HELEN OF TROY LTD

Previous wording

As previously disclosed in our SEC filings, on May 2, 2025, Noel Geoffroy departed the Company as CEO. The Board of Directors appointed Brian Grass as the Company's interim CEO and has engaged a leading executive search firm to assist with the process to identify a permanent CEO. Mr. Grass is expected to serve as the interim CEO until a permanent CEO is appointed.

Current wording

As previously disclosed in our SEC filings, on May 2, 2025, Noel Geoffroy departed the Company as CEO, and the Board of Directors appointed Brian Grass as the Company’s interim CEO. Effective September 1, 2025, the Board of Directors appointed G. Scott Uzzell as the Company’s new CEO, and Mr. Grass transitioned back to his role as Chief Financial Officer at that time.

Previous wording

During the first quarter of fiscal 2026, we concluded a goodwill impairment triggering event had occurred due to a sustained decline in our stock price, and performed quantitative impairment testing on our goodwill and certain intangible assets. As a result of such testing, we recorded asset impairment charges of$414.4 million ($436.2 million after tax). Intangible asset impairment charges recognized for our Home & Outdoor segment totaled $219.1 million and included charges for our Hydro Flask and Osprey businesses of $120.8 million and $98.3 million, respectively. Intangible asset impairment charges recognized for our Beauty & Wellness segment totaled $195.3 million and included charges for our Drybar, Curlsmith, Health & Wellness and Revlon businesses of $103.7 million, $36.2 million, $35.8 million and $19.6 million, respectively. For additional information regarding the testing and analysis performed, refer to “Critical Accounting Policies and Estimates” in this Item 2., “Management's Discussion and Analysis of Financial Condition and Results of Operations.”

Current wording

During the first and second quarters of fiscal 2026, we concluded a goodwill impairment triggering event had occurred due to a sustained decline in our stock price, and performed quantitative impairment testing on our goodwill and certain intangible assets. As a result of such testing, we recorded pre-tax asset impairment charges as follows:

Previous wording

but subsequently paused for 90 days and replaced with a universal 10% tariff effective April 9, 2025, which is scheduled to revert to the previously specified tariff rates on July 9, 2025. The U.S. tariff policies are continuing to evolve as well as the corresponding impacts on global trade policies. As a result, our risks and mitigation plans, as further described below, will also continue to evolve as further developments arise. Any alteration of trade agreements and terms between China and the U.S., including limiting trade with China, imposing additional tariffs on imports from China, and potentially imposing other restrictions on imports from China to the U.S. may result in further or higher tariffs or retaliatory trade measures by China. For example, China announced a reciprocal 125% tariff on imports from the U.S. effective April 11, 2025, which was subsequently lowered to 10% effective May 14, 2025.

Current wording

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

Previous wording

The changes in tariffs described above did not have a material impact on our cost of goods sold during the first quarter of fiscal 2026. However, net sales revenue was negatively impacted by a combination of factors including the pause or cancellation of China direct import orders by key retailers in response to increased tariff rates, a slowdown in retailer orders following pull forward activity in the fourth quarter of fiscal 2025 due to tariff uncertainty, and lower consumer confidence and demand. Sales were also negatively impacted by evolving dynamics in the China market, including a shift toward localized fulfillment models and heightened competition from domestic sellers benefiting from government subsidies.

Current wording

Our cost of goods sold during the three and six months ended August 31, 2025 included $9.0 million and $10.5 million, respectively, of additional pre-tax costs related to the changes in tariffs described above. Net sales revenue during the first six months of fiscal 2026 was also negatively impacted by a combination of factors including the pause or cancellation of direct import orders from China by key retailers in response to increased tariff rates, a slowdown in retailer orders following pull forward activity in the fourth quarter of fiscal 2025 due to tariff uncertainty, and lower consumer confidence and demand. Sales were also negatively impacted by evolving dynamics in the China market, including a shift toward localized fulfillment models and heightened competition from domestic sellers benefiting from government subsidies.

Previous wording

In the first quarter of fiscal 2026, we adjusted our measures to reduce costs and preserve cash flow as the environment continued to evolve. While we have resumed targeted growth investments, we remain disciplined in our approach given continued tariff volatility. The current measures in place include the following:

Current wording

In the first quarter of fiscal 2026, we adjusted our measures to reduce costs and preserve cash flow as the environment continued to evolve. While we resumed targeted growth investments during the second quarter of fiscal 2026, we remain disciplined in our approach given continued tariff volatility. The measures in place continue to include the following:

Previous wording

The Federal Open Market Committee lowered the benchmark interest rate by 75 basis points and 25 basis points during the third and fourth quarters of fiscal 2025, respectively, resulting in lower average interest rates incurred during the first quarter of fiscal 2026 compared to the same period last year. As of May 31, 2025 and February 28, 2025, $750 million and $550 million of the outstanding principal balance under the Credit Agreement (as defined below), respectively, was hedged with interest rate swaps to fix the interest rate we pay. While the actual timing and extent of additional future changes in interest rates remains unknown, lower average interest rates would reduce interest expense on our outstanding variable rate debt not subject to the interest rate swaps. The financial markets, the global economy and global supply chain may also be adversely affected by the current or anticipated impact of military conflicts or other geopolitical events as well as recent U.S. tariff policies that are continuing to evolve and the corresponding impacts on global trade. High inflation and interest rates have also negatively impacted consumer disposable income, credit availability and spending, among others, which have adversely impacted our business, financial condition, cash flows and results of operations during fiscal 2025 and the first quarter of fiscal 2026 and may continue to have an adverse impact during the remainder of fiscal 2026. The evolving global tariff policies could adversely impact inflation and interest rates which could further negatively impact consumer disposable income, credit availability and spending. See further discussion below under “Consumer Spending and Changes in Shopping Preferences.” We expect continued uncertainty in our business and the global economy due to pressure from inflation, tariffs and consumer confidence, any of which may adversely impact our results.

Current wording

The Federal Open Market Committee lowered the benchmark interest rate by 75 basis points and 25 basis points during the third and fourth quarters of fiscal 2025, respectively, resulting in lower average interest rates incurred during the first six months of fiscal 2026 compared to the same period last year. The Federal Open Market Committee lowered the benchmark interest rate by 25 basis points subsequent to the second quarter of fiscal 2026. As of August 31, 2025 and February 28, 2025, $625 million and $550 million of the outstanding principal balance under the Credit Agreement (as defined below), respectively, was hedged with interest rate swaps to fix the interest rate we pay. While the actual timing and extent of additional future changes in interest rates remains unknown, lower average interest rates would reduce interest expense on our outstanding variable rate debt not subject to the interest rate swaps. The financial markets, the global economy and global supply chain may also be adversely affected by the current or anticipated impact of military conflicts or other geopolitical events, as well as recent U.S. tariff policies, that are continuing to evolve and the corresponding impacts on global trade. High inflation and interest rates have also negatively impacted consumer disposable income, credit availability and spending, among others, which have adversely impacted our business, financial condition, cash flows and results of operations during fiscal 2025 and the first six months of fiscal 2026 and may continue to have an adverse impact during the remainder of fiscal 2026. The evolving global tariff policies could adversely impact inflation and interest rates which could further negatively impact consumer disposable income, credit availability and spending. See further discussion below under “Consumer Spending and Changes in Shopping Preferences.” We expect continued uncertainty in our business and the global economy due to pressure from inflation, tariffs and consumer confidence, any of which may adversely impact our results.

Previous wording

Our business depends upon discretionary consumer demand for most of our products and primarily operates within mature and highly developed consumer markets. The principal driver of our operating performance is the strength of the U.S. retail economy. Approximately 69% and 67% of our consolidated net sales revenue was from U.S. shipments during the three month periods ended May 31, 2025 and 2024, respectively.

Current wording

Our business depends upon discretionary consumer demand for most of our products and primarily operates within mature and highly developed consumer markets. The principal driver of our operating performance is the strength of the U.S. retail economy. Approximately 72% and 73% of our consolidated net sales revenue was from U.S. shipments during the three months ended August 31, 2025 and 2024, respectively. For the six months ended August 31, 2025 and 2024, U.S. shipments were approximately 71% and 70% of our consolidated net sales revenue, respectively.

Previous wording

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

Current wording

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

Previous wording

Our concentration of sales reflects the continued evolution of consumer shopping preferences. Our net sales to pure-play online retailers and retail customers fulfilling end-consumer online orders, as well as our own online sales directly to consumers (collectively “online channel net sales”) comprised approximately 23% of our total consolidated net sales revenue for the three month period ended May 31, 2025, anddeclined approximately 18% compared to the same period in the prior year. For the three month period ended May 31, 2024, our online channel net sales comprised approximately 25% of our total consolidated net sales revenue, and declined approximately 14% compared to the same period in the prior year.

Current wording

Our concentration of sales reflects the continued evolution of consumer shopping preferences. Our net sales to pure-play online retailers and retail customers fulfilling end-consumer online orders, as well as our own online sales directly to consumers (collectively “online channel net sales”) comprised approximately 24% of our total consolidated net sales revenue for both the three and six months ended August 31, 2025, respectively, anddeclined approximately 22% and 20% compared to the same periods last year, respectively. For the three and six months ended August 31, 2024, our online channel net sales comprised approximately 29% and 27% of our total consolidated net sales revenue, respectively. Our online channel net sales grew approximately 1% for the three months ended August 31, 2024 and declined approximately 6% for the six months ended August 31, 2024 compared to the same periods last year.

Previous wording

With the continued importance of online sales in the retail landscape, many brick and mortar retailers are aggressively looking for ways to improve their customer delivery capabilities to be able to meet customer expectations. As a result, it has become increasingly important for us to leverage our distribution capabilities in order to meet the changing demands of our customers, including increasing our online capabilities to support our direct-to-consumer sales channels and online channel sales by our retail customers. To meet these needs, we completed the construction of an additional distribution facility in Gallaway, Tennessee that became operational during the first quarter of fiscal 2024. During the first quarter of fiscal 2025, we experienced automation system startup issues at the facility which impacted some of our Home & Outdoor segment's small retail customer and direct-to-consumer orders. As a result, our sales during the first quarter of fiscal 2025 were adversely impacted due to shipping disruptions, and we incurred additional costs and lost efficiency as we worked to remediate the issues. As a result of the remediation efforts performed, the automation system began to operate as designed during the third quarter of fiscal 2025, and we achieved targeted efficiency levels by the end of fiscal 2025.

Current wording

With the continued importance of online sales in the retail landscape, many brick and mortar retailers are aggressively looking for ways to improve their customer delivery capabilities to be able to meet customer expectations. As a result, it has become increasingly important for us to leverage our distribution capabilities in order to meet the changing demands of our customers, including increasing our online capabilities to support our direct-to-consumer sales channels and online channel sales by our retail customers. To meet these needs, we completed the construction of an additional distribution facility in Gallaway, Tennessee that became operational during the first quarter of fiscal 2024. During the first quarter of fiscal 2025, we experienced automation system startup issues at the facility which impacted some of our Home & Outdoor segment’s small retail customer and direct-to-consumer orders. As a result, our sales during the first quarter of fiscal 2025 were adversely impacted due to shipping disruptions, and we incurred additional costs and lost efficiency during both the first and second quarters of fiscal 2025 as we worked to remediate the issues. As a result of the remediation efforts performed, the automation system began to operate as designed during the third quarter of fiscal 2025, and we achieved targeted efficiency levels by the end of fiscal 2025.

Previous wording

During both the first quarters of fiscal 2025 and 2026, our gross margin and operating margins were favorably impacted by lower commodity and product costs driven by our cost of goods saving projects. Expectations regarding our Project Pegasus initiatives and our ability to realize targeted savings are based on management’s estimates available at the time and are subject to a number of assumptions that could materially impact our estimates.

Current wording

During both the first and second quarters of fiscal 2025 and 2026, our gross margin and operating margins were favorably impacted by lower commodity and product costs driven by our cost of goods saving projects. Expectations regarding our Project Pegasus initiatives and our ability to realize targeted savings are based on management’s estimates available at the time and are subject to a number of assumptions that could materially impact our estimates.

Previous wording

We did not incur any restructuring charges during the first quarter of fiscal 2025. During the three month period ended May 31, 2024, we incurred$1.8 million of pre-tax restructuring costs in connection with Project Pegasus. We made total cash restructuring payments of$2.9 million and $3.0 million during the three month periods ended May 31, 2025 and 2024, respectively, and had a remaining liability of$4.8 million as of May 31, 2025. See Note 8 to the accompanying condensed consolidated financial statements for additional information.

Current wording

During the three and six months ended August 31, 2024, we incurred$1.5 million and $3.4 million, respectively, of pre-tax restructuring costs in connection with Project Pegasus. We made total cash restructuring payments related to Project Pegasus of$4.0 million and $5.6 million during the six months ended August 31, 2025 and 2024, respectively, and had a remaining liability of$3.7 million as of August 31, 2025. See Note 8 to the accompanying condensed consolidated financial statements for additional information.

Previous wording

On December 23, 2021, Brita LP filed a complaint against Kaz USA, Inc. and Helen of Troy Limited in the U.S. District Court for the Western District of Texas (the “Patent Litigation”), alleging patent infringement by the Company relating to its PUR gravity-fed water filtration systems. Brita LP simultaneously filed a complaint with the U.S. International Trade Commission (“ITC”) against Kaz USA, Inc., Helen of Troy Limited and five other unrelated companies that sell water filtration systems (the “ITC Action”). The complaint in the ITC Action also alleged patent infringement by the Company with respect to a limited set of PUR gravity-fed water filtration systems. This action sought injunctive relief to prevent entry of certain accused PUR products (and certain other products) into the U.S. and cessation of marketing and sales of existing inventory already in the U.S. On February 28, 2023, the ITC issued an Initial Determination in the ITC Action, tentatively ruling against the Company and the other unrelated respondents. The ITC has a guaranteed review process, and thus all respondents, including the Company, filed a petition with the ITC for a full review of the Initial Determination. On September 19, 2023, the ITC issued its Final Determination in the Company’s favor. The ITC determined there was no violation by the Company and terminated the investigation. Brita LP is appealing the ITC's decision to the Federal Circuit (“CAFC Appeal”) and filed its Notice of Appeal on October 24, 2023. The Company intervened in the CAFC Appeal and oral argument has been scheduled for August 5, 2025. The Patent Litigation remains stayed for the time being. We cannot predict the outcome of these legal proceedings, the amount or range of any potential loss, when the proceedings will be resolved, or customer acceptance of any replacement water filter. Litigation is inherently unpredictable, and the resolution or disposition of these proceedings could, if adversely determined, have a material and adverse impact on our financial position and results of operations. For additional information regarding the Patent Litigation and the ITC Action, see Note 9 to the accompanying condensed consolidated financial statements.

Current wording

On December 23, 2021, Brita LP filed a complaint against Kaz USA, Inc. and Helen of Troy Limited in the U.S. District Court for the Western District of Texas (the “Patent Litigation”), alleging patent infringement by the Company relating to its PUR gravity-fed water filtration systems. Brita LP simultaneously filed a complaint with the U.S. International Trade Commission (“ITC”) against Kaz USA, Inc., Helen of Troy Limited and five other unrelated companies that sell water filtration systems (the “ITC Action”). The complaint in the ITC Action also alleged patent infringement by the Company with respect to a limited set of PUR gravity-fed water filtration systems. This action sought injunctive relief to prevent entry of certain accused PUR products (and certain other products) into the U.S. and cessation of marketing and sales of existing inventory already in the U.S. On February 28, 2023, the ITC issued an Initial Determination in the ITC Action, tentatively ruling against the Company and the other unrelated respondents. The ITC has a guaranteed review process, and thus all respondents, including the Company, filed a petition with the ITC for a full review of the Initial Determination. On September 19, 2023, the ITC issued its Final Determination in the Company’s favor. The ITC determined there was no violation by the Company and terminated the investigation. Brita LP is appealing the ITC’s decision to the Federal Circuit (“CAFC Appeal”) and filed its Notice of Appeal on October 24, 2023. The Company intervened in the CAFC Appeal and oral argument occurred on August 5, 2025. We are now awaiting the Federal Circuit’s opinion. The Patent Litigation remains stayed for the time being. We cannot predict the outcome of these legal proceedings, the amount or range of any potential loss, when the proceedings will be resolved, or customer acceptance of any replacement water filter. Litigation is inherently unpredictable, and the resolution or disposition of these proceedings could, if adversely determined, have a material and adverse impact on our financial position and results of operations. For additional information regarding the Patent Litigation and the ITC Action, see Note 9 to the accompanying condensed consolidated financial statements.

Previous wording

For the three months ended May 31, 2025, changes in foreign currency exchange rates had anunfavorable year-over-year impact on consolidated U.S. Dollar reported net sales revenue of approximately$1.0 million, or 0.2%, compared to afavorable year-over-year impact of$0.4 million, or 0.1%, for the same period last year.

Current wording

For the three months ended August 31, 2025, changes in foreign currency exchange rates had afavorable year-over-year impact on consolidated U.S. Dollar reported net sales revenue of approximately $0.2 million, or less than 0.1%, compared to an unfavorable year-over-year impact of$0.5 million, or 0.1%, for the same period last year. For the six months ended August 31, 2025, changes in foreign currency exchange rates had an unfavorable year-over-year impact on consolidated U.S. Dollar reported net sales revenue of approximately $0.8 million, or 0.1%, compared to anunfavorable year-over-year impact of$0.2 million, or less than 0.1%, for the same period last year.

Previous wording

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

Current wording

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

Previous wording

(1)Includes a full quarter of operating results from Olive & June, acquired on December 16, 2024. For additional information see Note 4 to the accompanying condensed consolidated financial statements.

Current wording

(1)The three and six months ended August 31, 2025 include a full three and six months, respectively, of operating results from Olive & June, acquired on December 16, 2024. For additional information see Note 4 to the accompanying condensed consolidated financial statements.

Previous wording

First Quarter Fiscal 2026 Financial Results

Current wording

Second Quarter Fiscal 2026 Financial Results

Previous wording

•Consolidated operating loss was $407.0 million for the three months ended May 31, 2025, compared to consolidated operating income of $30.8 million for the same period last year. Consolidated operating loss for the three months ended May 31, 2025 includes pre-tax asset impairment charges of $414.4 million. Consolidated operating margin decreased to (109.5)% of consolidated net sales revenue for the three months ended May 31, 2025, compared to 7.4% for the same period last year.

Current wording

•Consolidated operatingloss was $315.7 million for the three months ended August 31, 2025, compared to consolidated operating income of $34.9 million for the same period last year. Consolidated operating loss for the three months ended August 31, 2025 includes pre-tax asset impairment charges of $326.4 million. Consolidated operating margin decreased to (73.1)% of consolidated net sales revenue for the three months ended August 31, 2025, compared to 7.3% for the same period last year.

Previous wording

•Net loss was $450.7 million for the three months ended May 31, 2025, compared to net income of $6.2 million for the same period last year. Diluted loss per share was $19.65 for the three months ended May 31, 2025, compared to diluted earnings per share of $0.26 for the same period last year.

Current wording

•Net loss was $308.6 million for the three months ended August 31, 2025, compared to net income of $17.0 million for the same period last year. Diluted loss per share was $13.44 for the three months ended August 31, 2025, compared to diluted earnings per share of $0.74 for the same period last year.

Previous wording

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

Current wording

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

Previous wording

(1)Includes a full quarter of operating results from Olive & June, acquired on December 16, 2024. For additional information see Note 4 to the accompanying condensed consolidated financial statements.

Current wording

(1)The three and six months ended August 31, 2025 include a full three and six months, respectively, of operating results from Olive & June, acquired on December 16, 2024. For additional information see Note 4 to the accompanying condensed consolidated financial statements.

Previous wording

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

Current wording

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

Previous wording

Consolidated net sales revenue decreased $45.2 million, or 10.8%, to $371.7 million, compared to $416.8 million. The decline was driven by a decrease from Organic business of $71.0 million, or 17.0%, primarily due to:

Current wording

Consolidated net sales revenue decreased $42.4 million, or 8.9%, to $431.8 million, compared to $474.2 million. The decline was driven by a decrease from Organic business of $76.1 million, or 16.0%, primarily due to:

Previous wording

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

Current wording

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

Previous wording

Net sales revenue was favorably impacted by net foreign currency fluctuations of approximately $0.2 million, or 0.1%.

Current wording

The Olive & June acquisition contributed $33.4 million, or 7.0%, to consolidated net sales revenue growth. Consolidated net sales revenue was favorably impacted by net foreign currency fluctuations of approximately $0.2 million, or less than 0.1%.

Previous wording

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

Current wording

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

Previous wording

•continued competition, a net distribution loss year-over-year and a decrease in closeout channel sales in the insulated beverageware category;

Current wording

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

Previous wording

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

Current wording

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

Previous wording

•a decline in sales of hair appliances and prestige hair care products primarily due to softer consumer demand, increased competition, a net distribution loss year-over-year and the cancellation of direct import orders from China in response to higher tariffs.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Consolidated SG&A ratio increased 4.2 percentage points to 45.1%, compared to 40.9%. The increase in the consolidated SG&A ratio was primarily due to:

Current wording

Consolidated SG&A ratio increased 3.1 percentage points to 41.0%, compared to 37.9%. The increase in the consolidated SG&A ratio was primarily due to:

Previous wording

•CEO succession costs of $3.5 million;

Current wording

•CEO succession costs of $3.5 million; and

Previous wording

During the first quarter of fiscal 2026, we recorded asset impairment charges of$414.4 million ($436.2 million after tax) to reduce our goodwill by $317.0 million and our other intangible assets by $97.4 million.

Current wording

During thethree months ended August 31, 2025, we recorded asset impairment charges of $326.4 million ($294.0 million after tax) to reduce our goodwill by $292.6 million and our other intangible assets by $33.8 million. During the six months ended August 31, 2025, we recorded asset impairment charges of $740.8 million ($730.1 million after tax) to reduce our goodwill by $609.6 million and our other intangible assets by $131.2 million. For additional information regarding the testing and analysis performed, refer to “Critical Accounting Policies and Estimates” in this Item 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Previous wording

We did not record any asset impairment charges during the first quarter of fiscal 2025.

Current wording

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

Previous wording

We did not incur any restructuring charges during the first quarter of fiscal 2025. During the three month period ended May 31, 2024, we incurred$1.8 million of pre-tax restructuring costs in connection with Project Pegasus, which were primarily comprised of severance and employee related costs. During the three month periods ended May 31, 2025 and 2024, we made total cash restructuring payments of$2.9 million and $3.0 million, resp ectively. We had a remaining liability of $4.8 million asof May 31, 2025.

Current wording

During the three and six months ended August 31, 2024, we incurred$1.5 million and$3.4 million, respectively, of pre-tax restructuring costs in connection with Project Pegasus, which were primarily comprised of severance and employee related costs and professional fees. During the six months ended August 31, 2025 and August 31, 2024, we made total cash restructuring payments related to Project Pegasus of$4.0 million and$5.6 million, resp ectively and had a remaining liability of $3.7 million asof August 31, 2025.

Previous wording

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

Current wording

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

Previous wording

Consolidated operating loss was $407.0 million, or (109.5)% of net sales revenue, compared to consolidated operating income of $30.8 million, or 7.4% of net sales revenue. Operating loss in the first quarter of fiscal 2026 included $414.4 million of pre-tax asset impairment charges. The remaining 5.4 percentage point decrease in consolidated operating margin was primarily due to:

Current wording

Consolidated operating loss was $722.8 million, or (90.0)% of net sales revenue, compared to consolidated operating income of $65.6 million, or 7.4% of net sales revenue. Operating loss during the first six months of fiscal 2026 included $740.8 million of pre-tax asset impairment charges. The remai ning 5.2 percentage point decrease in consolidated operating margin was primarily due to:

Previous wording

•CEO succession costs of $3.5 million;

Current wording

•CEO succession costs of $3.5 million; and