HELEN OF TROY LTD
For the period ended Nov 4, 2026. Filed Nov 4, 2026.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Nov 4, 2026 · Filed Nov 4, 2026
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EX-99.3 · PROXY STATEMENT
proxy statement for the 2026 Annual General Meeting of Shareholders, which was filed with the SEC on June 24, 2026. These documents can be obtained free of charge from the source indicated above. Additional information regarding the interests of these participants in any proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in any proxy statement and other relevant materials to be filed with the SEC if and when they become available. Additional Information; Certain Information Regarding Participants Additional Information This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. No tender offer for the shares of the Company has commenced at this time. If a tender offer is commenced, the Company may file a solicitation/recommendation statement with the U.S. Securities and Exchange Commission (“SEC”). Any solicitation/recommendation statement filed by the Company that is required to be mailed to shareholders will be mailed to shareholders of the Company. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov. In addition, the Company may file a proxy statement with the SEC. Any definitive proxy statement will be mailed to shareholders of the Company. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov.
Appendix
Glossary of Terms Acquisition-related Expenses – Expenses associated with the definitive agreement to acquire Olive & June during the fourth quarter of fiscal 2025. Adjusted Diluted Earnings per Share (Adjusted Diluted EPS or Adjusted EPS) – Non-GAAP Adjusted Income divided by diluted shares outstanding Adjusted EBITDA – Earnings before interest, taxes, depreciation, acquisition-related expenses, asset impairment charges, CEO succession costs, divestiture litigation costs, EPA compliance costs, gain on sale of distribution facility, restructuring charges, non-cash share-based compensation expense, and intangible asset amortization expense (as applicable) Adjusted EBITDA Margin – Non-GAAP Adjusted EBITDA divided by net sales Adjusted Income – GAAP net income (loss) excluding divestiture litigation costs, gain on sale of distribution facility, restructuring charges, non-cash share-based compensation expense, and intangible asset amortization expense (as applicable) Asset Impairment Charges – Non-cash asset impairment charges were recognized to reduce goodwill and other intangible assets during fiscal 2026, which impacted both the Beauty & Wellness and Home & Outdoor segments, and to reduce the goodwill and definite-lived trade name of the Company's Drybar business during the fourth quarter of fiscal 2025, which impacted the Beauty & Wellness segment Cash Conversion Cycle – Calculated as days in the year divided by Inventory Turns, plus days sales outstanding, minus days payable outstanding CEO Succession Costs – Represents costs incurred in connection with the departure of the Company’s former CEO primarily related to severance and recruitment costs Divestiture Litigation Costs – Represents settlement costs and legal fees related to lawsuits involving products sold by the North America personal care business divested on June 7, 2021, for which the Company tendered indemnification E-commerce – Net sales to pure-play online retailers and retail customers fulfilling end- consumers online orders, as well as our own online sales directly to consumers EBITDA – Earnings before interest, taxes, depreciation and amortization expense, as reported EPA Compliance Costs –Settlement costs related to EPA packaging and labeling compliance for certain products in the air filtration, water filtration and humidification categories within the Beauty & Wellness segment Free Cash Flow (FCF) – Net cash provided by operating activities less capital and intangible asset expenditures FY – Fiscal year ending on the last day of February of the respective year Gain on sale of distribution facility – Represents a pre-tax gain on the sale of the Company’s distribution facility in Southaven, Mississippi which was completed on April 14, 2026, during the first quarter of fiscal 2027 Net Leverage Ratio – Calculated as (a) total borrowings under the Company’s credit agreement, net of unrestricted cash and cash equivalents, including readily marketable obligations issued, guaranteed or insured by the U.S. with maturities of two years or less, at the end of the current period, divided by (b) Adjusted EBITDA per the Company’s credit agreement (calculated as EBITDA plus non-cash charges and certain allowed addbacks, less certain non-cash income, plus the pro forma effect of acquisitions and certain pro forma run-rate cost savings for acquisitions and dispositions, as applicable for the trailing twelve months ended as of the current period) Restructuring Charges – Represents charges for severance and employee related costs. 14
Reconciliation of Non-GAAP Financial Measures – GAAP Operating Income (Loss) to EBITDA (Earnings (Loss) Before Interest, Taxes, Depreciation and Amortization), Adjusted EBITDA and Adjusted EBITDA Margin (Non-GAAP) (Unaudited) (in thousands) 15 NA = not applicable due to a change from an operating loss in the applicable prior-year period to operating income in the applicable current-year period FY25 Q2 FY25 Q3 FY25 Q4 FY26 Q1 FY26 Q2 FY26 Q3 FY26 Q4 FY27 Q1 FY27 Q2 Operating income (loss), as reported (GAAP) $ 34,852 $ 75,118 $ 2,015 $ (407,038) $ (315,717) $ (8,370) $ (50,956) $ 60,349 $ 22,919 Depreciation and amortization 13,792 13,222 14,198 14,084 12,860 12,837 13,514 13,377 13,020 Non-operating income, net 170 198 370 308 249 211 214 218 1,761 EBITDA (non-GAAP) 48,814 88,538 16,583 (392,646) (302,608) 4,678 (37,228) 73,944 37,700 Add: Acquisition-related expenses — — 3,035 — — — — — — Asset impairment charges — — 51,455 414,385 326,394 65,906 79,176 — — CEO succession costs — — — 3,484 — — — — — Divestiture litigation costs — — — — — — — — 4,002 EPA compliance costs — — — — — — 4,354 — — Gain on sale of distribution facility — — — — — — — (54,854) — Restructuring charges 1,526 3,518 7,943 — 3,005 — — — 2,543 Non-cash share-based compensation 5,487 4,730 5,326 296 9,372 5,030 2,187 6,437 5,143 Adjusted EBITDA (non-GAAP) $ 55,827 $ 96,786 $ 84,342 $ 25,519 $ 36,163 $ 75,614 $ 48,489 $ 25,527 $ 49,388 Adjusted EBITDA (non-GAAP) growth (decline) YoY (21.9)% (42.5)% 0.0 % 36.6 % Operating income (loss) growth (decline) YoY (111.1)% (2,628.8)% NA NA
Reconciliation of Non-GAAP Financial Measures – GAAP Net Income (Loss) to EBITDA (Earnings (Loss) Before Interest, Taxes, Depreciation and Amortization) and Adjusted EBITDA (Non-GAAP) (Unaudited) (in thousands) 15 FY25 Q2 FY25 Q3 FY25 Q4 FY26 Q1 FY26 Q2 FY26 Q3 FY26 Q4 FY27 Q1 FY27 Q2 Net income (loss), as reported (GAAP) $ 17,014 $ 49,616 $ 50,917 $ (450,718) $ (308,643) $ (84,056) $ (55,565) $ 35,762 $ 4,632 Interest expense 13,216 12,164 13,999 13,808 14,221 15,855 13,855 12,243 10,892 Income tax expense (benefit) 4,792 13,536 (62,531) 30,180 (21,046) 60,042 (9,032) 12,562 9,156 Depreciation and amortization 13,792 13,222 14,198 14,084 12,860 12,837 13,514 13,377 13,020 EBITDA (non-GAAP) 48,814 88,538 16,583 (392,646) (302,608) 4,678 (37,228) 73,944 37,700 Add: Acquisition-related expenses — — 3,035 — — — — — — Asset impairment charges — — 51,455 414,385 326,394 65,906 79,176 — — CEO succession costs — — — 3,484 — — — — — Divestiture litigation costs — — — — — — — — 4,002 EPA compliance costs — — — — — — 4,354 — — Gain on sale of distribution facility — — — — — — — (54,854) — Restructuring charges 1,526 3,518 7,943 — 3,005 — — — 2,543 Non-cash share-based compensation 5,487 4,730 5,326 296 9,372 5,030 2,187 6,437 5,143 Adjusted EBITDA (non-GAAP) $ 55,827 $ 96,786 $ 84,342 $ 25,519 $ 36,163 $ 75,614 $ 48,489 $ 25,527 $ 49,388
Reconciliation of Non-GAAP Financial Measures – Net Leverage Ratio (Non-GAAP) (Unaudited) (in thousands) Twelve Months Ended FY26 Q1 FY26 Q2 FY26 Q3 FY26 Q4 FY27 Q1 FY27 Q2 Adjusted EBITDA (non-GAAP) $ 262,474 $ 242,810 $ 221,638 $ 185,785 $ 185,793 $ 199,018 Pro forma effect of the Olive & June acquisition 11,510 6,260 1,010 — — — Permitted adjustments per the credit agreement — — 6,946 11,118 13,870 15,043 Adjusted EBITDA per the credit agreement $ 273,984 $ 249,070 $ 229,594 $ 196,903 $ 199,663 $ 214,061 Total borrowings under the credit agreement, as reported (GAAP) $ 876,806 $ 898,619 $ 897,531 $ 785,544 $ 720,474 $ 676,544 Add: Outstanding letters of credit 9,460 9,460 — — — — Less: Unrestricted cash and cash equivalents (27,653) (27,227) (32,001) (23,683) (26,435) (27,291) Net debt $ 858,613 $ 880,852 $ 865,530 $ 761,861 $ 694,039 $ 649,253 Net leverage ratio (non-GAAP) 3.13 3.54 3.77 3.87 3.48 3.03 16
Twelve Months Ended February 28, Three Months Ended August 31, 2025 2026 2025 Operating income (loss), as reported (GAAP) $ 142,748 7.5 % $ 22,919 5.2 % $ (315,717) (73.1)% Depreciation and amortization 55,048 2.9 % 13,020 3.0 % 12,860 3.0 % Non-operating income, net 838 — % 1,761 0.4 % 249 0.1 % EBITDA (non-GAAP) 198,634 10.4 % 37,700 8.6 % (302,608) (70.1)% Add: Acquisition-related expenses 3,035 0.2 % — — % — — % Asset impairment charges 51,455 2.7 % — — % 326,394 75.6 % Divestiture litigation costs — — % 4,002 0.9 % — — % Restructuring charges 14,822 0.8 % 2,543 0.6 % 3,005 0.7 % Non-cash share-based compensation 21,376 1.1 % 5,143 1.2 % 9,372 2.2 % Adjusted EBITDA (non-GAAP) $ 289,322 15.2 % $ 49,388 11.2 % $ 36,163 8.4 % Reconciliation of Non-GAAP Financial Measures – GAAP Operating Income (Loss) to EBITDA (Earnings (Loss) Before Interest, Taxes, Depreciation and Amortization), Adjusted EBITDA and Adjusted EBITDA Margin (Non-GAAP) (Unaudited) (in thousands) 18
Twelve Months Ended February 28, Three Months Ended August 31, 2025 2026 2025 Net income (loss), as reported (GAAP) $ 123,751 6.5 % $ 4,632 1.1 % $ (308,643) (71.5)% Interest expense 51,922 2.7 % 10,892 2.5 % 14,221 3.3 % Income tax (benefit) expense (32,087) (1.7)% 9,156 2.1 % (21,046) (4.9)% Depreciation and amortization 55,048 2.9 % 13,020 3.0 % 12,860 3.0 % EBITDA (non-GAAP) 198,634 10.4 % 37,700 8.6 % (302,608) (70.1)% Add: Acquisition-related expenses 3,035 0.2 % — — % — — % Asset impairment charges 51,455 2.7 % — — % 326,394 75.6 % Divestiture litigation costs — — % 4,002 0.9 % — — % Restructuring charges 14,822 0.8 % 2,543 0.6 % 3,005 0.7 % Non-cash share-based compensation 21,376 1.1 % 5,143 1.2 % 9,372 2.2 % Adjusted EBITDA (non-GAAP) $ 289,322 15.2 % $ 49,388 11.2 % $ 36,163 8.4 % Reconciliation of Non-GAAP Financial Measures – GAAP Net Income (Loss) to EBITDA (Earnings (Loss) Before Interest, Taxes, Depreciation and Amortization), Adjusted EBITDA and Adjusted EBITDA Margin (Non-GAAP) (Unaudited) (in thousands) 17
Fiscal 2027 Outlook for Net Sales Revenue (Unaudited) (in thousands) Consolidated: Fiscal 2026 Fiscal 2027 Outlook Net sales revenue $ 1,786,290 $ 1,768,000 — $ 1,822,000 Net sales revenue (decline) growth (1.0)% — 2.0% 19
Reconciliation of Non-GAAP Financial Measures – Fiscal 2027 Outlook for GAAP Net Income (Loss) to EBITDA (Earnings (Loss) Before Interest, Taxes, Depreciation and Amortization), Adjusted EBITDA and Adjusted EBITDA Margin (Non-GAAP) (Unaudited) (in thousands) Fiscal 2025 Fiscal 2026 Fiscal 2027 Outlook Net income (loss), as reported (GAAP) $ 123,751 $ (898,982) $ 87,909 — $ 103,309 Interest expense 51,922 57,739 45,100 — 43,100 Income tax (benefit) expense (32,087) 60,144 41,900 — 41,900 Depreciation and amortization 55,048 53,295 52,000 — 48,000 EBITDA (non-GAAP) 198,634 (727,804) 226,909 — 236,309 Add: Acquisition-related expenses 3,035 — — — — Asset impairment charges 51,455 885,861 — — — CEO succession costs — 3,484 — — — Divestiture litigation costs — — 4,002 — 4,002 EPA compliance costs — 4,354 — — — Gain on sale of distribution facility — — (54,854) — (54,854) Restructuring charges 14,822 3,005 2,543 — 2,543 Non-cash share-based compensation 21,376 16,885 24,000 — 22,000 Adjusted EBITDA (non-GAAP) $ 289,322 $ 185,785 $ 202,600 — $ 210,000 Adjusted EBITDA margin (non-GAAP) 15.2 % 10.4 % 11.5 % — 11.5 % Adjusted EBITDA (non-GAAP) growth YoY 9.1 % — 13.0 % 20
Reconciliation of Non-GAAP Financial Measures – Fiscal 2027 Outlook for GAAP Diluted EPS to Adjusted Diluted EPS (Non-GAAP) and GAAP Effective Tax Rate to Adjusted Effective Tax Rate (Non-GAAP) (Unaudited) Six Months Ended August 31, 2026 Outlook for the Balance of the Fiscal Year (Six Months) Fiscal 2027 Outlook Tax Rate Fiscal 2027 Outlook Diluted EPS, as reported (GAAP) $ 1.69 $ 1.94 — $ 2.57 $ 3.63 — $ 4.26 32.2 % — 28.9 % Divestiture litigation costs 0.17 — — — 0.17 — 0.17 Gain on sale of distribution facility (2.29) — — — (2.29) — (2.29) Restructuring charges 0.11 — — — 0.11 — 0.11 Amortization of intangible assets 0.31 0.26 — 0.24 0.57 — 0.55 Non-cash share-based compensation 0.48 0.51 — 0.43 0.99 — 0.91 Income tax effect of adjustments 0.49 (0.07) — (0.05) 0.42 — 0.44 (5.2)% — (4.9)% Adjusted diluted EPS (non-GAAP) $ 0.96 $ 2.64 — $ 3.19 $ 3.60 — $ 4.15 27.0 % — 24.0 % 21
Reconciliation of Non-GAAP Financial Measures – Fiscal 2027 Outlook for GAAP Net Cash Provided by Operating Activities to Free Cash Flow (Non- GAAP) (Unaudited) (in thousands) Six Months Ended August 31, 2026 Outlook for the Balance of the Fiscal Year (Six Months) Fiscal 2027 Outlook Net cash provided by operating activities (GAAP) $ 56,451 $ 106,549 — $ 122,549 $ 163,000 — $ 179,000 Less: Capital and intangible asset expenditures (18,111) (24,889) — (20,889) (43,000) — (39,000) Free cash flow (non-GAAP) $ 38,340 $ 81,660 — $ 101,660 $ 120,000 — $ 140,000 22
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