Turning Point Brands, Inc.

Previous wording

The following Management’s Discussion and Analysis (“MD&A”) relates to the unaudited financial statements of Turning Point Brands, Inc., included elsewhere in this Quarterly Report on Form 10-Q. The MD&A is intended to enable the reader to understand the Company’s financial condition and results of operations, including any material changes in the Company’s financial condition and results of operations since December 31, 2024, and as compared with thethree and nine months ended September 30, 2024*.* The MD&A is provided as a supplement to and should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this Quarterly report on Form 10-Q, as well as“Management’s Discussion and Analysis of Financial Condition and Results of Operations”* contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the*“2024 Annual Report”).

Current wording

The following Management’s Discussion and Analysis (“MD&A”) relates to the unaudited financial statements of Turning Point Brands, Inc., included elsewhere in this Quarterly Report on Form 10-Q. The MD&A is intended to enable the reader to understand the Company’s financial condition and results of operations, including any material changes in the Company’s financial condition and results of operations since December 31, 2025, and as compared with thethree months ended March 31, 2025*.* The MD&A is provided as a supplement to and should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this Quarterly report on Form 10-Q, as well as“Management’s Discussion and Analysis of Financial Condition and Results of Operations”* contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the*“2025 Annual Report”).

Previous wording

Turning Point Brands, Inc. is a leading manufacturer, marketer and distributor of branded consumer products. We sell a wide range of products to adult consumers consisting of staple products with our iconic brands Zig-Zag® and Stoker’s® to fulfill evolving consumer preferences. Among other markets, we compete in the alternative smoking accessories and Other Tobacco Products (“OTP”) industries. The alternative smoking accessories market is a dynamic market experiencing robust secular growth driven by cannabinoid legalization in the U.S. and Canada, and positively evolving consumer perception and acceptance in North America. The OTP industry, which consists of non-cigarette tobacco products, exhibited low-single-digit consumer unit annualized declines during the year ended December 31, 2024, as reported by Management Science Associates, Inc. (“MSAi”) a third-party analytics and information company. Our segments are led by our core proprietary and iconic brands: Zig-Zag® in the Zig-Zag products segment, and Stoker’s® along with FRE®, Beech-Nut® and Trophy® in the Stoker’s products segment. Our businesses generate solid cash flow which we use to invest in our business, finance acquisitions, increase brand support, expand our distribution infrastructure, and strengthen our capital position. We currently ship to approximately 900 distributors with an additional 600 secondary, indirect wholesalers in the U.S. that carry and sell our products. Under the leadership of a senior management team with extensive experience in the consumer products, alternative smoking accessories and tobacco industries, we have grown and diversified our business through new product launches, category expansions, and acquisitions while concurrently improving operational efficiency.

Current wording

Turning Point Brands, Inc. is a leading manufacturer, marketer and distributor of branded consumer products. We sell a wide range of products to adult consumers consisting of staple products with our iconic brands Zig-Zag® and Stoker’s® and our next-generation products to fulfill evolving consumer preferences. Among other markets, we compete in the alternative smoking accessories and Other Tobacco Products (“OTP”) industries. The alternative smoking accessories market is a dynamic market experiencing robust secular growth driven by cannabinoid legalization in the U.S. and Canada and positively evolving consumer perception and acceptance in North America. The OTP industry, which consists of non-cigarette tobacco products, exhibited flat consumer unit annualized growth during the full year period ended 2025 as reported by MSAi a third-party analytics and information company. Our segments are led by our core proprietary and iconic brands: Zig-Zag® in the Zig-Zag products segment and Stoker’s® along with FRE®, Beech-Nut® and Trophy® in the Stoker’s products segment. Our businesses generate solid cash flow which we use to invest in our business, finance acquisitions, increase brand support, expand our distribution infrastructure, and strengthen our capital position. We currently ship to approximately 900 distributors with an additional approximately 600 secondary, indirect wholesalers in the U.S. that carry and sell our products. Under the leadership of a senior management team with extensive experience in the consumer products, alternative smoking accessories and tobacco industries, we have grown and diversified our business through new product launches, category expansions and acquisitions while concurrently improving operational efficiency.

Previous wording

We believe there are meaningful opportunities to grow through investing in organic growth, acquisitions and joint ventures across all product categories. Our products are available in approximately 200,000 U.S. retail locations which, with the addition of retail stores in Canada, brings our total North American retail presence to an estimated 220,000 points of distribution. Our sales team targets widespread distribution to all traditional retail channels, including convenience stores, and we have a growing e-commerce business.

Current wording

We believe there are meaningful opportunities to expand through investing in organic growth via acquisitions and joint ventures across all product categories. Our products are currently available in approximately 220,000 retail locations in North America. Our sales team targets widespread distribution to all traditional retail channels, including convenience stores, and we have a growing e-commerce business.

Previous wording

Net Sales: For the three months ended September 30, 2025, consolidated net sales increased $28.3 million, or 31.2% compared to the prior year period, driven primarily by an increase in the Stoker’s products segment.

Current wording

Net Sales: For the three months ended March 31, 2026, consolidated net sales increased $17.8 million, or 16.8% compared to the prior year period, driven primarily by an increase in the Stoker’s products segment.

Previous wording

For the three months ended September 30, 2025, net sales in the Zig-Zag products segment decreased $5.2 million, or 10.5% compared to the prior year period. The decrease in net sales was driven primarily by declines of $5.5 million in U.S. papers and wraps, and $1.8 million in the Clipper lighter business, partially offset by a $2.4 million increase in our Canadian products. Clipper has not been a focus area for the Company over the past several quarters and the Company was able to sell the majority of its inventory at a discounted rate with extended payment terms. We do not expect meaningful additional revenue from Clipper in future periods.

Current wording

For the three months ended March 31, 2026, net sales in the Zig-Zag products segment decreased $10.6 million, or 22.4% compared to the prior year period. The decrease in net sales was driven primarily by declines of $7.4 million in U.S. papers and wraps, $1.7 million in the Clipper lighter business, and $0.9 million in our Canadian products.

Previous wording

Gross Profit: For the three months ended September 30, 2025, consolidated gross profit increased $20.0 million, or 39.7% compared to the prior year period. Gross profit as a percentage of net sales increased to 59.2% for the three months ended September 30, 2025, compared to 55.6% for the three months ended September 30, 2024. The overall increase in gross profit was driven by increases in net sales in the Stoker's products segment and improved margin contribution from modern oral products.

Current wording

Gross Profit: For the three months ended March 31, 2026, consolidated gross profit increased $8.7 million, or 14.6% compared to the prior year period. Gross profit as a percentage of net sales decreased to 55.0% for the three months ended March 31, 2026, compared to 56.0% for the three months ended March 31, 2025. The overall increase in gross profit was driven by increases in net sales in the Stoker's products segment and driven by margin contribution from modern oral products.

Previous wording

For the three months ended September 30, 2025, gross profit in the Zig-Zag products segment decreased $1.9 million, or 7.1% compared to the prior year period. Gross profit as a percentage of net sales increased to 57.5% of net sales for the three months ended September 30, 2025, from 55.4% of net sales for the three months ended September 30, 2024, driven primarily by product mix.

Current wording

For the three months ended March 31, 2026, gross profit in the Zig-Zag products segment decreased $4.6 million, or 18.1% compared to the prior year period. Gross profit as a percentage of net sales increased to 57.1% of net sales for the three months ended March 31, 2026, from 54.1% of net sales for the three months ended March 31, 2025, driven primarily by product mix.

Previous wording

For the three months ended September 30, 2025, gross profit in the Stoker’s products segment increased $22.0 million, or 95.2% compared to the prior year period. Gross profit as a percentage of net sales increased to 60.2% of net sales for the three months ended September 30, 2025, from 55.8% of net sales for the three months ended September 30, 2024, primarily driven by improved margin contribution from modern oral products.

Current wording

For the three months ended March 31, 2026, gross profit in the Stoker’s products segment increased $13.3 million, or 39.1% compared to the prior year period. Gross profit as a percentage of net sales decreased to 54.0% of net sales for the three months ended March 31, 2026, from 57.5% of net sales for the three months ended March 31, 2025, primarily driven by margin contribution from modern oral products.

Previous wording

Selling, General, and Administrative Expenses: For the three months ended September 30, 2025, selling, general, and administrative expenses increased $15.0 million, or 50.5% compared to the prior year period, primarily due to increased shipping and selling costs related to the increase in modern oral sales in the quarter compared to the prior year period. Selling, general and administrative expenses in the three months ended September 30, 2025, included $0.5 million of expense related to PMTA, $1.9 million of stock options, restricted stock and incentives expense, $0.4 million of legal expenses incurred in connection with litigation related to an insurance claim, $0.8 million of transaction costs and $0.2 million of expense related to corporate restructuring. Selling, general and administrative expenses in the three months ended September 30, 2024, included $1.8 million of stock options, restricted stock and incentives expense, $1.2 million of expense related to PMTA, $0.9 million of transaction costs, $0.2 million of expense related to the implementation of the new ERP and CRM systems, and $0.2 million of expense related to corporate restructuring.

Current wording

Selling, General, and Administrative Expenses: For the three months ended March 31, 2026, selling, general, and administrative expenses increased $19.4 million, or 53.2% compared to the prior year period, primarily due to increased shipping and selling costs related to the increase in modern oral sales in the quarter compared to the prior year period. Selling, general and administrative expenses in the three months ended March 31, 2026, included $0.3 million of expense related to PMTA, $2.9 million of stock options, restricted stock and incentives expense, $0.2 million of legal expenses incurred in connection with litigation related to an insurance claim, and $0.1 million of expense related to corporate restructuring. Selling, general and administrative expenses in the three months ended March 31, 2025, included $1.7 million of stock options, restricted stock and incentives expense, $1.6 million of expense related to PMTA, $0.2 million of transaction costs, and $0.2 million of expense related to the implementation of the new ERP and CRM systems.

Previous wording

Operating Income: For the three months ended September 30, 2025, consolidated operating income increased $5.1 million, or 24.4% compared to the prior year period. Operating income as a percentage of net sales decreased to 21.8% of net sales for the three months ended September 30, 2025 from 22.9% of net sales for the three months ended September 30, 2024, primarily driven by increased selling, general and administrative costs.

Current wording

Operating Income: For the three months ended March 31, 2026, consolidated operating income decreased $10.7 million, or 46.2% compared to the prior year period. Operating income as a percentage of net sales decreased to 10.0% of net sales for the three months ended March 31, 2026 from 21.8% of net sales for the three months ended March 31, 2025, primarily driven by increased selling, general and administrative costs.

Previous wording

For the three months ended September 30, 2025, operating income in the Zig-Zag products segment decreased $1.8 million, or 10.3% compared to the prior year period. Operating income as a percentage of net sales increased to 35.3% of net sales for the three months ended September 30, 2025 from 35.2% of net sales for the three months ended September 30, 2024, primarily driven by improved margins on product mix.

Current wording

For the three months ended March 31, 2026, operating income in the Zig-Zag products segment decreased $5.7 million, or 33.7% compared to the prior year period. Operating income as a percentage of net sales decreased to 30.6% of net sales for the three months ended March 31, 2026 from 35.8% of net sales for the three months ended March 31, 2025, primarily driven by improved margins on product mix offset by an increase in sales and marketing costs.

Previous wording

For the three months ended September 30, 2025, operating income in the Stoker’s products segment increased $12.1 million, or 70.6% compared to the prior year period. Operating income as a percentage of net sales decreased to 39.1% of net sales for the three months ended September 30, 2025 from 41.5% of net sales for the three months ended September 30, 2024, primarily driven by higher margin contribution of modern oral products offset by higher marketing costs to drive sales.

Current wording

For the three months ended March 31, 2026, operating income in the Stoker’s products segment decreased $4.4 million, or 18.1% compared to the prior year period. Operating income as a percentage of net sales decreased to 22.6% of net sales for the three months ended March 31, 2026 from 40.8% of net sales for the three months ended March 31, 2025, primarily driven by margin contribution of modern oral products and higher sales and marketing costs to drive sales.

Previous wording

Included in consolidated operating income are costs of the Company which are not assigned to one of the two reportable segments and include: (i) corporate overhead expense, including executive management, finance, legal and information technology salaries, and professional services, such as audit, external legal costs and information technology services, as well as (ii) costs related to the FDA premarket tobacco product application. For the three months ended September 30, 2025, unallocated costs were $19.0 million compared to $13.7 million in the prior year period, an increase of $5.2 million or 38.1%, primarily driven by joint venture related expenses.

Current wording

Included in consolidated operating income are costs of the Company which are not assigned to one of the two reportable segments and include: (i) corporate overhead expense, including executive management, finance, legal and information technology salaries, and professional services, such as audit, external legal costs and information technology services, as well as (ii) costs related to the FDA premarket tobacco product application. For the three months ended March 31, 2026, unallocated costs were $18.5 million compared to $17.9 million in the prior year period, an increase of $0.6 million or 3.6%, primarily driven by joint venture related corporate expenses.

Previous wording

**Other (income) expense, net:**For the three months ended September 30, 2025, other income increased $4.9 million compared to the prior year period due to an employee retention credit refund received in the current year period that was not applicable in the prior year period.

Current wording

**Other Expense, net:**For the three months ended March 31, 2026, other income increased $0.1 million compared to the prior year period due to an honorarium gift in the current year period that was not applicable in the prior year period.

Previous wording

(Income) losses from equity method investment: For the three months ended September 30, 2025, income from investments in equity securities increased $2.1 million compared to the prior year period as a result of the acquisition of the Canadian distribution business by GWO.

Current wording

Income From Equity Method Investments: For the three months ended March 31, 2026, income from investments in equity securities increased $2.8 million compared to the prior year period as a result of GWO.

Previous wording

**Loss on Extinguishment of Debt:**Loss on extinguishment of debt for the nine months ended September 30, 2025 increased $1.2 million compared to the prior year period as a result of the redemption of the 2026 Notes in February 2025.

Current wording

**Loss on Extinguishment of Debt:**There was no loss on extinguishment of debt for the three months ended March 31, 2026. Loss on extinguishment of debt for the three months ended March 31, 2025 was $1.2 million as a result of the redemption of the 2026 Notes in February 2025.

Previous wording

Income Tax Expense:** **Our income tax expense of $6.5 million was 21.4% of income before income taxes for the three months ended September 30, 2025. Our effective income tax rate was 27.1% for the three months ended September 30, 2024. The decrease in tax rate compared to the prior year period is due to the inclusion of permanent tax differences related to stock options that were exercised in the third quarter 2025.

Current wording

Income Tax (Benefit) Expense:** **Our income tax benefit of $2.8 million was (25.2%of income before income taxes for the three months ended March 31, 2026. Our effective income tax rate was 11.4% for the three months ended March 31, 2025. The change in tax rate is primarily attributable to the release of a valuation allowance on deferred tax assets.

Previous wording

Net Income (Loss) Attributable to Non-Controlling Interest:** **Net income (loss) attributable to non-controlling interest was $2.7 million and $0.0 million, respectively, for the three months ended September 30, 2025 and 2024. The increase in non-controlling interest compared to the prior year period is due to the consolidation of a joint venture starting in December 2024.

Current wording

Net Income Attributable to Non-Controlling Interest:** **Net income attributable to non-controlling interest was $2.3 million and $1.4 million, respectively, for the three months ended March 31, 2026 and 2025. The increase in non-controlling interest compared to the prior year period is primarily due to higher sales volumes and improved net income.

Previous wording

Net Income Attributable to Turning Point Brands, Inc.: Due to the factors described above, net income attributable to Turning Point Brands, Inc. for the three months ended September 30, 2025 and 2024, was $21.1 million and $12.5 million, respectively.

Current wording

Net Income Attributable to Turning Point Brands, Inc.: Due to the factors described above, net income attributable to Turning Point Brands, Inc. for the three months ended March 31, 2026 and 2025, was $11.7 million and $14.4 million, respectively.

Previous wording

As of September 30, 2025, we have $201.2 million of cash on hand and $66.6 million of availability under the 2023 ABL Facility. We have no borrowings outstanding under our 2023 ABL Facility as of September 30, 2025. Our principal uses for cash are working capital, debt service, and capital expenditures.

Current wording

As of March 31, 2026, we have $192.4 million of cash on hand and $72.6 million of availability under the 2023 ABL Facility. We have no borrowings outstanding under our 2023 ABL Facility as of March 31, 2026. Our principal uses for cash are working capital, debt service, and capital expenditures.

Previous wording

Our adjusted working capital, which we define as current assets less cash and current liabilities, increased $16.7 million compared to the prior year end. Excluding assets and liabilities held for sale at December 31, 2024, our adjusted working capital increased $26.1 million for the quarter ended September 30, 2025. The increase in working capital is primarily the result of a $18.2 million increase in accounts receivable, an $16.5 million increase in inventory and a $20.0 million increase in other current assets, partially offset by an increase of $12.9 million in accounts payable and a $15.6 million increase in accrued liabilities. With our strong cash balance, free cash flow generation and borrowing availability under the 2023 ABL Facility, we expect to have ample liquidity to satisfy our operating cash requirements for the foreseeable future.

Current wording

Our adjusted working capital, which we define as current assets less cash and current liabilities, increased $35.1 million compared to the prior year end. The increase in working capital is primarily the result of a $1.7 million increase in accounts receivable, an $21.6 million increase in inventory and a $8.0 million increase in other current assets, partially offset by an increase of $15.5 million in accounts payable and a $19.2 million decrease in accrued liabilities. With our strong cash balance, free cash flow generation and borrowing availability under the 2023 ABL Facility, we expect to have ample liquidity to satisfy our operating cash requirements for the foreseeable future.

Previous wording

For the nine months ended September 30, 2025, net cash provided by operating activities was $32.5 million, a decrease of $12.4 million compared to the prior year period. The decrease is primarily due to unfavorable changes of $20.6 million in working capital and $10.2 million in other assets, partially offset by an increase in net income, net of non-cash items of $18.3 million. The primary drivers of non-cash items were a $4.3 million increase in deferred tax expense, a $1.3 million increase in depreciation and amortization, a $3.2 million decrease in loss on investments, a $2.3 million decrease in income from equity method investment and a $1.2 million increase in loss on extinguishment of debt compared to the prior year period. The decrease in cash from working capital compared to the prior year period was primarily driven by the timing of payments.

Current wording

For the three months ended March 31, 2026, net cash used in operating activities was $22.3 million, a increase of $39.7 million compared to the prior year period. The increase is primarily due to unfavorable changes of $34.5 million in working capital, $1.2 million in other assets, decrease in net income, net of non-cash items of $6.3 million. The primary drivers of non-cash items were a $1.6 million increase in deferred tax benefit, a $0.4 million increase in depreciation and amortization, a $2.8 million increase in income from equity method investment and a $1.2 million decrease in loss on extinguishment of debt compared to the prior year period. The decrease in cash from working capital compared to the prior year period was primarily driven by the timing of payments.

Previous wording

For the nine months ended September 30, 2025, net cash provided by financing activities was $148.3 million, an increase of $275.8 million compared to the prior year period, primarily due to a net increase in cash of $42.8 million related to the February 2025 issuance of the 2032 Notes, an increase of $11.0 million from Interchange subscription agreement proceeds, $97.5 million increase related to ATM Program proceeds, and $2.2 million related to stock compensation activity, as well as $4.2 million of common stock repurchases in the prior year period that did not repeat in 2025.

Current wording

For the three months ended March 31, 2026, net cash used in financing activities was $2.7 million, a decrease of $41.2 million compared to the prior year period, primarily due to a net decrease in cash of $43.4 million related to the February 2025 issuance of the 2032 Notes, and $2.5 million related to stock compensation activity.

Previous wording

A dividend of $0.075 per common share was paid on October 10, 2025, to shareholders of record at the close of business on September 19, 2025.

Current wording

A dividend of $0.08 per common share was paid on April 10, 2026, to shareholders of record at the close of business on March 20, 2026.

Previous wording

On February 25, 2020, our Board of Directors approved a $50.0 million share repurchase program, which is intended for opportunistic execution based upon a variety of factors including market dynamics. The program is subject to the ongoing discretion of the Board of Directors. On October 25, 2021, the Board of Directors increased the approved share repurchase program by $30.7 million, and by $24.6 million on February 24, 2022. On November 6, 2024, the Company's Board of Directors increased the Company’s share repurchase authorization by $77.9 million to an aggregate amount of $100.0 million. On November 4, 2025, the Company's Board of Directors increased the share repurchase authorization by $100.0 million to an aggregate amount of $200.0 million. For the nine months ended September 30, 2025, there were no repurchases under the share repurchase program. As of September 30, 2025, there was $100.0 million in remaining repurchase authority under the plan.

Current wording

On February 25, 2020, our Board of Directors approved a $50.0 million share repurchase program, which is intended for opportunistic execution based upon a variety of factors including market dynamics. The program is subject to the ongoing discretion of the Board of Directors. On October 25, 2021, the Board of Directors increased the approved share repurchase program by $30.7 million, and by $24.6 million on February 24, 2022. On November 6, 2024, the Company's Board of Directors increased the Company’s share repurchase authorization by $77.9 million to an aggregate amount of $100.0 million. On November 4, 2025, the Company's Board of Directors increased the share repurchase authorization by $100.0 million to an aggregate amount of $200.0 million. For the three months ended March 31, 2026, there were no repurchases under the share repurchase program. As of March 31, 2026, there was $200.0 million in remaining repurchase authority under the plan.

Previous wording

The Company entered into an at-the-market offering program (the "ATM Program") on December 13, 2024, with B. Riley Securities Inc. and Barclays Capital Inc. The Company is filing an amendment to the prospectus supplement to increase the aggregate dollar amount of shares of common stock that it may sell under the ATM Program by an additional $200,000,000. Between August 15, 2025, and September 11, 2025, the Company sold 1,014,262 shares of our Common Stock under the ATM Program at an average selling price of $98.59 per share for gross proceeds of $100.0 million, less underwriter's commission and expenses of approximately $2.5 million, for net proceeds of $97.5 million.

Current wording

The Company entered into an at-the-market offering program (the "ATM Program") on December 13, 2024, with B. Riley Securities Inc. and Barclays Capital Inc. Between August 15, 2025, and September 11, 2025, the Company sold 1,014,262 shares of our Common Stock under the ATM Program at an average selling price of $98.59 per share for gross proceeds of $100.0 million, less underwriter's commission and expenses of approximately $2.5 million, for net proceeds of $97.5 million. The shares were issued from repurchased common stock on a first in first out basis. The Company recorded the gain, corresponding to the difference in between the reacquisition cost of treasury stock and the value of treasury stock reissued, into APIC within the Consolidated Statements of Changes in Stockholders' Equity. As of March 31, 2026, there was $200.0 million of capacity remaining under the ATM Program.

Previous wording

In February 2025, the Company closed a private offering of $300.0 million aggregate principal amount of 7.625% senior secured notes due to mature on March 15, 2032 (the “2032 Notes”). Interest on the 2032 Notes is payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2025. We used the proceeds from the offering (i) to repay all obligations under and terminate the 2026 Notes (as defined below), (ii) to pay related fees, costs and expenses and (iii) for general corporate purposes. The 2032 Notes are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by each current and future wholly-owned domestic restricted subsidiary of the Company that guaranteed the 2026 Notes (collectively, the “Guarantors” as defined in the indenture governing the 2032 Notes or the “2032 Notes Indenture”). The 2032 Notes and the related guarantees are secured by first-priority liens on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions. Proceeds from the offering were approximately $293.0 million.

Current wording

In February 2025, the Company closed a private offering of $300.0 million aggregate principal amount of 7.625% senior secured notes due to mature on March 15, 2032 (the “2032 Notes”). Interest on the 2032 Notes is payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2025. We used the proceeds from the offering (i) to repay all obligations under and redeem all of our 5.625% senior secured notes due 2026 (the "2026 Notes), (ii) to pay related fees, costs and expenses and (iii) for general corporate purposes. The 2032 Notes are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by each current and future wholly-owned domestic restricted subsidiary of the Company that guaranteed the 2026 Notes (collectively, the “Guarantors” as defined in the indenture governing the 2032 Notes or the “2032 Notes Indenture”). The 2032 Notes and the related guarantees are secured by first-priority liens on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions. Proceeds from the offering were approximately $293.0 million.

Previous wording

The 2032 Notes Indenture contains covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries to: (i) grant or incur liens; (ii) incur, assume or guarantee additional indebtedness; (iii) sell or otherwise dispose of assets, including capital stock of subsidiaries; (iv) make certain investments; (v) pay dividends, make distributions or redeem or repurchase capital stock; (vi) engage in certain transactions with affiliates; and (vii) consolidate or merge with or into, or sell substantially all of our assets to another entity. These covenants are subject to several limitations and exceptions set forth in the 2032 Notes Indenture. For instance, the Company is generally permitted to make restricted payments, including the payment of dividends to shareholders, provided that, at the time of payment, or as a result of payment, the Company is not in default on its debt covenants; however, there are earnings and market capitalization requirements that if not met could limit the aggregate amount of quarterly dividends payable during a fiscal year. The 2032 Notes Indenture provides for customary events of default.

Current wording

The 2032 Notes Indenture contains covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries to: (i) grant or incur liens; (ii) incur, assume or guarantee additional indebtedness; (iii) sell or otherwise dispose of assets, including capital stock of subsidiaries; (iv) make certain investments; (v) pay dividends, make distributions or redeem or repurchase capital stock; (vi) engage in certain transactions with affiliates; and (vii) consolidate or merge with or into, or sell substantially all of our assets to another entity. These covenants are subject to several limitations and exceptions set forth in the 2032 Notes Indenture. For instance, the Company is generally permitted to make restricted payments, including the payment of dividends to shareholders, provided that, at the time of payment, or as a result of payment, the Company is not in default on its debt covenants; however, there are earnings and market capitalization requirements that if not met could limit the aggregate amount of quarterly dividends payable during a fiscal year. The 2032 Notes Indenture provides for customary events of default. The Company was in compliance with all covenants under the 2032 Notes as of March 31, 2026.

Previous wording

We incurred debt issuance costs attributable to the 2032 Notes of $7.1 million which are amortized to interest expense using the straight-line method over the expected life of the 2032 Notes.

Current wording

We incurred debt issuance costs attributable to the 2032 Notes of $7.3 million which are amortized to interest expense using the straight-line method over the expected life of the 2032 Notes.

Previous wording

The Company has not drawn any borrowings under the 2023 ABL Facility but has letters of credit of approximately $2.3 million outstanding under the facility and has an available balance of $66.6 million based on the borrowing base as of September 30, 2025.

Current wording

The Company has not drawn any borrowings under the 2023 ABL Facility but has letters of credit of approximately $2.3 million outstanding under the facility and has an available balance of $72.6 million based on the borrowing base as of March 31, 2026.

Previous wording

Under the terms of the 2032 Notes, and the 2026 Notes that were recently redeemed with proceeds from the February 2025 issuance of the 2032 Notes, the Company designated certain of its subsidiaries as “Unrestricted Subsidiaries” as of December 31, 2024, including Interchange Partners LLC and Intrepid Brands, LLC. The Company is required under the terms of the indentures governing the Notes to present additional information that reflects the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Company’s Unrestricted Subsidiaries as of and for the periods presented. This additional information is presented below.

Current wording

Under the terms of the 2032 Notes, and the 2026 Notes that were redeemed with proceeds from the February 2025 issuance of the 2032 Notes, the Company designated certain of its subsidiaries as “Unrestricted Subsidiaries”, including Interchange Partners LLC and Intrepid Brands, LLC. The Company is required under the terms of the indenture governing the 2032 Notes to present additional information that reflects the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Company’s Unrestricted Subsidiaries as of and for the periods presented. This additional information is presented below.

Previous wording

Income Statements for the three and nine months ended September 30, 2025 and 2024 (unaudited):

Current wording

Income Statements for the three months ended March 31, 2026 and 2025 (unaudited):

Previous wording

At September 30, 2025, we had no foreign currency contracts outstanding. During 2024, we executed various foreign exchange contracts for the purchase and sale of €3.6 million. At December 31, 2024, we had foreign currency contracts outstanding for the purchase and sale of €2.1 million. The fair value of the foreign currency contracts were based on quoted market prices and resulted in an asset of $0.0 million included in Other current assets and a liability of $0.1 million included in Accrued liabilities at December 31, 2024.

Current wording

At March 31, 2026 and December 31, 2025 we had no foreign currency contracts outstanding.