environment. Uncertainty persists regarding the scope, rates and duration of existing and potential additional U.S. tariffs, including tariffs imposed under authorities other than IEEPA; the outcome and implementation of ongoing trade negotiations; the availability and duration of product-specific tariff exclusions; retaliatory measures by other countries and the potential for further escalation; and the evolving legal landscape. In addition, the Company continues to experience increases in resin and transportation costs, driven largely by higher oil prices in light of the ongoing conflict in the Middle East. The Company continues to consider mitigating actions to offset the impact of tariff exposure and inflation, including oil price volatility, which include pricing, productivity initiatives, sourcing diversification and in some cases relocation of manufacturing. These collective macroeconomic trends, the duration or severity of which are highly uncertain and some of which, such as the price of oil, are more volatile than others, are still changing the retail and consumer landscape and continue to negatively impact the Company’s operating results, cash flows and financial condition, and are to some degree expected to persist into the remainder of the year.

As consumers continue to face widespread increases in prices and fluctuating interest rates, their discretionary spending and purchase patterns may continue to be unfavorably impacted. The Company will continue to monitor these macroeconomic trends and assess whether any of them become more sustained and therefore permanent in nature. The high level of uncertainty of these factors has resulted in estimates and assumptions that have the potential for more variability and are more subjective. In addition, some of the other inherent estimates and assumptions used in the Company’s forecasted results of operations and cash flows that form the basis of the determination of the fair value of the reporting units for goodwill and indefinite-lived intangible asset impairment testing are outside the control of management, including interest rates, cost of capital, tax rates, trade policies and tariffs, industry growth, credit ratings, foreign exchange rates, labor inflation and cost of oil. Although management has made its best estimates and assumptions based upon current information, actual results could materially differ given the uncertainty of these factors, especially if some of the recent inflationary pressures surrounding higher oil costs experience a sustained duration which may require future changes to such estimates and assumptions, including reserves, and which may result in future expense or impairment charges.

The Company's stock price has increased since its most recent annual impairment test, but the Company's market capitalization remained less than its consolidated stockholders' equity at September 30, 2026. As previously disclosed by the Company, the goodwill related to the Company’s Commercial reporting unit and certain indefinite-lived tradenames in its H&CS and L&D segments have fair values within 10% of their associated carrying values based on the most recent annual impairment test performed in the fourth quarter of fiscal year 2025. If there are further declines in macroeconomic conditions, or industry and market conditions that may impact the current and forecasted financial performance of each reporting unit, or if the Company experiences a significant sustained decline in the Company's share price, the Company may need to record non-cash impairment charges, which could be material, in future periods.

During the third quarter of 2026, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the Commercial reporting unit, as well as the goodwill associated with the Commercial reporting unit, in the H&CS segment, as a result of a downward revision of forecasted cash flows primarily due to lower profitability expectations driven by higher operating costs, as well as rising interest rates, which increased the discount rate used in the fair value determination. The Company performed quantitative impairment tests and determined that the indefinite-lived tradename in the H&CS segment was impaired, while the Commercial reporting unit goodwill was not impaired. During the three and nine months ended September 30, 2026, the Company recorded a non-cash impairment charge of $101 million, as the carrying value of the tradename exceeded its fair value. See Footnote 6 for further information.

Seasonal Variations

Sales of the Company’s products tend to be seasonal, with sales, operating income and operating cash flow in the first quarter generally lower than any other quarter during the year, driven principally by reduced volume and the mix of products sold in the first quarter. The seasonality of the Company’s sales volume combined with the accounting for fixed costs, such as depreciation, amortization, rent, personnel costs and interest expense, impacts the Company’s results on a quarterly basis. Also, the Company typically tends to generate the majority of its operating cash flow in the third and fourth quarters of the year due to seasonal variations in operating results, the timing of annual performance-based compensation payments, customer program payments, working capital requirements and credit terms provided to customers. In addition, uncertainty still remains over the volatility and direction of future consumer and customer demand patterns, as well as inflationary pressures inclusive of the impact of tariffs. Accordingly, the Company’s results of operations and cash flows for the three and nine months ended September 30, 2026 may not necessarily be indicative of the results that may be expected for the year ending December 31, 2026.

Recent Accounting Pronouncements

Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considers the applicability and impact of recently issued and proposed ASUs.

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software.” This ASU establishes targeted enhancements to Subtopic 350-40 improving the operability of the recognition guidance considering different methods of software development. The update is effective for annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Management is currently evaluating the effects this guidance will have on its consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-07,“Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606).” The amendments in the ASU exclude from derivative accounting non-exchange-traded contracts with underlying components that are based on operations or activities specific to one of the parties to the contract. This update is effective for annual reporting periods beginning after December 15, 2026. Early adoption is permitted. Management is currently evaluating the effects this guidance will have on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures.” This ASU requires that each interim and annual reporting period, an entity disclose more information about the components of certain expense captions that are currently disclosed in the financial statements. This update is effective for annual reporting periods beginning after December 15, 2026. Early adoption is permitted. Management is currently evaluating the effects this guidance will have on its consolidated financial statements.

Sales of Accounts Receivable

The Company maintains a factoring agreement with a financial institution to sell certain customer receivables (the “Customer Receivables Purchase Agreement”). On September 2, 2026, the Company and the financial institution amended the Customer Receivables Purchase Agreement, effective September 14, 2026, to reduce the purchase limit for eligible accounts receivable from $700 million to $625 million and granted the financial institution a first-priority lien in and the right of set-off against certain accounts receivables to the extent not sold under the Customer Receivables Purchase Agreement (as further described therein). The amendment also reduced the effective funding rate associated with the sold customer receivables.

During the nine months ended September 30, 2026 and 2025, the Company factored receivables pursuant to the Customer Receivables Purchase Agreement. The following table sets forth proceeds and amount collected from customers and remitted to the financial institution (in millions):

Outstanding receivables sold under the Customer Receivables Purchase Agreement at September 30, 2026 and December 31, 2025 were approximately $300 million and $270 million, respectively.

In addition, the Company, through a wholly-owned special purpose entity (“SPE”), has athree-year factoring agreement with a financial institution to sell certain customer receivables up to $225 million, between February and April of each year, and up to $275 million at all other times, of eligible accounts receivable without recourse on a revolving basis (the “Receivables Facility”). Under the Receivables Facility, certain of the Company’s subsidiaries continuously sell their accounts receivables, originated in the U.S., to the SPE, which then sells the receivables to the financial institution. The SPE is a variable interest entity for which the Company is considered to be the primary beneficiary. The SPE’s sole business consists of the purchase of receivables from certain subsidiaries of the Company and the subsequent transfer of such receivables to the financial institution. Although the SPE is included in the Company’s condensed consolidated financial statements, it is a separate legal entity with separate creditors. The assets of the SPE are not available to pay creditors of the Company or its subsidiaries. The fair value of these servicing arrangements as well as the fees earned were immaterial.

Effective October 2, 2026, the Company renewed and amended its Receivables Facility, as further discussed in Footnote 15.

During the nine months ended September 30, 2026 and 2025, the Company factored receivables pursuant to the Receivables Facility. The following table sets forth proceeds and amount collected from customers and remitted to the financial institution (in millions):

Outstanding receivables sold under the Receivables Facility at September 30, 2026 and December 31, 2025 were approximately $135 million and $125 million, respectively.

Generally, for a receivable to be eligible under either program, the Company must have fulfilled its performance obligations and be contractually entitled to payment for such, based on a valid receivable that is not past due at the time of factoring the underlying receivable. The Company accounts for receivables sold to the financial institutions under both factoring agreements as a sale of financial assets and derecognizes the trade receivables from the Company’s Condensed Consolidated Balance Sheets. The Company classifies the proceeds received from the sales of accounts receivable to the financial institutions as an operating cash flow and collections of accounts receivables not yet remitted to the financial institutions as financing cash flow in the Condensed Consolidated Statements of Cash Flows, and such collections are classified as restricted cash (included in prepaid expenses and other current assets) on the Company’s Condensed Consolidated Balance Sheets. Restricted cash related to both programs was $26 million and $17 million at September 30, 2026 and December 31, 2025, respectively. The Company records the discounts as other (income) expense, net in the Condensed Consolidated Statements of Operations.

Supplier Finance Program Obligations

The Company has an arrangement with a third-party vendor which provides a service for the Company’s suppliers, at their sole discretion, to sell their receivables due from the Company to various financial institutions, who at their sole discretion, contract with the third-party vendor to participate in the supplier finance program (the “SF Program”).

The Company and its suppliers agree on contractual terms for the goods and services procured, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in the SF Program. The suppliers sell goods or services, as applicable, to the Company and issue the associated invoices to the Company based on the agreed-upon contractual terms. Suppliers that participate in the SF Program, at their sole discretion, determine which invoices, if any, they want to sell to the third-party vendor. The suppliers’ voluntary inclusion of invoices in the SF Program does not change the Company’s existing contractual terms with its suppliers. The Company does not provide any guarantees or collateral under the SF Program, nor does it have any economic interest in a supplier’s decision to participate in the SF Program. Supplier payment terms for those participating in the SF Program averaged approximately 119 days. Amounts due to suppliers participating in the SF Program are included in accounts payable in the Condensed Consolidated Balance Sheets and amounts paid to suppliers participating in the SF Program are classified as operating cash flows in the Condensed Consolidated Statement of Cash Flows. The value of invoices participating in the SF Program and payments made to the third-party vendor under the SF Program during the third quarter of 2026 were both not material. Outstanding payment obligations due to the third-party vendor under the SF Program were not material at September 30, 2026 and December 31, 2025.

The Company’s financial instruments include cash and cash equivalents, accounts receivable, investment securities, accounts payable, derivative instruments and short and long-term debt. The carrying values for current financial assets and liabilities, including cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate fair value due to the short maturity of such instruments. For publicly traded investment securities, including mutual funds, fair value is determined on the basis of quoted market prices and, accordingly, such investments are classified as Level 1 of the fair value hierarchy. The fair value of such investments was $217 million and $81 million at September 30, 2026 and December 31, 2025, respectively. As disclosed in the Company’s most recent Annual Report on Form 10-K, filed on February 13, 2026, in 2025 the Company approved resolutions to terminate certain of its supplemental executive retirement plans (“SERPs”), which provide nonqualified defined- benefit-style retirement benefits to certain senior executives, and authorized qualified distributions under such plans. In connection with the termination, the Company surrendered certain company-owned life insurance policies and received cash surrender proceeds of approximately $105 million, which were subsequently invested in money market funds during the third quarter of 2026, which were classified as prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. The Company plans to liquidate such money market funds in anticipation of settling the related benefit obligations through lump-sum payments made to participants in the fourth quarter of 2026.

The fair values of the Company’s long-term debt and derivative instruments are disclosed in Footnotes 8 and 9, respectively. The Company’s nonfinancial assets, which are measured at fair value on a nonrecurring basis, include property, plant and equipment, goodwill, intangible assets and certain other assets. Refer to Footnote 6 for information regarding the fair values of goodwill and intangible assets. In addition, the Company adjusts its pension asset values to fair value on an annual basis.

Footnote 2 —Accumulated Other Comprehensive Income (Loss)

The following table displays the changes in Accumulated Other Comprehensive Income (Loss) (“AOCL”) by component, net of tax, for the nine months ended September 30, 2026 (in millions):

(a)Includes income tax provision (benefit) allocated to AOCL as follows $19 million, $3 million, $1 million and $23 million, respectively.

(b)Income tax provision (benefit) for both the three and nine months ended September 30, 2026 and 2025 were not material. Pension and postretirement costs presented are primarily classified in other (income) expense, net within the Condensed Consolidated Statements of Operations. Refer to Footnote 9 for the statements of operations classifications of the Company’s various types of derivative financial instruments.

Reclassifications from AOCL to the results of operations on a before and after-tax basis for the three and nine months ended September 30, 2026 and 2025 were not material for any of the periods presented.

Footnote 3 —Restructuring

To better align its resources with its strategy and operating model and to reduce the cost structure of its global operations, the Company commits to restructuring plans as necessary and as follows:

Global Productivity Plan

Building on the Company’s turnaround strategy, the Company announced a global productivity plan (the “Productivity Plan”) in December 2025 to further simplify processes, streamline overhead and redirect resources to higher-value activities. As part of the Productivity Plan, the Company will reduce its global workforce by over 900 employees primarily within professional and clerical functions, with limited impact on manufacturing or supply chain operations. Professional and clerical employee separations in the U.S. were mostly executed by the end of 2025, with international actions expected to occur in 2026, subject to applicable local law and consultation requirements. In addition, the Company closed approximately 20 Yankee Candle stores in the U.S. and Canada in January 2026 as part of a retail optimization initiative aligned with modern consumer shopping behaviors and the Company's multi-channel strategy. The Company expects to record $75 million to $90 million of restructuring and restructuring-related charges in connection with the Productivity Plan, primarily for severance and associated costs, with most of the charges to be recognized by the end of 2026.

In connection with the Productivity Plan, the Company recorded restructuring and restructuring-related costs for the periods indicated as follows (in millions):

Other Restructuring and Restructuring-Related Costs

The Company also incurs other restructuring and restructuring-related costs in connection with various discrete initiatives as well as previously announced but substantially completed restructuring activities. Restructuring-related costs are recorded in cost of products sold and selling, general and administrative expenses (“SG&A”) in the Condensed Consolidated Statements of Operations based on the nature of the underlying charges incurred.

The Company recorded restructuring costs, net and restructuring-related costs in connection with various discrete initiatives as well as previously announced but substantially completed restructuring activities for the periods indicated as follows (in millions):

Restructuring costs, net incurred by reportable business segments for all restructuring activities for the periods indicated are as follows (in millions):

Accrued restructuring costs related to all restructuring activities for the nine months ended September 30, 2026 were as follows (in millions):

Footnote 4 —Inventories

Inventories are comprised of the following (in millions):

Footnote 5 —Property, Plant and Equipment, Net

Property, plant and equipment, net, is comprised of the following (in millions):

Depreciation expense was $45 million and $47 million for the three months ended September 30, 2026 and 2025, respectively, and $138 million and $137 million for the nine months ended September 30, 2026 and 2025, respectively.

Footnote 6 —Goodwill and Other Intangible Assets, Net

Goodwill activity for the nine months ended September 30, 2026 is as follows (in millions):

During the third quarter of 2026, the Company concluded that a triggering event had occurred for the goodwill associated with the Commercial reporting unit, in the H&CS segment, as a result of a downward revision of forecasted cash flows primarily due to lower profitability expectations driven by higher operating costs, as well as rising interest rates, which increased the discount rate used in the fair value determination. The Company performed a quantitative impairment test and concluded that the Commercial reporting unit goodwill was not impaired during the third quarter of 2026.

Other intangible assets, net, are comprised of the following (in millions):

(a)During the first quarter of 2026, the Company concluded that certain tradenames with aggregate carrying values of $107 million no longer qualified as indefinite‑lived intangibles. The tradenames were assigned estimated useful lives of 15 years. The financial statement impact associated to such change will not be material to the Company’s Condensed Consolidated Statement of Operations.

Amortization expense for intangible assets was $32 million and $30 million for the three months ended September 30, 2026 and 2025, respectively and $96 million and $94 million for the nine months ended September 30, 2026 and 2025, respectively.

During the third quarter of 2026, the Company concluded that a triggering event had occurred for an indefinite-lived tradename in the Commercial reporting unit, in the H&CS segment, as a result of a downward revision of forecasted cash flows primarily due to lower profitability expectations driven by higher operating costs, as well as rising interest rates, which increased the discount rate used in the fair value determination. The Company performed a quantitative impairment test and determined that the indefinite-lived tradename in the H&CS segment was impaired. During the three and nine months ended September 30, 2026, the Company recorded a non-cash impairment charge of $101 million, as the carrying value of the tradename exceeded its fair value. A hypothetical 10% reduction in the forecasted revenue and residual (excess) cash flows used in the excess earnings method applied in determining the fair value of the tradename would have resulted in an incremental impairment charge in the H&CS segment of $9 million. In addition, the Company concluded that the tradename, with a remaining carrying value of $87 million, no longer qualified as an indefinite‑lived intangible as of September 30, 2026. The tradename was assigned an estimated useful life of 15 years with amortization commencing on October 1, 2026. The financial statement impact associated with such change will not be material to the Company’s Condensed Consolidated Statement of Operations.

The Company’s goodwill and indefinite-lived intangibles are fair valued using discounted cash flows. Goodwill impairment testing requires significant use of judgment and assumptions including the identification of reporting units; the assignment of assets and liabilities to reporting units; and the estimation of future cash flows, business growth rates, terminal values and discount rates. The testing of indefinite-lived intangibles under established guidelines for impairment also requires significant use of judgment and assumptions, such as the estimation of cash flow projections, terminal values, royalty rates, contributory cross charges, where applicable, and discount rates. Accordingly, these fair value measurements fall in Level 3 of the fair value hierarchy. These assets and certain liabilities are measured at fair value on a nonrecurring basis as part of the Company’s annual impairment testing and as circumstances require.

At September 30, 2026, an indefinite-lived tradename in the H&CS segment was recorded at fair value based upon the Company’s impairment testing. The most significant unobservable input (Level 3) used to estimate the fair values of the Company's intangible assets is the discount rate. The discount rate used in the measurement was 11.5% for the indefinite-lived tradename.

Prior to the reclassification described above, the indefinite-lived tradename within the H&CS segment was fair valued at $87 million on a non-recurring basis in connection with a triggering event that occurred during the third quarter of 2026.

Footnote 7 —Supplemental Balance Sheet Information

Prepaid expenses and other current assets are comprised of the following (in millions):

(a)Balance at September 30, 2026 includes the IEEPA Tariffs refund receivable. See Footnote 14 for additional information.

(b)See Footnote 1 - Fair Value Measurementsfor additional information.

Other accrued liabilities are comprised of the following (in millions):

Footnote 8 —Debt

Debt is comprised of the following at the dates indicated (in millions):

(a)Included in long-term debt at September 30, 2026, based on maturity provisions described hereafter.

(b)Included in short-term debt and current portion of long-term debt at December 31, 2025.

Senior Notes

In August 2026, in an offering exempt from the registration requirements of the Securities Act of 1933 and all state securities laws, the Company completed the offering and sale of $600 million of 6.250% senior notes due 2031 (the “2031 Notes”) and received proceeds of $592 million, net of fees and expenses paid. The 2031 Notes were issued pursuant to an indenture, dated as of August 19, 2026, between the Company and U.S. Bank Trust Company, National Association (the “Indenture”). The Indenture provides, among other things, that the 2031 Notes are the senior unsecured obligations of the Company and include covenants that limit the ability of the Company and its subsidiaries to incur or guarantee additional debt, create or permit certain liens, redeem or repurchase certain debt, consummate certain asset sales, make certain loans and investments, consolidate, merge, or sell all or substantially all of the Company and its subsidiaries assets, enter into certain transactions with affiliates and pay distributions on, or redeem or repurchase the Company’s capital stock, subject in each case to certain qualifications and exceptions, including the termination of certain of these covenants upon the 2031 Notes receiving investment grade credit ratings. The Company used the net proceeds from the sale of the 2031 Notes to redeem in full its outstanding 6.375% senior notes due 2027 (the “2027 Notes”), pay related fees and expenses in connection with the offering and the redemption, and repay a portion of outstanding borrowings under its ABL Credit Facility (defined hereafter).

On August 20, 2026, the Company fully redeemed its 2027 Notes at a redemption price equal to 101.530% of the outstanding aggregate principal amount of the notes. The total consideration was approximately $508 million. The Company also paid accrued and unpaid interest to, but not including, the redemption date. The Company recorded $13 million loss on debt extinguishment, primarily composed of prepayment premiums and deferred loss on terminated interest rate swaps. See Footnote 9 for information on the interest rate swaps.

Revolving Credit Facility

On July 30, 2026 (the “Closing Date”), the Company, Newell Brands Ireland Services DAC, as a subsidiary borrower, and certain domestic and foreign subsidiary guarantors (the “Guarantors”), entered into afive-year asset-based revolving credit facility (the “ABL Credit Facility”) with a syndicate of banks led by JPMorgan Chase Bank, N.A., as administrative agent, pursuant to an ABL credit agreement governing the ABL Credit Facility (the “ABL Credit Agreement”). The ABL Credit Agreement provides for the ABL Credit Facility in the amount of up to $800 million, subject to a borrowing base comprised of, without limitation, qualified cash, accounts receivable, inventory, equipment and intellectual property. The ABL Credit Agreement also includes an uncommitted accordion feature whereby the Company can request certain lenders to increase commitments under the ABL Credit Facility by an aggregate amount not to exceed $500 million subject to certain conditions. Borrowings under the ABL Credit Agreement may be used for working capital needs and other general corporate purposes, including, on the Closing Date, the repayment and replacement of the Company's $1.00 billion senior secured revolving credit facility (the “Credit Revolver”) maturing in August 2027. On the Closing Date, the Company incurred $490 million of borrowings and used $490 million of such borrowings under the ABL Credit Agreement to repay borrowings under and refinance and replace the Credit Revolver. Included in the loss on extinguishment of debt was $3 million of unamortized deferred financing costs related to the Credit Revolver.

The ABL Credit Agreement (i) requires the Company to satisfy a Consolidated Fixed Charge Coverage Ratio (as defined in the ABL Credit Agreement) if borrowings exceed certain levels relative to capacity on each date during certain compliance testing periods and (ii) requires the Company and the Guarantors to grant a lien and security interest in certain assets consisting of, without limitation, deposit accounts, accounts receivable, inventory, equipment, intellectual property and certain other assets related to the foregoing in Eligible Jurisdictions (as defined in the ABL Credit Agreement).

Borrowings under the ABL Credit Facility denominated in U.S. Dollars bear interest based on the term secured overnight financing rate (“SOFR”) or daily SOFR or the alternate base rate, in each case, plus an applicable margin. The applicable margin is determined by reference to a pricing grid set forth in the ABL Credit Agreement based on the Company’s availability under the ABL Credit Facility, ranging from 1.50% to 2.00% for SOFR-based loans and 0.50% to 1.00% for alternate base rate loans. In addition, any unused portion of the ABL Credit Facility is subject to a commitment fee, also determined by reference to the pricing grid, ranging from 0.25% to 0.30%, based upon the Company’s average quarterly availability. Borrowings in certain foreign currencies bear interest at the applicable currency-specific benchmark rate plus the margin applicable to SOFR-based loans.

The ABL Credit Facility matures on the earlier of (i) July 30, 2031, as such date may be extended in accordance with the ABL Credit Agreement, and (ii) solely to the extent that any indebtedness in an aggregate principal amount of $125 million or more (“Material Indebtedness”) is outstanding as of the 91 st day prior to the then earliest scheduled maturity date of such Material Indebtedness and each day thereafter until and including the scheduled maturity date of such Material Indebtedness, the date that is 91 days prior to the then-stated maturity date of such Material Indebtedness. Borrowings under the ABL Credit Facility are classified as long-term debt as the facility has a contractual maturity date beyond twelve months from the balance sheet date.

In addition to outstanding borrowings under the ABL Credit Facility, availability under the ABL Credit Facility is subject to change in accordance with the terms of the ABL Credit Agreement, including in response to changes in the Company’s borrowing base or outstanding letters of credit under the ABL Credit Facility. At September 30, 2026, there was $741 million of availability under the ABL Credit Facility, based on the borrowing base and prior to giving effect to outstanding borrowings and letters of credit. The ABL Credit Facility provides for the issuance of up to $150 million of letters of credit, so long as there is sufficient availability for borrowing under the ABL Credit Facility. At September 30, 2026, the Company had approximately $46 million of outstanding standby letters of credit issued against the ABL Credit Facility and $215 million of outstanding borrowings under the ABL Credit Facility, resulting in a net availability of approximately $480 million.

Other

The indentures governing the Company’s senior notes contain usual and customary nonfinancial covenants, with the 8.500% notes due 2028,6.375% notes due 2030 and 6.625% notes due 2032 containing additional covenants as described in Footnote 8 of the Notes to the Consolidated Financial Statementsin the Company’s most recent Annual Report on Form 10-K, filed on February 13, 2026.

Weighted average interest rates are as follows:

The fair value of the Company’s senior notes are based upon prices of similar instruments in the marketplace and are as follows (in millions):

The carrying value of the ABL Credit Facility approximates fair value due to the variable-rate nature of the borrowings.

The carrying amounts of all other debt approximates fair value.

Footnote 9 —Derivatives

From time to time, the Company enters into derivative transactions to hedge its exposures to interest rate, foreign currency rate and commodity price fluctuations. The Company does not enter into derivative transactions for trading purposes. The Company is not a party to any derivative agreements that require collateral to be posted prior to settlement.

Interest Rate Contracts

The Company manages its fixed and floating rate debt mix using interest rate swaps. The Company may use fixed and floating rate swaps to alter its exposure to the impact of changing interest rates on its consolidated results of operations and future cash outflows for interest. Floating rate swaps would be used, depending on market conditions, to convert the fixed rates of long-term debt into short-term variable rates. Fixed rate swaps would be used to reduce the Company’s risk of the possibility of increased interest costs. The settlement of interest rate swaps is included in interest expense, net in the Condensed Consolidated Statements of Operations.

In August 2026, in conjunction with the redemption of the 2027 Notes, the Company terminated the interest rate swaps with an aggregate notional amount of $500 million that has been designated as fair value hedge against the principal of the 2027 Notes, prior to their maturity in September 2027. As a result of the early termination, the Company recognized an immaterial amount of loss, included in loss on extinguishment of debt in the Condensed Consolidated Statements of Operations. See Footnote 8 for additional information on the redemption of the 2027 Notes.

At September 30, 2026, the Company had approximately $500 million notional amount of interest rate swaps due September 2029 that exchange a fixed rate of interest for a variable rate of interest plus a weighted average spread. These floating rate swaps are designated as fair value hedges against the principal of the 6.625% senior notes due 2029 for the remaining life of the notes. The effective portion of the fair value gains or losses on these swaps is offset by fair value adjustments in the underlying debt.

Cross-Currency Contracts

The Company uses cross-currency swaps to hedge foreign currency risk on certain financing arrangements. These swaps mature on dates ranging from November 2026 to September 2029, with an aggregate notional amount of $2.11 billion.

Cross-currency swaps totaling $1.97 billion were designated as net investment hedges of the Company’s foreign currency exposure of its net investment in certain Euro-functional currency subsidiaries with Euro-denominated net assets. Under the terms of the swaps, the Company pays fixed or floating interest in Euros and receives fixed or floating interest in U.S. dollar. The Company has elected the spot method to assess hedge effectiveness. During the first and second quarters of 2026, the Company partially undesignatedone cross-currency swap prior to its September 2027 maturity. The swaps had notional amounts of approximately $112 million and $47 million, respectively.

During the first quarter of 2026, the Company entered intotwo cross-currency swap agreements with an aggregate notional amount of $145 million, which mature in February 2027. These swaps are designated as net investment hedges of the Company’s foreign currency exposure related to its net investment in certain Hong Kong dollar- and New Zealand dollar-functional currency subsidiaries. Under the terms of these swaps, the Company pays fixed interest in the respective local currencies and receives fixed interest in U.S. dollars.

During the three months ended September 30, 2026 and 2025, the Company recognized income of $6 million and $9 million, respectively and during the nine months ended September 30, 2026 and 2025, recognized income of $19 million and $26 million respectively, in interest expense, net, related to the portion of cross-currency swaps excluded from hedge effectiveness testing.

Foreign Currency Contracts

The Company uses forward foreign currency contracts to mitigate the foreign currency exchange rate exposure on the cash flows related to forecasted inventory purchases and sales with maturity dates through June 2027. The derivatives used to hedge these forecasted transactions that meet the criteria for hedge accounting are accounted for as cash flow hedges. The effective portion of the gains or losses on these derivatives is deferred as a component of AOCL until it is recognized in earnings at the same time that the hedged item affects earnings and is included in the same caption (net sales and cost of products sold) in the Company’s Condensed Consolidated Statement of Operations as the underlying hedged item. At September 30, 2026, the Company had outstanding forward foreign currency contracts with notional amount of approximately $119 million that are designated as cash flow hedges of forecasted inventory purchases and sales.

The Company also uses foreign currency contracts, primarily forward foreign currency contracts, to mitigate the foreign currency exposure of certain other foreign currency transactions. At September 30, 2026, the Company had approximately $1.25 billion notional amount outstanding of these foreign currency contracts that are not designated as effective hedges for accounting purposes and have maturity dates through September 2027. Fair market value gains or losses are included in the results of operations and are classified in other (income) expense, net in the Company’s Condensed Consolidated Statement of Operations.

The Company determines the fair value of its derivative instruments using standard pricing models and market-based assumptions for all significant inputs, such as yield curves and quoted spot and forward exchange rates. Accordingly, the Company’s derivative instruments are classified as Level 2 of the fair value hierarchy. At September 30, 2026 and December 31, 2025, the fair value of the Company’s derivative financial instruments designated as effective hedges were not material by type of instrument, with the exception of cross-currency swaps included in other noncurrent liabilities. At September 30, 2026, the fair value of the derivatives, designated as effective hedges, were recorded in prepaid expenses and other current assets, other accrued liabilities, and other noncurrent liabilities of $20 million, $107 million (including cross-currency swaps of $100 million) and $97 million (including cross-currency swaps of $81 million), respectively. At December 31, 2025, the fair value of the derivatives, designated as effective hedges, were recorded in prepaid expenses and other current assets, other accrued liabilities, and other noncurrent liabilities of $13 million, $68 million, and $196 million (including cross-currency swaps of $192 million), respectively. The fair value of the Company’s derivative financial instruments not designated as effective hedges were not material at September 30, 2026 and December 31, 2025.

Gain or loss activity related to the Company’s interest rate swaps and foreign currency contract derivative financial instruments, designated or previously designated as effective hedges and recognized in other comprehensive income (effective portion) were not material to any of the periods presented, except for cross-currency swaps. For the three months ended September 30, 2026 and 2025, the Company recognized gain of $19 million and $14 million, respectively, related to its cross-currency swaps, and for the nine months ended September 30, 2026 and 2025, recognized a gain of $80 million and loss of $275 million, respectively.

The amount reclassified from AOCL to income has been presented in Footnote 2. The gain or loss activity recognized related to derivatives that are not designated as hedging instruments were not material for the periods presented. Gains and losses on these derivatives are mostly offset by foreign currency movement in the underlying exposure.

At September 30, 2026, net deferred losses to be reclassified to earnings over the next twelve months are not expected to be material.

Footnote 10 —Income Taxes

The Company’s effective income tax rates for the three months ended September 30, 2026 and 2025 were a benefit of 12.0% and provision of 50.0%, respectively, and for the nine months ended September 30, 2026 and 2025 were a provision of 119.0% and 48.3%, respectively, reflecting a year-over-year decrease in forecasted pretax book income combined with an increase in income tax benefits.

The differences between the U.S. federal statutory income tax rate of 21.0% and the Company’s effective income tax rate for the three and nine months ended September 30, 2026 and 2025 were impacted by a variety of factors, primarily resulting from the geographic mix of where the income was earned, as well as certain taxable income inclusion items in the U.S. based on foreign earnings.

The three and nine months ended September 30, 2026 were impacted by certain discrete items. Income tax expense for the three months ended September 30, 2026 included discrete benefits of $28 million associated with the non-cash impairment charge, $14 million due to the finalization of the U.S. federal tax return, and $5 million related to settlement of certain pension plans in the United Kingdom. Income tax expense for the nine months ended September 30, 2026 also included a discrete expense of $24 million, primarily attributable to the tax effect of the IEEPA Tariffs refund recognized during the second quarter related to amounts previously expensed in 2025.

The three and nine months ended September 30, 2025 were impacted by certain discrete items. Income tax expense for the three months ended September 30, 2025 included discrete benefits of $16 million due to the finalization of tax returns in various jurisdictions, primarily the U.S. and Switzerland, offset by discrete expense of $5 million due to the revaluation of deferred tax assets for a statutory rate change in Germany and $5 million of tax expense related to the disposition of the Company’s equity interest in a joint venture. The nine months ended September 30, 2025 also included certain discrete items totaling $2 million of additional income tax benefit.

The Company files numerous consolidated and separate income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The statute of limitations for the Company’s U.S. federal income tax returns has expired for years prior to 2011 and for 2016. With few exceptions, the Company is no longer subject to other income tax examinations for years before 2016. During the second quarter of 2026, the Company received notification from the Internal Revenue Service (“IRS”) of its intent to examine the Company's federal income tax returns for tax years 2021 through 2024.

Other Matters

In July 2024, the Company filed a petition in the U.S. Tax Court disputing a proposed assessment by the IRS of$80 million in additional taxes and approximately$34 million in penalties plus additional interest to be calculated upon final settlement, related to the transfer pricing of services performed by certain of the Company’s foreign affiliates for the tax years 2011 through 2015. The Company believes it has recorded adequate reserves for any adjustments that may ultimately result from the matter. However, if the IRS were to prevail and the final assessment of additional tax, interest and penalties exceeds the Company's current reserves, such outcome could have a material adverse effect on the Company’s financial position and results of operations.

Footnote 11 —Weighted Average Shares Outstanding

(a)For the three and nine months ended September 30, 2026,9.9 million and 7.7 million, respectively, potentially dilutive share-based awards were excluded as their effect would be anti-dilutive.

At September 30, 2026 and 2025, there were no potentially dilutive share awards with performance-based targets that were not met.

The computation of diluted weighted-average shares outstanding excludes approximately 3.7 million and 8.9 million potential common shares for the three andnine months ended September 30, 2026, respectively and approximately 15.6 millionand 13.6 million potential common shares for the three andnine months ended September 30, 2025, respectively, as their effect would have been anti-dilutive.

Footnote 12 —Share-Based Compensation

During the nine months ended September 30, 2026, primarily in connection with its annual grant, the Company granted 3.2 million performance-based restricted stock units (“RSUs”), with an aggregate grant date fair value of $15 million. These performance-based RSUs entitle the recipients to shares of the Company’s common stock and vest approximately at the end of athree-year period, subject to continued employment. The actual number of shares that will ultimately be paid upon vesting is dependent on the level of achievement of the specified performance conditions.

During thenine months ended September 30, 2026, primarily in connection with its annual grant, the Company also granted 9.8 million time-based RSUs with an aggregate grant date fair value of $44 million. These time-based RSUs entitle recipients to shares of the Company’s common stock and generally vest in annual installments approximately over athree-year period, subject to continued employment.

Footnote 13 —Segment Information

The Company’sthree reportable segments are:

(a) and Ball®, TMs of Ball Corporation, used under license.

The President and Chief Executive Officer of the Company, who is the Chief Operating Decision Maker (the “CODM”) reviews the businesses asthree operating segments: Home and Commercial Solutions, Learning and Development and Outdoor and Recreation. This structure reflects the manner in which the CODM regularly assesses information for decision-making purposes, including the allocation of resources. The Company also provides general corporate services to its segments which is reported as a non-operating segment, Corporate.

The CODM evaluates the segments’ operating performance based on segment operating income, defined as net sales minus cost of products sold, segment SG&A (including share-based compensation at target for operating segment employees) and other segment costs. Segment SG&A includes an allocation of center-led corporate functions including the bonus for such corporate functions based on achieving 100% of the respective target. However, any variability in expense from such targets, favorable or unfavorable, is retained at corporate, and would be reflected as a corporate expense. Segment SG&A also does not include any allocation of share-based compensation related to such center-led corporate functions or any adjustments, favorable or unfavorable, between the actual share-based compensation achieved versus the share-based compensation at target for operating segment employees, which items are also reflected in corporate expense. The CODM considers budget-to-current forecast and prior actuals-to-current forecast variances for segment operating income on a periodic basis for evaluating performance of each segment and making decisions about allocating capital and other resources to each segment.

The Company’s results by segment are as follows (in millions):

(a)All intercompany transactions have been eliminated.

(b)Other segment costs primarily include segment restructuring costs, net and impairment of an indefinite-lived intangible asset (see Footnotes 3 and 6, respectively, for further information).

(c)Corporate expenses primarily include costs of operating as a public company, including retained costs of center-led corporate functions and corporate restructuring and restructuring-related costs (see Footnote 3 for further information). In addition, corporate expense includes all share-based compensation and all adjustments, favorable or unfavorable, between the actual bonus achieved versus the bonus at target for center-led corporate functions, as well as all adjustments, favorable or unfavorable, between the actual share-based compensation achieved versus the share-based compensation at target for operating segment employees.

Depreciation and amortization by segment are as follows (in millions):

Capital expenditures by segment are as follows (in millions):

Assets by segment are as follows at (in millions):

The following table disaggregates net sales(a) by major product grouping for the periods indicated (in millions):

The following table disaggregates net sales(a) by geography(b) for the periods indicated (in millions):

(a)All intercompany transactions have been eliminated.

(b)Geographic sales information is based on the region from which the products are shipped and invoiced.

Footnote 14 —Litigation and Contingencies

The Company is subject to various claims and lawsuits in the ordinary course of business, including from time to time, contractual disputes, employment and environmental matters, product and general liability claims, claims that the Company has infringed on the intellectual property rights of others, and consumer and employment class actions. Some of the legal proceedings include claims for punitive as well as compensatory damages. In the ordinary course of business, the Company is also subject to legislative requests, regulatory and governmental examinations, information requests and subpoenas, inquiries, investigations, and threatened legal actions and proceedings. In connection with such formal and informal inquiries, the Company receives numerous requests, subpoenas, and orders for documents, testimony and information in connection with various aspects of its activities.

The Company is party totwo certified class actions that relate to the Baby business in its L&D segment, alleging that the Company made misrepresentations in advertising claims with respect to certain products and seeking damages based on a price premium and statutory damages, where applicable, for each product sold. The first case is pending in United States District Court for the Northern District of Illinois. In that case, the district court certified classes forten states. The second case is pending in the United States District Court for the Northern District of Georgia. In that case, the district court certified classes forthree states. For these matters, the Company has determined that a loss is reasonably possible; however, the Company is unable to estimate a range of possible loss due to unresolved questions of fact and law. As the Company does not believe that any loss is probable in either case, the Company has not recorded a reserve for either of these matters. The Company intends to vigorously defend these matters; however, it is possible that an adverse outcome in either matter could be material to the Company’s financial results.

As a manufacturer and distributor of consumer products, the Company is subject to product liability claims, in particular with respect to its Baby business in the L&D segment and its Kitchen business in H&CS segment. Although the Company maintains product liability insurance in amounts that it believes are reasonable, that insurance is, in most cases, subject to significant self-insured retentions for which the Company is responsible, and the Company cannot assure that it will be able to maintain such insurance on acceptable terms, if at all, in the future, that product liability claims will not exceed the amount of insurance coverage or that any such losses will not be material.

Environmental Matters

The Company is involved in various matters concerning federal, state and foreign environmental laws and regulations, including matters in which the Company has been identified by the U.S. Environmental Protection Agency (“U.S. EPA”) and certain state environmental agencies as a potentially responsible party (“PRP”) at contaminated sites under the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”) and equivalent state laws. In assessing its environmental response costs, the Company has considered several factors, including the extent of the Company’s volumetric contribution at each site relative to that of other PRPs; the kind of waste; the terms of existing cost sharing and other applicable agreements; the financial ability of other PRPs to share in the payment of requisite costs; the Company’s prior experience with similar sites; environmental studies and cost estimates available to the Company; the effects of inflation on cost estimates; and the extent to which the Company’s, and other parties’ status as PRPs is disputed.

The Company’s estimate of environmental remediation costs associated with these matters at September 30, 2026 was $29 million which is included in other accrued liabilities and other noncurrent liabilities in the Consolidated Balance Sheets. No insurance recovery was taken into account in determining the Company’s cost estimates or reserves, nor do the Company’s cost estimates or reserves reflect any discounting for present value purposes, except with respect to certain long-term operations and maintenance CERCLA matters. Because of the uncertainties associated with environmental investigations and response activities, the possibility that the Company could be identified as a PRP at sites identified in the future that require the incurrence of environmental response costs and the possibility that sites acquired in business combinations may require environmental response costs, actual costs to be incurred by the Company may vary from the Company’s estimates.

Lower Passaic River Matter

Over 100 entities, including the Company and its subsidiary, Berol Corporation (together, the “Company Parties”), have been identified as PRPs at the Diamond Alkali Superfund Site (the “Site”) pursuant to CERCLA. The Site is divided into four “operable units,” and the Company Parties have received notice letters in connection with Operable

Unit 4 and Operable Unit 2 (which is geographically subsumed within Operable Unit 4). The U.S. EPA has issued records of decision for Operable Units 2 and 4 with selected remedies that it has estimated to cost approximately $1.80 billion in the aggregate. In September 2017, the U.S. EPA announced an allocation process involving roughly 80 PRPs, with the intent of offering cash-out settlements to a number of parties. The allocation process has concluded, and the Company Parties were placed in the lowest tier of relative responsibility among allocation parties. On January 31, 2024, U.S. EPA filed a motion to enter a modified consent decree to resolve the liability of the Company Parties and other settlement parties for past and future CERCLA response costs at Operable Unit 2 and Operable Unit 4 (the “Consent Decree”), which the court granted on December 18, 2024 (the "Consent Decree Litigation"). The Court’s order entering the Consent Decree has been appealed. As of the date of this filing, the Company does not expect that its share of payments toward the Consent Decree, if the Consent Decree is upheld following appellate review, will be material to the Company.

In June 2018, Occidental Chemical Corporation (“OCC”), a New York corporation, sued over 100 parties, including the Company Parties, in the U.S. District Court in New Jersey pursuant to CERCLA, requesting cost recovery, including past and future costs for investigation, design and remediation of Units 2 and 4, as well as contribution and a declaratory judgment (the “OCC Litigation”). The defendants, in turn, filed claims against 42 third-party defendants and counterclaims against OCC. OCC has also stated that it anticipates asserting claims against defendants regarding Newark Bay, which is also part of the Site, after the U.S. EPA has selected the Newark Bay remedy. The OCC Litigation is stayed pending the Court’s adjudication of the entry of the Consent Decree. At this time, the Company cannot predict the eventual outcome of the OCC Litigation.

In September 2025, OCC merged with and into an affiliated Texas limited liability company, and the surviving entity changed its name to Occidental Chemical Company, LLC. That entity then executed a divisional merger, splitting intotwo entities: Environmental Resource Holdings, LLC (“ERH”), and Occidental Chemical Corporation, a Texas corporation (“OCC TX”). Counsel for OCC in the Consent Decree Litigation filed an updated corporate disclosure, asserting that OCC “is now known as Environmental Resource Holdings LLC.” On February 6, 2026,35 companies filed a complaint against OCC TX in the U.S. District Court in New Jersey, alleging that OCC’s valuable assets were transferred to OCC TX, not ERH, and requesting a declaratory judgment that OCC TX is jointly and severally liable for OCC’s CERCLA liabilities.

In addition, federal trustees, including the U.S. Department of Commerce and Department of the Interior, continue to undertake a Natural Resource Damage Assessment with respect to the Site, having previously identified the Company Parties, along with numerous other entities, as PRPs.

Based on currently known facts and circumstances, the Company does not believe that the Lower Passaic River matter is reasonably likely to have a material impact on the Company’s results of operations. However, in the event of one or more adverse determinations related to this matter, including the OCC Litigation and Natural Resource Damage Assessment noted above (for which the Company cannot currently estimate the range of possible losses), it is possible that the ultimate liability resulting from this matter and the impact on the Company’s results of operations could be material. Because of the uncertainties associated with environmental investigations and response activities, the possibility that the Company could be identified as a PRP at sites identified in the future that require the incurrence of environmental response costs and the possibility that sites acquired in business combinations may require environmental response costs, actual costs to be incurred by the Company may vary from the Company’s estimates.

Tariff Matters

On February 20, 2026, the U.S. Supreme Court ruled that IEEPA does not authorize the imposition of tariffs, invalidating tariffs imposed under that statute in 2025 and early 2026 (“IEEPA Tariffs”). The ruling, however, did not address the availability, timing or mechanics of potential refunds. On March 4, 2026, the U.S. Court of International Trade (“CIT”) directed U.S. Customs and Border Protection (“CBP”) to facilitate refunds of IEEPA Tariffs. Subsequently, CBP commenced development of a process to facilitate the refund of previously paid IEEPA Tariffs, including applicable interest. Since the invalidation of the IEEPA Tariffs, the U.S. presidential administration has imposed additional new tariffs affecting the Company on a temporary basis under Section 122 of the Trade Act of 1974 and on a long-term basis under Section 301 of the Trade Act of 1974 and has also proposed the imposition of additional tariffs under Section 301.

The Company paid approximately $120 million and $20 million of IEEPA Tariffs during 2025 and 2026, respectively. The Company evaluated the probability and recoverability of IEEPA Tariffs previously paid and concluded that recovery was probable. Accordingly, during the second quarter of 2026, the Company recorded a receivable for the amounts previously paid, representing its best estimate of the expected refund for IEEPA Tariffs, with a corresponding reduction primarily to cost of products sold. During the second quarter of 2026, the Company recorded a pretax benefit of approximately $100 million related to IEEPA Tariffs expensed in the Company's Condensed Consolidated Statement of Operations in 2025 and a $38 million pretax benefit related to IEEPA Tariffs expensed in the Company’s Condensed Consolidated Statement of Operations for the nine months ended September 30, 2026 (including $26 million expensed during the first quarter of 2026). The aggregate IEEPA Tariffs receivable and an immaterial amount of interest were recorded within prepaid expenses and other current assets in the Condensed Consolidated Balance Sheet as of September 30, 2026. During the three months ended September 30, 2026, the Company received approximately $107 million in refund payments and an immaterial amount of related interest. See Footnote 7 for additional information.

The Company has been named as a defendant intwo putative class action lawsuits filed on May 22, 2026 and July 6, 2026 and now consolidated in the United States District Court for the Northern District of Georgia, alleging that the Company received windfall profits due to price increases taken in response to the invalidated IEEPA Tariffs and seeking a return of the above described IEEPA Tariff refund to affected consumers. The Company intends to vigorously defend this litigation.

Other Matters

In the normal course of business and as part of its acquisition and divestiture strategy, the Company may provide certain representations and indemnifications related to legal, environmental, product liability, tax or other types of issues. Based on the nature of these representations and indemnifications, it is not possible to predict the maximum potential payments under all of these agreements due to the conditional nature of the Company’s obligations and the unique facts and circumstances involved in each particular agreement. Historically, payments made by the Company under these agreements did not have a material effect on the Company’s business, financial condition or results of operations.

In connection with the Company’s sale of The United States Playing Card Company (“USPC”), Cartamundi, Inc. and Cartamundi España, S.L., (the “Buyers”) have notified the Company of their contention that certain representations and warranties in the Stock Purchase Agreement, dated June 4, 2019, were inaccurate and/or breached, and have sought indemnification to the extent that the Buyers are required to pay related damages arising out of a third party lawsuit that was recently filed against USPC.

Although the Company cannot predict the ultimate outcome of other proceedings with certainty, it believes that the ultimate resolution of the Company’s proceedings, including any amounts it may be required to pay in excess of amounts reserved, will not have a material effect on the Company’s Consolidated Financial Statements, except as otherwise described in this Footnote 14.

See Footnote 10 for information concerning certain proceedings currently pending in the U.S. Tax Court.

At September 30, 2026, the Company had approximately $64 million in standby letters of credit primarily related to the Company’s self-insurance programs, including workers’ compensation, product liability and medical expenses.

Footnote 15 —Subsequent Event

Effective as of October 2, 2026, the Company renewed and amended the Receivables Facility. As part of the renewal, the scheduled termination date was extended to October 1, 2027; the facility limit on factored receivables outstanding was amended to $75 million; obligor concentration limits were increased; and debt rating criteria were adjusted.