HELEN OF TROY LTD

Condensed Consolidated Balance Sheets (Unaudited)

Condensed Consolidated Statements of Income (Loss) (Unaudited)

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

Condensed Consolidated Statements of Cash Flows (Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

August 31, 2026

Note 1 - Basis of Presentation and Related Information

Corporate Overview

The accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly our consolidated financial position as of August 31, 2026 and February 28, 2026, and the results of our consolidated operations for the interim periods presented. We follow the same accounting policies when preparing quarterly financial data as we use for preparing annual data. These statements should be read in conjunction with the consolidated financial statements and the notes included in our latest annual report on Form 10-K for the fiscal year ended February 28, 2026 (“Form 10-K”), and our other reports on file with the Securities and Exchange Commission (the “SEC”).

When used in these notes, unless otherwise indicated or the context suggests otherwise, references to “the Company”, “our Company”, “Helen of Troy”, “we”, “us”, or “our” refer to Helen of Troy Limited and its subsidiaries, which are all wholly-owned. We refer to our common shares, par value $0.10 per share, as “common stock.” References to “fiscal” in connection with a numeric year number denotes our fiscal year ending on the last day of February, during the year number listed. References to “the FASB” refer to the Financial Accounting Standards Board. References to “GAAP” refer to accounting principles generally accepted in the United States of America (the “U.S.”). References to “ASU” refer to the codification of GAAP in the Accounting Standards Updates issued by the FASB. References to “ASC” refer to the codification of GAAP in the Accounting Standards Codification issued by the FASB.

We incorporated as Helen of Troy Corporation in Texas in 1968 and were reorganized as Helen of Troy Limited in Bermuda in 1994. We are a leading global consumer products company offering creative products and solutions for our customers through a diversified portfolio of brands. Our portfolio of brands includes OXO, Hydro Flask, Osprey, Vicks, Braun, Honeywell, PUR, Hot Tools, Drybar, Curlsmith, Revlon and Olive & June, among others. As of August 31, 2026, we operatedtwo reportable segments: Home & Outdoor and Beauty & Wellness.

Our Home & Outdoor segment offers a broad range of outstanding world-class brands that help consumers enjoy everyday living inside their homes and outdoors. Our innovative products for home activities include food preparation and storage, cooking, cleaning, organization and beverage service. Our outdoor performance range, on-the-go food storage and beverageware includes lifestyle hydration products, coolers and food storage solutions, backpacks and travel gear. The Beauty & Wellness segment provides consumers with a broad range of outstanding world-class brands for beauty and wellness. In Beauty, we deliver innovation through products such as hair styling appliances, grooming tools, liquid and aerosol personal care products and nail care solutions that help consumers look and feel more beautiful. In Wellness, we are there when you need us most with highly regarded humidifiers, thermometers, water and air purifiers, heaters and fans.

Our business is seasonal due to different calendar events, holidays and seasonal weather and illness patterns. Our fiscal reporting period ends on the last day in February. Historically, our highest sales volume and operating income occur in our third fiscal quarter ending November 30th. We purchase our products from unaffiliated manufacturers, most of which are located in China, Vietnam, Mexico and the U.S.

Principles of Consolidation

The accompanying condensed consolidated financial statements are prepared in accordance with GAAP and include all of our subsidiaries. Our condensed consolidated financial statements are prepared in U.S. Dollars. All intercompany balances and transactions are eliminated in consolidation.

The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results may differ materially from those estimates.

Note 2 - New Accounting Pronouncements

There have been no changes in the information provided in our Form 10-K.

Note 3 - Gain on Sale of Distribution Facility

On April 14, 2026, we completed the sale of our distribution facility in Southaven, Mississippi for a total sales price of $82.0 million, less costs to sell of $3.8 million. Accordingly, we recognized a gain on the sale of $54.9 million within SG&A during the first quarter of fiscal 2027, which was recognized by our Beauty & Wellness segment. The final related property and equipment totaling $23.3 million, net of accumulated depreciation of $29.4 million, was derecognized from the condensed consolidated balance sheet. We used the proceeds from the sale to repay amounts outstanding under our credit facility.

Note 4 - Accrued Expenses and Other Current Liabilities

A summary of accrued expenses and other current liabilities was as follows:

Note 5 - Goodwill and Intangibles

We perform annual impairment testing each fiscal year and interim impairment testing, if necessary. We write down any asset deemed to be impaired to its fair value.

During the first six months of fiscal 2027, we didnot identify any circumstances or conditions which suggest that the carrying value of our goodwill and other intangible assets might be impaired and did not recognize any asset impairment charges.

During the first and second quarters of fiscal 2026, we concluded that a goodwill impairment triggering event had occurred due to a further sustained decline in our stock price, resulting in our carrying value (excluding long-term debt) exceeding the Company’s total enterprise value (market capitalization plus long-term debt). Additional factors that contributed to these conclusions included downward revisions to our internal forecasts and strategic long-term plans, which reflected the tariff policies in effect and the related macroeconomic environment at the end of our first and second quarters of fiscal 2026, including the corresponding impact on consumer spending and retailer orders. These factors were applicable to all of our reporting units, indefinite-lived trademark licenses and trade names and definite-lived trademark licenses, trade names and certain other intangible assets. Thus, we performed quantitative impairment testing on our goodwill and intangible assets described above during the first and second quarters of fiscal 2026.

We estimate the fair value of our trade names and trademark licenses using the relief from royalty method income approach which is based upon projected future discounted cash flows (“DCF Model”). We estimate the fair value of our customer relationships and lists using the distributor method income approach which is based upon a DCF Model. After adjusting the carrying values of our indefinite-lived and definite-lived intangible assets, the Company completed quantitative impairment testing for goodwill. We estimate the fair value of our reporting units using an income approach based upon projected future discounted cash flows.

Based on the outcome of these assessments, we recognized pre-tax asset impairment charges as follows:

(1)Asset impairment charges recognized for our Home & Outdoor segment during the three months ended August 31, 2025 included goodwill impairment charges of $41.7 million and $19.8 million related to our Hydro Flask and Osprey reporting units, respectively, and trade name impairment charges of $21.0 million and $3.0 million related to our Osprey and Hydro Flask indefinite-lived trade names, respectively. Asset impairment charges recognized for our Home & Outdoor segment during the six months ended August 31, 2025 included goodwill impairment charges of $115.9 million and $113.1 million related to our Hydro Flask and Osprey reporting units, respectively, trade name impairment charges of $40.0 million and $26.0 million related to our Hydro Flask and Osprey indefinite-lived trade names, respectively, and impairment charges of $8.8 million and $0.8 million related to our Hydro Flask customer relationships and other intangible assets, respectively.

(2)Asset impairment charges recognized for our Beauty & Wellness segment during the three months ended August 31, 2025 included goodwill impairment charges of $159.9 million, $46.8 million and $24.5 million related to our Health & Wellness, Drybar and Curlsmith reporting units, respectively, trade name impairment charges of $3.9 million, $1.0 million, and $1.0 million related to our Curlsmith definite-lived trade name, PUR indefinite-lived trade name and Drybar definite-lived trade name, respectively, and impairment charges of $3.9 million related to our Revlon trademark license. Asset impairment charges recognized for our Beauty & Wellness segment during the six months ended August 31, 2025 included goodwill impairment charges of $189.6 million, $134.1 million and $56.8 million related to our Health & Wellness, Drybar and Curlsmith reporting units, respectively, trade name impairment charges of $7.8 million, $7.0 million and $3.8 million related to our Curlsmith definite-lived trade name, PUR indefinite-lived trade name and Drybar definite-lived trade name, respectively, and impairment charges of $23.5 million, $10.7 million and $2.8 million related to our Revlon trademark license, Drybar customer relationships and Drybar other intangible assets, respectively.

During the first quarter of fiscal 2026, in connection with our annual budgeting and forecasting process, management reduced its forecasts for net sales revenue, gross margin and earnings before interest and taxes to reflect the tariff policies in effect and the related macroeconomic environment at the end of our first quarter of fiscal 2026, including the corresponding impact on consumer spending and retailer orders, as applicable. The revised forecasts also resulted in management selecting lower residual growth rates, which were also reflective of revised long-term industry growth expectations, and royalty rates, as applicable. During the second quarter of fiscal 2026, management further reduced its forecasts for net sales revenue, gross margin and earnings before interest and taxes to reflect the tariff policies in effect and the related macroeconomic environment at the end of our second quarter of fiscal 2026, including the impact on consumer spending, retailer orders and China cross border ecommerce due to a shift to localized distribution, as applicable.

Note 6 - Share-Based Compensation Plans

As part of our compensation structure, we grant share-based compensation awards to certain employees and non-employee members of our Board of Directors during the fiscal year. These awards may be subject to attainment of certain service conditions, performance conditions and/or market conditions. In connection with our annual grant during the first quarter of fiscal 2027, we granted 921,095 service condition awards (“Service Condition Awards”) with a weighted average grant date fair value of $16.47. Additionally, we granted 449,304 performance-based awards during the first quarter of fiscal 2027, of which 299,550 contained performance conditions (“Performance Condition Awards”) and 149,754 contained market conditions (“Market Condition Awards”), with weighted average grant date fair values of $16.47 and $12.35, respectively. Refer to our Form 10-K for further information on the Company’s share-based compensation plans.

We recorded share-based compensation expense in SG&A as follows:

(1)Share-based compensation expense during the six months ended August 31, 2025 includes a benefit for Performance Condition Awards, as a result of a change in estimate from target achievement tozero percent achievement for Performance Condition Awards granted during fiscal 2024.

Unrecognized Share-Based Compensation Expense

As of August 31, 2026, our total unrecognized share-based compensation for all awards was $21.2 million, which will be recognized over a weighted average amortization period of 2.2 years. The total unrecognized share-based compensation reflects an estimate of target achievement for outstanding Performance Condition Awards granted during both fiscal 2027 and 2026, and a weighted average estimate of 80% of target achievement for outstanding Performance Condition Awards granted during fiscal 2025.

Note 7 - Repurchases of Common Stock

In August 2024, our Board of Directors authorized the repurchase of up to $500 million of our outstanding common stock. The authorization became effective August 20, 2024, for a period ofthree years, and replaced our former repurchase authorization. As of August 31, 2026, our repurchase authorization allowed for the purchase of $496.8 million of common stock.

Our current equity-based compensation plans include provisions that allow for the “net exercise” of share-settled awards by all plan participants. In a net exercise, any required payroll taxes and federal withholding taxes due from the share-based award holders are settled by having the holder tender back to us a number of shares at fair value equal to the amounts due. Net exercises are treated as repurchases of shares.

For the periods presented, there were no common stock open market repurchases. The following table summarizes our share repurchase activity in connection with share-based compensation for the periods shown:

Note 8 - Commitments and Contingencies

Legal Matters

We are involved in various legal claims and proceedings in the normal course of operations. We believe the outcome of these matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity, except as described below.

On June 7, 2021, we completed the sale of our North America personal care business to HRB Brands LLC (“HRB Brands”). After the sale, we were named as a defendant in multiple lawsuits related to the use of personal care products previously containing talcum powder, primarily Brut deodorant and Ammens powder sold by our wholly-owned subsidiary, Idelle Labs, Ltd. We tendered indemnification of these cases to HRB Brands, which assumed control of the defense of the claims. After many years, during the fourth quarter of fiscal 2026, HRB Brands asserted that it was contesting the indemnification of these cases and tendered the indemnification back to us. Consequently, in order to protect the Company and its rights and defenses, we began to defend these cases. The Company maintains its position that HRB Brands is obligated to defend and indemnify the Company against these claims and plans to vigorously contest HRB Brands’ position. With respect to the talcum powder cases, we believe we have substantial defenses to the claims. The ultimate outcome of enforcing our indemnification claims against HRB Brands and the litigation relating to the talcum cases is inherently uncertain, and we cannot predict its resolution. During the three and six months ended August 31, 2026, we accrued $4.0 million and $5.3 million, respectively, for potential settlements and legal fees and paid approximately $1.4 million during fiscal 2027 related to these cases. As of August 31, 2026, we had an estimated liability of approximately $5.4 million. We cannot estimate the amount or range of amounts by which the liability may exceed the accrual established because of (i) the inherent difficulty in projecting the number of claims that have not yet been asserted or the time period in which future claims may be asserted, (ii) the complaints nearly always assert claims against multiple defendants where the damages alleged are typically not attributed to individual defendants so that a defendant’s share of liability may turn on the law of joint and several liability, which can vary by state, and (iii) the many factors, developments and inherent uncertainties involved with litigation that could affect the Company’s estimate of the liability.

On June 2, 2026, the Company and certain of its officers were named as defendants in a purported federal securities class action lawsuit filed in the United States District Court for the Western District of Texas. The complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b‑5 relating to certain prior disclosures of the Company. The plaintiff seeks to represent a class of shareholders who purchased or otherwise acquired the Company’s common stock between April 24, 2024 and October 8, 2025. The Company believes the allegations asserted in the complaint are without merit and intends to defend them vigorously. At this early stage of the proceedings, the Company is unable to predict the outcome of this matter or reasonably estimate the possible loss or range of loss, if any.

Tariff Refunds

On March 4, 2026, the U.S. Court of International Trade issued an additional ruling that importers that paid tariffs under International Emergency Economic Powers Act (“IEEPA”) are due refunds and ordered U.S. Customs and Border Protection (“CBP”) to begin the refund process for all importers who were subject to IEEPA duties. During fiscal 2026 and 2027, we paid IEEPA tariffs totaling $80.5 million. On April 20, 2026, CBP launched Phase 1 of a process for submitting IEEPA refund claims, and on June 29, 2026, CBP launched Phase 2 of the IEEPA refund claims process. CBP has established the framework for Phase 3 of the IEEPA refund claims process, and the Company was notified in August 2026 of its eligibility to participate. The Company plans to start filing Phase 3 refund claims after CBP begins accepting submissions. As of August 31, 2026, we collected all our Phase 1 tariff refunds and concluded that our submitted Phase 2 tariff refund claims were probable of being recovered, substantially all of which were approved by CBP prior to August 31, 2026. As a result, during the three and six months ended August 31, 2026, we recognized reductions to “Cost of goods sold” of $26.9 million and $28.7 million, respectively. As of August 31, 2026, our receivable for tariff refunds included within prepaids and other current assets totaled $4.3 million and our reduction to inventory for tariff refunds totaled $0.8 million. During the six months ended August 31, 2026, we collected $25.3 million in tariff refunds. The Company will continue to monitor regulatory guidance regarding the refund process, file additional Phase 2 and Phase 3 claims and recognize additional recoveries when the right to receipt becomes probable.

EPA Regulatory Matter

During fiscal 2022 and 2023, we were in discussions with the U.S. Environmental Protection Agency (the “EPA”) regarding the compliance of packaging and labeling claims on certain of our products in the air and water filtration and humidification categories within the Beauty & Wellness segment that are sold in the U.S. The EPA did not raise any product quality, safety or performance issues. As a result of these packaging and labeling compliance discussions, we completed the repackaging and relabeling of impacted products during fiscal 2023. On August 25, 2026, we entered into a final administrative settlement with the EPA related to this matter for $4.4 million, which will be paid in the third quarter of fiscal 2027. As a result, the estimated liability we recognized during fiscal 2026 of $4.4 million remained outstanding as of August 31, 2026. For additional information refer to Part I, Item 2., “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” including “EPA Compliance Costs.”

Note 9 - Long-Term Debt

A summary of our long-term debt follows:

(1)The weighted average interest rates on borrowings outstanding under the Credit Agreement (defined below) inclusive of the impact of our interest rate swaps as of August 31, 2026 and February 28, 2026 were 5.5% and 5.7%, respectively.

Credit Agreement

We have an amended credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent, and other lenders that provides for aggregate commitments of $1.25 billion, which are available through (i) a $750 million revolving credit facility, which includes a $50 million sublimit for the issuance of letters of credit, (ii) a $250 million term loan facility, and (iii) a $250 million delayed draw term loan facility. Proceeds can be used for working capital and other general corporate purposes, including funding permitted acquisitions. During the first quarter of fiscal 2026, we borrowed $250.0 million under the delayed draw term loan facility and utilized the proceeds to repay debt outstanding under the revolving credit facility. During the first quarter of fiscal 2026, we capitalized $0.4 million of lender fees and a de minimis amount of third-party fees incurred in connection with the delayed draw term loan facility borrowing, which were recorded as prepaid financing fees in long-term debt. The Credit Agreement matures on February 15, 2029. The Credit Agreement includes an accordion feature, which permits the Company to request to increase its borrowing capacity by an additional $300 million plus an unlimited amount when the Leverage Ratio (as defined in the Credit Agreement), on a pro-forma basis, is less than 3.25 to 1.00. The term loans and delayed draw term loans are currently payable at the end of each fiscal quarter in equal installments of 1.25% of the original principal balance, with the remaining balance due at the maturity date. Borrowings under the Credit Agreement bear floating interest at either the Base Rate or Term SOFR (as defined in the Credit Agreement), plus a margin based on the Net Leverage Ratio (as defined in the Credit Agreement) of 0% to 1.375% and 1.0% to 2.375% for Base Rate and Term SOFR borrowings, respectively. We also incur loan commitment and letter of credit fees under the Credit Agreement ranging from 0.1% to 0.45% per annum and 1.0% to 2.375% per annum, respectively, based on our Net Leverage Ratio.

The floating interest rates on our borrowings under the Credit Agreement are hedged with interest rate swaps to effectively fix interest rates on $300 million and $325 million of the outstanding principal balance under the Credit Agreement as of August 31, 2026 and February 28, 2026, respectively. The weighted average interest rate on borrowings hedged with interest rate swaps was 3.3% as of both August 31, 2026 and February 28, 2026. The comparable Term SOFR interest rate as of both August 31, 2026 and February 28, 2026 was 3.7%. See Notes 10, 11, and 12 for additional information regarding our interest rate swaps.

As of August 31, 2026, the balance of outstanding letters of credit was $9.5 million, the amount available for revolving loans under the Credit Agreement was $528.8 million, and the amount available per the maximum Leverage Ratio was $277.3 million. Covenants in the Credit Agreement limit the amount of total indebtedness we can incur. As of August 31, 2026, these covenants effectively limited our ability to incur more than $277.3 million of additional debt from all sources, including the Credit Agreement.

Debt Covenants

As of August 31, 2026, we were in compliance with all covenants as defined under the terms of the Credit Agreement.

Note 10 - Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques under the accounting guidance related to fair value measurements are based on observable and unobservable inputs. These inputs are classified into the following hierarchy:

Level 1: Quoted prices for identical assets or liabilities in active markets;

Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable; and

Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.

Recurring Fair Value Measurements

All of our financial assets and liabilities, except for our investments in U.S. Treasury Bills and our contingent consideration liability, are classified as Level 2 because their valuation is dependent on observable inputs and other quoted prices for similar assets or liabilities, or model-derived valuations whose significant value drivers are observable. Our investments in U.S. Treasury Bills are classified as Level 1 because their value is based on quoted prices in active markets for identical assets. Our contingent consideration liability is classified as Level 3 because its valuation is primarily based on a significant input unobservable in the market, specifically, projected adjusted EBITDA derived from internal forecasts.

The following table presents the fair value of our financial assets and liabilities:

All of our financial assets and liabilities, except for our investments in U.S. Treasury Bills, are measured and recorded at fair value on a recurring basis. Our investments in U.S. Treasury Bills are recorded at amortized cost. As of August 31, 2026 and February 28, 2026, the current carrying amounts of our U.S. Treasury Bills were $2.4 million and $2.6 million, respectively, and were included within prepaid expenses and other current assets in our condensed consolidated balance sheets. As of August 31, 2026 and February 28, 2026, the non-current carrying amounts of our U.S. Treasury Bills were $8.9 million and

$8.5 million, respectively, and were included within other assets in our condensed consolidated balance sheets.

The carrying amounts of cash and cash equivalents, accounts payable, accrued expenses and other current liabilities and income taxes receivable and payable approximate fair value because of the short maturity of these items. The carrying amounts of receivables approximate fair value due to the effect of the related allowance for credit losses. The carrying amount of our floating rate long-term debt approximates its fair value.

Our investments in U.S. Treasury Bills are classified as held-to-maturity because we have the positive intent and ability to hold the securities to maturity. We invest in U.S. Treasury Bills with maturities ranging fromtwo tofive years. As of August 31, 2026, gross unrealized gains were immaterial and gross unrealized losses were $0.1 million. As of February 28, 2026, gross unrealized gains were $0.1 million and gross unrealized losses were immaterial. During the three and six months ended August 31, 2026, we recognized interest income on these investments of $0.1 million and $0.2 million, respectively, which is included in “Non-operating income, net” in our condensed consolidated statements of income (loss). During the three and six months ended August 31, 2025, we recognized interest income on these investments of $0.1 million and$0.2 million, respectively.

We use foreign currency forward contracts to manage our exposure to changes in foreign currency exchange rates. In addition, we use interest rate swaps to manage our exposure to changes in interest rates. All of our derivative assets and liabilities are recorded at fair value. See Notes 11 and 12 for more information on our derivatives.

The purchase consideration for the acquisition of Olive & June in December 2024 included contingent cash consideration of up to $15.0 million payable annually inthree equal installments subject to Olive & June achieving certain adjusted EBITDA targets during calendar years 2025, 2026 and 2027. If the annual adjusted EBITDA target is not met, no payment is required. As of the acquisition date, we recorded a liability for the estimated fair value of the contingent consideration of $4.1 million. This contingent consideration liability is remeasured at fair value each reporting period until the contingency is resolved, with changes in fair value recognized in SG&A. The fair value of the contingent consideration liability was determined using a Monte Carlo simulation model, which utilizes projected adjusted EBITDA and corresponding volatility and discount rates to estimate the probability of the adjusted EBITDA targets being achieved. The projected adjusted EBITDA during the earn-out period was derived from internal forecasts and represents a Level 3 input, and was discounted using an estimated discount rate of 14% and 13% as of August 31, 2026 and February 28, 2026, respectively. Adjusted EBITDA volatility was calculated based upon peer companies, and the third quartile of 37% and 41% was selected as a key input into the Monte Carlo simulation model as of August 31, 2026 and February 28, 2026, respectively. In the simulated scenarios where a payment is earned, the projected contingent payments were discounted using an estimated credit risk discount rate of 6.8% and 6.6%, as of August 31, 2026 and February 28, 2026, respectively. Changes in these inputs may result in a significant increase or decrease in the fair value of the contingent consideration liability with a corresponding impact to SG&A.

Level 3 Fair Value Measurements

The following table presents the changes in our Level 3 contingent consideration liability:

(1)Reflects a decrease in the estimated fair value of our contingent consideration liability, which was recognized in SG&A during the three and six months ended August 31, 2026. The fair value of the contingent consideration liability was determined to be de minimis as of August 31, 2026 based on Olive & June’s adjusted EBITDA forecasts and the inputs described above.

(2)Represents a contingent consideration payment of $5.0 million in April 2026 based on Olive & June’s achievement of the adjusted EBITDA target for calendar year 2025.

(3)As of August 31, 2025, the estimated fair value of the contingent consideration liability was $4.1 million, of which$1.8 million was included within accrued expenses and other current liabilities and$2.3 million was included within other liabilities, non-current in our condensed consolidated balance sheet.

Note 11 - Financial Instruments and Risk Management

Foreign Currency Risk

The U.S. Dollar is the functional currency for the Company and all of its subsidiaries and is also the reporting currency for the Company. By operating internationally, we are subject to foreign currency risk from transactions denominated in currencies other than the U.S. Dollar (“foreign currencies”). Such transactions include sales and operating expenses. As a result of such transactions, portions of our cash, accounts receivable and accounts payable are denominated in foreign currencies. Approximately 15% of our net sales revenue was denominated in foreign currencies during both the three and six months ended August 31, 2026, compared to 14% and 15% for the same periods last year, respectively. These sales were primarily denominated in Euros, British Pounds and Canadian Dollars. We make most of our inventory purchases from manufacturers in Asia and primarily use the U.S. Dollar for such purchases.

In our condensed consolidated statements of income (loss), foreign currency exchange rate gains and losses resulting from the remeasurement of foreign income tax receivables and payables and deferred income tax assets and liabilities are recognized in income tax expense (benefit), and all other foreign currency exchange rate gains and losses are recognized in SG&A. We recorded immaterial foreign currency exchange rate net gains, during both the three and six months ended August 31, 2026, in income tax expense (benefit), compared to net gains of $2.9 million and $9.5 million for the same periods last year, respectively. During the three and six months ended August 31, 2026, we recorded foreign currency exchange rate net losses of $0.1 million and $0.6 million, respectively, in SG&A, compared to net gains of $0.4 million and $2.1 million for the same periods last year, respectively. We mitigate certain foreign currency exchange rate risk by using forward contracts to protect against the foreign currency exchange rate risk inherent in our transactions denominated in foreign currencies. We do not enter into any derivatives or similar instruments for trading or other speculative purposes. Certain of our forward contracts are designated as cash flow hedges (“foreign currency contracts”) and are recorded on the balance sheet at fair value with changes in fair value recorded in Other Comprehensive Income (Loss) (“OCI”) until the hedge transaction is settled, at which point amounts are reclassified from Accumulated Other Comprehensive Income (Loss) (“AOCI”) to our condensed consolidated statements of income

(loss). Foreign currency derivatives for which we have not elected hedge accounting consist of certain forward contracts, and any changes in the fair value of these derivatives are recorded in our condensed consolidated statements of income (loss). These undesignated derivatives are used to hedge monetary net asset and liability positions. Cash flows from our foreign currency derivatives are classified as cash flows from operating activities in our condensed consolidated statements of cash flows, which is consistent with the classification of the cash flows from the underlying hedged item. We evaluate our derivatives designated as cash flow hedges each quarter to assess hedge effectiveness.

Interest Rate Risk

Interest on our outstanding debt as of August 31, 2026 and February 28, 2026 is based on variable floating interest rates. If short-term interest rates increase, we will incur higher interest expense on any future outstanding balances of floating rate debt. Floating interest rates are hedged with interest rate swaps to effectively fix interest rates on a portion of our outstanding principal balance under the Credit Agreement, which totaled $676.5 million and $785.5 million as of August 31, 2026 and February 28, 2026, respectively. As of August 31, 2026 and February 28, 2026, $300 million and $325 million of the outstanding principal balance under the Credit Agreement, respectively, was hedged with interest rate swaps to fix the interest rate we pay. Our interest rate swaps are designated as cash flow hedges and are recorded on the balance sheet at fair value with changes in fair value recorded in OCI until the hedge transaction is settled, at which point amounts are reclassified from AOCI to our condensed consolidated statements of income (loss). Cash flows from our interest rate swaps are classified as cash flows from operating activities in our condensed consolidated statements of cash flows, which is consistent with the classification of the cash flows from the underlying hedged item. We evaluate our derivatives designated as cash flow hedges each quarter to assess hedge effectiveness.

The following tables summarize the fair values of our derivative instruments as of the end of the periods presented:

(1)These forward contracts, for which we have not elected hedge accounting, hedge monetary net asset and liability positions for the notional amounts reported, creating an economic hedge against currency movements.

(2)Includes a forward-starting interest rate swap agreement with a notional amount of $100 million that became effective on March 1, 2026.

The pre-tax effects of derivative instruments designated as cash flow hedges were as follows for the periods presented:

The pre-tax effects of derivative instruments not designated under hedge accounting were as follows for the periods presented:

We expect a net gain of $1.9 million associated with foreign currency contracts and interest rate swaps currently recorded in AOCI to be reclassified into income over the next twelve months. The amount ultimately realized, however, will differ as exchange rates and interest rates change and the underlying contracts settle. See Notes 10 and 12 for more information.

Counterparty Credit Risk

Financial instruments, including foreign currency contracts, forward contracts and interest rate swaps, expose us to counterparty credit risk for non-performance. We manage our exposure to counterparty credit risk by only dealing with counterparties who are substantial international financial institutions with significant experience using such derivative instruments. We believe that the risk of incurring credit losses is remote.

Note 12 - Accumulated Other Comprehensive Income (Loss)

The changes in AOCI by component and related tax effects for the periods presented were as follows:

See Notes 10 and 11 for additional information regarding our cash flow hedges.

Note 13 - Segment and Geographic Information

Segment Information

We operate throughtwo strategic business divisions, each comprised of operating segments organized by our brands and product lines. Operating segments with similar economic and qualitative characteristics are aggregated into ourtwo reportable segments, which align with our strategic business divisions. Ourtwo reportable segments consist of Home & Outdoor and Beauty & Wellness. For additional information on our segments refer to Note 1.

Segment financial information is prepared in accordance with GAAP and our significant accounting policies described in Note 1 of our Form 10-K. Resources are allocated and performance is assessed using segment operating income by our Chief Executive Officer, whom we have determined to be our Chief Operating Decision Maker (“CODM”). Our CODM utilizes segment operating income when making decisions about allocating capital and personnel to the segments, predominantly in the annual budget and quarterly forecasting processes. In addition, our CODM uses operating income, including comparison of actual results to budget and forecast, in assessing the performance of each segment and in evaluating product pricing, distribution strategies and marketing investments. Our CODM reviews balance sheet information at a consolidated level. We compute segment operating income based on net sales revenue, less cost of goods sold, SG&A, asset impairment charges and restructuring charges. The SG&A used to compute each segment’s operating income is directly associated with the segment, plus shared services and corporate overhead expenses that are allocable to the segment. We do not allocate non-operating income and expense, including interest or income taxes, to operating segments.

The following tables summarize reportable segment information with a reconciliation to our condensed consolidated results for the periods presented:

(1)These significant expense categories and amounts align with the reportable segment information that is regularly provided to the CODM.

(2)Cost of goods sold during the three and six months ended August 31, 2026 includes reductions for tariff refunds recognized totaling $26.9 million and $28.7 million, respectively, of which $12.4 million and $14.2 millionwas recognized in our Home & Outdoor segment, respectively, and $14.5 million was recognized in our Beauty & Wellness segment for both thethree and six months ended August 31, 2026. See Note 8 for further information.

(3)Operating expense for both reportable segments includes SG&A expense and restructuring charges. Operating expense during thesix months ended August 31, 2026 also includes a gain of $54.9 million on the sale of our distribution facility in Southaven, Mississippi recognized in our Beauty & Wellness segment. Operating expense during the three and six months ended August 31, 2025 also includes asset impairment charges of $326.4 million and$740.8 million, respectively, of which $85.5 million and$304.6 million was recognized in our Home & Outdoor segment, respectively, and $240.9 million and $436.1 million was recognized in our Beauty & Wellness segment, respectively. See Note 3 and Note 5 for further information on the sale of our distribution facility and asset impairment charges, respectively.

The following tables summarize reportable segment information for the periods presented:

Geographic Information

The following table presents net sales revenue by geographic region, in U.S. Dollars:

(1)Domestic net sales revenue includes net sales revenue from the U.S. and Canada.

Note 14 - Income Taxes

We reorganized the Company in Bermuda in 1994, and many of our foreign subsidiaries are not directly or indirectly owned by a U.S. parent. As such, a significant portion of our foreign income is not subject to U.S. taxation on a permanent basis under current law. Additionally, our intangible assets are primarily owned by foreign affiliates, generally resulting in proportionally higher earnings in jurisdictions with statutory tax rates lower than the U.S. Taxable income in each jurisdiction, whether U.S. or foreign, is determined by the subsidiary’s operating results as well as applicable transfer pricing and tax regulations.

For interim periods, our income tax expense and resulting effective tax rate are based on an estimated annual effective tax rate, adjusted for the impact of discrete items recognized in the period. Jurisdictions with year-to-date or forecasted losses for which a tax benefit cannot be recognized are excluded from the estimated annual effective tax rate calculation, which may increase the effective tax rate in interim periods.

Discrete items are recognized in the period in which they occur and include changes in tax laws or rates, changes in estimates for uncertain tax positions, excess tax benefits or deficiencies from stock-based compensation, foreign currency remeasurement effects that cannot be reasonably estimated as part of the annual effective tax rate, and other infrequent or non-recurring items. Discrete items do not include the asset impairment charges described below and in Note 5.

During the three and six months ended August 31, 2025, we recognized goodwill and other intangible asset impairment charges of $326.4 million and $740.8 million, respectively, which included $246.0 million and $511.0 million, respectively, of non-deductible goodwill that did not result in a tax benefit. The tax benefit on the impairment charge was recognized over the course of fiscal 2026 in relation to pre-tax book income, rather than as a discrete item in the periods in which the charges were incurred.

The downward revisions to our internal forecasts utilized in our impairment testing during the first half of fiscal 2026 impacted our assessment of the future realizability of a related deferred tax asset, which led to the recording of discrete valuation allowances of $13.5 million and $30.0 million during the three and six months ended August 31, 2025, respectively.

For the three months ended August 31, 2026, income tax expense was $9.2 million on pre-tax income of $13.8 million, compared to an income tax benefit of $21.0 million on a pre-tax loss of $329.7 million for the same period last year. The increase in income tax expense and effective tax rate was primarily due to an increase in jurisdictions with losses excluded from the estimated annual effective tax rate calculation in fiscal 2027, and was also affected by impairment charges and the timing of related tax effects and deferred tax asset valuation allowances recognized in the same period last year.

For the six months ended August 31, 2026, income tax expense was $21.7 million on pre-tax income of $62.1 million, compared to income tax expense of $9.1 million on a pre-tax loss of $750.2 million for the same period last year. The increase in income tax expense and effective tax rate was primarily due to income tax expense recognized on the gain from the sale of our distribution facility in Southaven, Mississippi and an increase in jurisdictions with losses excluded from the estimated annual effective tax rate calculation in fiscal 2027, and was also affected by impairment charges and the timing of related tax effects and deferred tax asset valuation allowances recognized in the same period last year.

Note 15 - Earnings Per Share

We compute basic earnings per share using the weighted average number of shares of common stock outstanding during the period. We compute diluted earnings per share using the weighted average number of shares of common stock outstanding plus the effect of dilutive securities. Dilutive securities at any given point in time consist of issued and contingently issuable unvested restricted stock units, performance stock units, restricted stock awards and performance restricted stock awards. Anti-dilutive securities are not included in the computation of diluted earnings per share under the treasury stock method. See Note 6 to these condensed consolidated financial statements for more information regarding stock-based awards.

The following table presents our weighted average basic and diluted shares outstanding for the periods shown:

(1)Due to the net loss for thethree and six months ended August 31, 2025,53 thousand and 41 thousand incremental shares, respectively, from share-based compensation arrangements were excluded from the computation of diluted weighted average shares outstanding because their effect would be anti-dilutive.