ENERGIZER HOLDINGS, INC.

Previous wording

In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of any such forward-looking statements. The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Additional risks and uncertainties include those discussed herein and detailed from time to time in our other publicly filed documents, including those described under the heading “Risk Factors” in our Form 10-K filed with the Securities and Exchange Commission on November 18, 2025.

Current wording

In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of any such forward-looking statements. The list of factors above is illustrative, but by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Additional risks and uncertainties include those discussed herein and detailed from time to time in our other publicly filed documents, including those described under the heading “Risk Factors” in our Form 10-K filed with the Securities and Exchange Commission on November 18, 2025, Part II, Item 1A. "Risk Factors", and our subsequent filings with the SEC.

Previous wording

The Company reports its financial results in accordance with accounting principles generally accepted in the U.S. ("GAAP"). However, management believes that certain non-GAAP financial measures provide users with additional meaningful comparisons to the corresponding historical or future period, and are used for management incentive compensation. These non-GAAP financial measures exclude items that are not reflective of the Company's on-going operating performance, such as restructuring and related costs, network transition costs, acquisition and integration costs and the loss on extinguishment/modification of debt. In addition, these measures help investors to analyze year-over-year comparability when excluding currency fluctuations as well as other Company initiatives that are not on-going. We believe these non-GAAP financial measures are an enhancement to assist investors in understanding our business and in performing analysis consistent with financial models developed by research analysts. Investors should consider non-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures used by other companies due to possible differences in methods and in the items being adjusted.

Current wording

The Company reports its financial results in accordance with accounting principles generally accepted in the U.S. ("GAAP"). However, management believes that certain non-GAAP financial measures provide users with additional meaningful comparisons to the corresponding historical or future period, and are used for management incentive compensation. These non-GAAP financial measures exclude items that are not reflective of the Company's on-going operating performance, such as restructuring and related costs, network transition costs, acquisition and integration costs, the loss on extinguishment/modification of debt and the non-cash settlement loss on the U.K. pension plan termination. In addition, these measures help investors to analyze year-over-year comparability when excluding currency fluctuations as well as other Company initiatives that are not on-going. We believe these non-GAAP financial measures are an enhancement to assist investors in understanding our business and in performing analysis consistent with financial models developed by research analysts. Investors should consider non-GAAP measures in addition to, not as a substitute for, or superior to, the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures used by other companies due to possible differences in methods and in the items being adjusted.

Previous wording

Adjusted Net Earnings and Adjusted Diluted Net Earnings Per Common Share (EPS). These measures exclude the impact of the costs related to restructuring activities, network transition costs, acquisition and integration and the Loss on extinguishment/modification of debt.

Current wording

Adjusted Net Earnings and Adjusted Diluted Net Earnings Per Common Share (EPS). These measures exclude the impact of the costs related to restructuring activities, network transition costs, acquisition and integration, the Loss on extinguishment/modification of debt and the settlement loss on the U.K. pension plan termination.

Previous wording

Non-GAAP Tax Rate. This is the tax rate when excluding the pre-tax impact of restructuring activities, network transition activities, acquisition and integration and the loss on extinguishment/modification of debt, as well as the related tax impact for these items, calculated utilizing the statutory rate for the jurisdictions where the impact was incurred.

Current wording

Non-GAAP Tax Rate. This is the tax rate when excluding the pre-tax impact of restructuring activities, network transition activities, acquisition and integration, the loss on extinguishment/modification of debt and the settlement loss on the U.K. pension plan termination, as well as the related tax impact for these items, calculated utilizing the statutory rate for the jurisdictions where the impact was incurred.

Previous wording

Adjusted Comparisons. Detail for Adjusted Gross margin and Adjusted SG&A as a percent of sales are also supplemental non-GAAP measures. These measures exclude the impact of costs related to restructuring activities, network transition activities and acquisition and integration. A&P as a percentage of net sales, excluding the APS business, excludes the Net sales from the APS branded business. No material A&P was spent on these sales.

Current wording

Adjusted Comparisons. Detail for Adjusted Gross margin, Adjusted SG&A as a percent of sales and Adjusted Other items, net are also supplemental non-GAAP measures. These measures exclude the impact of costs related to restructuring activities, network transition activities, acquisition and integration and the settlement loss on the U.K. pension plan termination. A&P as a percentage of net sales, excluding the APS business, excludes the Net sales from the APS branded business. No material A&P was spent on these sales.

Previous wording

We are continuing to assess our incremental tariff cost exposure in light of continuing changes to global tariff policies and the full extent of our potential mitigation strategies to offset the financial and operational impact of tariffs, as well as the associated timing to implement such strategies. As anticipated, the Company was negatively impacted in the first fiscal quarter by transitional tariff costs levied at higher than current rates, as well as the effects of ongoing tariffs and network inefficiencies as we rebalance our network. The Company extended Project Momentum into fiscal 2026 to help neutralize the impact of the tariffs. For the full fiscal year, the impact of tariffs will be largely offset through pricing, initiatives to relocate production capacity to the U.S. and lower tariff exposure locations, shifting and diversifying sourcing partners, investing internally to drive operational efficiencies, maximizing production credits and productivity initiatives.

Current wording

Following the Supreme Court decision, the U.S. Administration announced a new 10% global tariff under Section 122 of the Trade Act of 1974, subject to certain carveouts. We are continuing to assess our incremental tariff cost exposure in light of continuing changes to global tariff policies and the full extent of our potential mitigation strategies to offset the financial and operational impact of tariffs, as well as the associated timing to implement such strategies.

Previous wording

Production Tax Credits under the Inflationary Reduction Act

Current wording

Production Tax Credits under the Inflation Reduction Act

Previous wording

Following the final regulations on Section 45X that became effective in December 2024, the Company began reviewing the potential applicability to our batteries and various components produced in the United States for application of the production credits. The Company achieved reasonable assurance over our ability to claim the production credits during the third quarter of fiscal 2025 and recognized a credit of $9.7 during the first fiscal quarter of 2026. No credit was recorded in the first fiscal quarter of 2025 as the Company had not yet achieved reasonable assurance over the ability to claim the production credits.

Current wording

Following the final regulations on Section 45X that became effective in December 2024, the Company began reviewing the potential applicability to our batteries and various components produced in the United States for application of the production credits. The Company achieved reasonable assurance over our ability to claim the production credits during the third quarter of fiscal 2025 and recognized a credit of $11.7 and $21.4 during the quarter and six months ended March 31, 2026. No credit was recorded in the first or second fiscal quarter of 2025 as the Company had not yet achieved reasonable assurance over the ability to claim the production credits.

Previous wording

On May 2, 2025, the Company acquired all the shares of APS. The acquisition provides the Company with additional production capacity in Europe as well as an expanded customer base. The acquisition included $64.6 of Net sales and $5.3 of Segment profit for the Batteries and Lights segment during the three months ended December 31, 2025.

Current wording

On May 2, 2025, the Company acquired all of the shares of APS. The acquisition provides the Company with additional production capacity in Europe as well as an expanded customer base. The acquisition included $2.1 and $66.7 of Net sales and $2.1 of Segment loss and $3.2 of Segment profit for the Batteries and Lights segment during the three and six months ended March 31, 2026, respectively. The Company transitioned the majority of the acquired branded businesses to legacy brands as of December 31, 2025 resulting in a decline of acquisition sales in the current quarter.

Previous wording

The Company recorded $0.5 and $1.2 in SG&A of legal fees and other costs associated with this acquisition during the quarters ended December 31, 2025 and 2024, respectively.

Current wording

The Company recorded $1.6 and $2.1 in SG&A of legal fees and other costs associated with this acquisition during the quarter and six months ended ended March 31, 2026, respectively. The Company recorded $2.3 and $3.5 in SG&A of legal fees and other costs associated with the acquisition during the quarter and six months ended March 31, 2025.

Previous wording

As of September 30, 2025, the Company successfully realized approximately $206 of savings from Project Momentum during the first three years of the program. The savings were primarily within COGS and SG&A on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income. In the quarter ended December 31, 2024, the total Project Momentum restructuring and related pre-tax costs were $20.3. The expenses primarily consisted of severance and other benefit related costs, accelerated depreciation, asset write-offs, consulting costs, IT enablement, decommissioning, relocation, and other exit related costs. These costs were reflected within Cost of products sold and SG&A on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income.

Current wording

As of September 30, 2025, the Company successfully realized approximately $206 of savings from Project Momentum during the first three years of the program. The savings were primarily within COGS and SG&A on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income. In the quarter and six months ended March 31, 2025, the total Project Momentum restructuring and related pre-tax costs were $17.6 and $37.9, respectively. The expenses primarily consisted of severance and other benefit related costs, accelerated depreciation, asset write-offs, consulting costs, IT enablement, a non-cash impairment of capitalized software, decommissioning, relocation, and other exit related costs. These costs were reflected within Cost of products sold and SG&A on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income.

Previous wording

As a part of the planned Project Momentum decommissioning of certain facilities and relocation of multiple production and packaging lines, the Company incurred incremental costs related to network transition activities necessary to maintain business continuity. During the three months ended December 31, 2024, the Company incurred incremental costs of $14.0, primarily related to freight and third-party packaging support to ensure product availability for key customers during the movement and subsequent prove-in of the relocated lines. These costs were incurred within Cost of products sold on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. The network transition activities as part of Project Momentum are complete and the Company does not anticipate significant network transition costs in fiscal 2026.

Current wording

As a part of the planned Project Momentum decommissioning of certain facilities and relocation of multiple production and packaging lines, the Company incurred incremental costs related to network transition activities necessary to maintain business continuity. During the three and six months ended March 31, 2025, the Company incurred incremental costs of $2.7 and $16.7, respectively, primarily related to freight and third-party packaging support to ensure product availability for key customers during the movement and subsequent prove-in of the relocated lines. These costs were incurred within Cost of products sold on the Consolidated (Condensed) Statement of Earnings and Comprehensive Income. The network transition activities as part of Project Momentum are complete and the Company does not anticipate significant network transition costs in fiscal 2026.

Previous wording

During the fourth quarter of fiscal 2025, the Company decided to extend the Project Momentum program to a fourth year to help offset the impact of tariffs and the challenging macroeconomic environment. This will be achieved specifically through network and sourcing changes to mitigate tariffs, a redesign of the European manufacturing network to best utilize the acquired APS NV manufacturing facility, the redesign of and investment in our U.S. based manufacturing footprint to increase operational efficiency and production, as well as overall SG&A cost reduction initiatives.

Current wording

During the fourth quarter of fiscal 2025, the Company decided to extend the Project Momentum program to a fourth year to help offset the impact of tariffs and the challenging macroeconomic environment. This will be achieved specifically through network and sourcing changes to mitigate tariffs, a redesign of the European manufacturing network to best utilize the acquired APS NV manufacturing facility, the redesign of and investment in our U.S. based manufacturing footprint to increase operational efficiency and production, as well as overall SG&A cost reduction initiatives. During the second quarter the Company continued to evaluate cost cutting initiatives and decided to outsource certain battery raw materials, which reduced the need for internal capacity resulting in a non-cash increase to the restructuring cost range for the write off of machinery and equipment.

Previous wording

The total estimated restructuring and related pre-tax costs associated with the fourth year of the program is expected to be between $35.0 and $40.0 with additional restructuring related costs of $25.0 to $30.0 related to U.S. manufacturing efficiency initiatives and capital expenditures of $25.0 to $35.0. The estimated savings expected to be achieved through the fourth year of the program are $15.0 to $20.0, along with tariff mitigation and cost avoidance of $15.0 to $25.0. Since the plan was initially set, tariff rates have been slightly reduced resulting in a lower tariff mitigation impact from the program, with no material impact to the Company's overall run rate. Costs and savings are expected to be fully realized by September 30, 2026. Through December 31, 2025, the Company has realized approximately $2 of savings and $1 of cost avoidance.

Current wording

The total estimated restructuring and related pre-tax costs associated with the fourth year of the program is now expected to be between $60.0 and $70.0 with additional restructuring related costs of $20.0 to $25.0 related to U.S. manufacturing efficiency initiatives and capital expenditures of $25.0 to $35.0. The increase in projected costs are primarily related to non-cash write-offs of fixed assets and costs related to an expansion of SG&A cost reduction initiatives. The estimated savings expected to be achieved through the fourth year of the program are $20.0 to $25.0, along with tariff mitigation and cost avoidance of $10.0 to $15.0. Since the plan was initially set, tariff rates have been slightly reduced resulting in a lower tariff mitigation impact from the program, with no material impact to the Company's overall run rate. Costs and savings are expected to be fully realized by September 30, 2026. Through March 31, 2026, the Company has realized approximately $6 of savings and $4 of cost avoidance.

Previous wording

During the quarter ended December 31, 2025, the Company incurred $30.9 of pre-tax restructuring and related costs associated with the initiatives. The expenses primarily consisted of severance and other benefit related costs, accelerated depreciation, asset write-offs, decommissioning and other exit related costs as well as restructuring related costs to optimize the Company's cost structure and operating efficiency in the U.S. as we exit less productive lines while still expanding our U.S. manufacturing production. These costs were reflected within Cost of products sold and SG&A on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income. Refer to Note 4 Restructuring for further details.

Current wording

During the quarter and six months ended March 31, 2026, the Company incurred $31.5 and $62.4, respectively, of pre-tax restructuring and related costs associated with the initiatives. The expenses primarily consisted of severance and other benefit related costs, accelerated depreciation, asset write-offs, decommissioning and other exit related costs as well as restructuring related costs to optimize the Company's cost structure and operating efficiency in the U.S. as we exit less productive lines while still expanding our U.S. manufacturing production. These costs were reflected within Cost of products sold and SG&A on the Consolidated (Condensed) Statements of Earnings and Comprehensive Income. Refer to Note 4 Restructuring for further details.

Previous wording

Although the Company's restructuring costs are recorded outside of segment profit, if allocated to our reportable segments, the restructuring and related costs for the quarters ended December 31, 2025 would be incurred within the Batteries & Lights segment in the amount of $30.3 and the Auto Care segment in the amount of $0.6. The Company's restructuring and related costs for the quarter ended December 31, 2024 would be incurred within the Batteries & Lights segment in the amount of $18.7 and the Auto Care segment in the amount of $1.6.

Current wording

Although the Company's restructuring costs are recorded outside of segment profit, if allocated to our reportable segments, the pre-tax restructuring and related costs for the quarter and six months ended March 31, 2026 would be incurred within the Batteries & Lights segment in the amount of $30.6 and $60.9 respectively, and the Auto Care segment in the amount of $0.9 and $1.5, respectively. For the quarter and six months ended March 31, 2025, the pre-tax restructuring and related costs would have been incurred within the Batteries & Lights segment in the amount of $15.7 and $34.4, respectively, and the Auto Care segment in the amount of $1.9 and $3.5, respectively.

Previous wording

Energizer reported a first fiscal quarter Net loss of $3.4, or a loss of $0.05 per common share, compared to Net earnings of $22.3, or $0.30 per common share, in the prior year first fiscal quarter. Adjusted Diluted net earnings per common share was $0.31 for the first fiscal quarter as compared to $0.67 in the prior year quarter.

Current wording

Energizer reported second fiscal quarter Net earnings of $10.1, or $0.15 per common share, compared to Net earnings of $28.3, or $0.39 per common share, in the prior year second fiscal quarter. Adjusted Diluted net earnings per common share was $0.94 for the second fiscal quarter as compared to $0.67 in the prior year quarter.

Previous wording

Net (loss)/earnings and Diluted net (loss)/earnings per common share for the time periods presented were impacted by certain items related to restructuring and related costs, network transition costs, acquisition and integration costs and the Loss on extinguishment/modification of debt as described in the tables below. The impact of these items is provided below as a reconciliation of Net (loss)/earnings and Diluted net (loss)/earnings per common share to Adjusted Net earnings and Adjusted Diluted net earnings per common share, which are non-GAAP measures. See disclosure on Non-GAAP Financial Measures above.

Current wording

Net earnings and Diluted net earnings per common share for the time periods presented were impacted by certain items related to restructuring and related costs, network transition costs, acquisition and integration costs, the Loss on extinguishment/modification of debt and the non-cash Settlement loss on the U.K pension plan termination as described in the tables below. The impact of these items is provided below as a reconciliation of Net earnings and Diluted net earnings per common share to Adjusted Net earnings and Adjusted Diluted net earnings per common share, which are non-GAAP measures. See disclosure on

Previous wording

Currency, excluding highly inflationary markets, favorably impacted the quarter ended December 31, 2025 by $4.5 in Loss before income taxes, or $0.05 per share, compared to the prior year quarter.

Current wording

Currency, excluding highly inflationary markets, favorably impacted the quarter ended March 31, 2026 by $3.9 in Earnings before income taxes, or $0.05 per share, compared to the prior year quarter.

Previous wording

(4) The effective tax rate for the Adjusted Net earnings and Adjusted Diluted EPS for the quarters ended December 31, 2025 and 2024 was 22.5% and 24.8%, respectively, as calculated utilizing the statutory rate for the jurisdictions where the costs were incurred.

Current wording

(5) The effective tax rate for the Adjusted Net earnings and Adjusted Diluted EPS for the quarters ended March 31, 2026 and 2025 was 19.5% and 23.1%, respectively, and for the six months ended March 31, 2026 and 2025 was 20.3% and 23.9%, respectively, as calculated utilizing the statutory rate for the jurisdictions where the costs were incurred.

Previous wording

Net sales were $778.9 for the first fiscal quarter of 2026, an increase of $47.2 as compared to the prior year quarter. Organic Net sales declined 4.3%, primarily driven by the following items:

Current wording

Net sales were $643.3 for the second fiscal quarter of 2026, a decline of $19.6 as compared to the prior year quarter. Organic Net sales declined 5.5%, primarily driven by the following items:

Previous wording

•Pricing increases of 0.2% driven by tariffs and innovation, primarily in the Batteries & Lights segment, partially offset the volume declines.

Current wording

•Carry over price increases of 0.6%, primarily in the Batteries & Lights segment, partially offset the volume declines.

Previous wording

•Volumes declined 4.5% due to softer consumer demand in the U.S. across both segments, and higher storm activity in the prior year, partially offset by Batteries & Lights distribution gains and growth in ecommerce; and

Current wording

• Volumes declined 5.3% due to softer consumer demand in the U.S. across both segments, higher storm activity in the prior year, the shift in timing of battery orders related to the plastic free conversion and the slower start to auto care's selling season. These declines were partially offset by growth in ecommerce.

Previous wording

The APS acquisition completed on May 2, 2025 contributed $64.6 to Net sales.

Current wording

During the quarter and six months ended March 31, 2026 the APS acquisition completed on May 2, 2025 contributed $2.1 and $66.7, to Net sales, respectively. The Company transitioned the majority of the acquired branded businesses to legacy brands as of December 31, 2025 resulting in a decline of acquisition sales in the current quarter.

Previous wording

Gross margin percentageon a reported basis for the first fiscal quarter of 2026 was 32.9%, compared to 36.8% in the prior year. For the quarter ended December 31, 2025, excluding restructuring and related costs in the current and prior year of $15.3 and $9.4, respectively, and prior year network transition costs of $14.0, Adjusted Gross margin was 34.9% compared to 40.0% in the prior year.

Current wording

Gross margin percentageon a reported basis for the second fiscal quarter of 2026 was 40.2%, compared to 39.1% in the prior year. For the quarter ended March 31, 2026, excluding restructuring and related costs in the current and prior year of $27.1 and $8.7, respectively, and prior year network transition costs of $2.7, Adjusted Gross margin was 44.4% compared to 40.8% in the prior year.

Previous wording

Adjusted Gross margin decline was driven by increased input costs from production inefficiencies associated with rebalancing our network, increased tariff costs, unfavorable product mix and the lower margin profile of the APS business. These declines were partially offset by the production tax credit of $9.7 and benefits from price increases implemented to offset tariff impacts.

Current wording

Gross margin and Adjusted Gross margin decline for the six months ended March 31, 2026 was driven by increased input costs from production inefficiencies associated with rebalancing our network, increased tariff costs, unfavorable product mix and the lower margin profile of the APS business. These declines were partially offset by a benefit of $47.6 related to the anticipated refund related to tariffs previously enacted under the IEEPA, as well as production tax credit of $21.4 and benefits from price increases implemented.

Previous wording

SG&A was $149.3 in the first fiscal quarter of 2026, or 19.2% of Net sales, as compared to $131.3, or 17.9% of Net sales, in the prior year period. Included in SG&A during the first fiscal quarter of 2026 and 2025 were acquisition and integration costs of $0.5 and $1.2, respectively, and restructuring and related costs of $15.6 and $10.9, respectively. Excluding these items, adjusted SG&A was $133.2, or 17.1% of Net sales in the first fiscal quarter of 2026, as compared to $119.2, or 16.3% of Net sales in the prior year period. The year-over-year dollar increase was primarily driven by increased SG&A from the APS business of $6.8, investment in digital transformation and growth initiatives, as well as increased legal fees, recycling fees and stock compensation expense. The increase was partially offset by Project Momentum savings of approximately $2 in the quarter.

Current wording

SG&A was $133.1 in the second fiscal quarter of 2026, or 20.7% of Net sales, as compared to $136.0, or 20.5% of Net sales, in the prior year period. Included in SG&A during the second fiscal quarter of 2026 and 2025 were acquisition and integration costs of $1.6 and $2.3, respectively, and restructuring and related costs of $4.4 and $9.2 respectively. Excluding these items, adjusted SG&A was $127.1, or 19.8% of Net sales in the second fiscal quarter of 2026, as compared to $124.5, or 18.8% of Net sales in the prior year period. The year-over-year dollar increase was primarily driven by increased SG&A from the APS business of $3.0, investment in digital transformation and growth initiatives and unfavorable currency. The increase was partially offset by Project Momentum savings of approximately $4 in the quarter.

Previous wording

Advertising and sales promotion expense (A&P) was $49.2, or 6.3% of net sales, in the first fiscal quarter of 2026, as compared to $53.4, or 7.3% of Net sales, in the first fiscal quarter of 2025. Excluding the impact of the APS business, A&P expense was 6.9% of Net sales in the current year.

Current wording

Advertising and sales promotion expense (A&P) was $19.0, or 3.0% of net sales, in the second fiscal quarter of 2026, as compared to $20.8, or 3.1% of Net sales, in the second fiscal quarter of 2025. A&P was $68.2, or 4.8% of Net sales, in the six months ended March 31, 2026 as compared to $74.2, or 5.3%, in the prior year. Excluding the impact of the APS business, A&P expense was 5.0% of Net sales in the six months ended March 31, 2026.

Previous wording

Interest expensewas $39.1 for the first fiscal quarter of 2026, compared to $37.0 for the prior year comparative period. The increase in interest expense was due to a higher average debt balance in the current year quarter.

Current wording

Interest expensewas $39.3 for the second fiscal quarter of 2026, compared to $38.0 for the prior year comparative period. For the six months ended March 31, 2026 interest expense was $78.4 as compared to $75.0 for the prior year comparative period. The increase in interest expense was due to a higher average debt balance in the current year.

Previous wording

Excluding the impact of restructuring and related costs, network transition costs, acquisition and integration costs and the Loss on extinguishment/modification in debt, the year to date adjusted effective tax rate was 22.5% as compared to 24.8% in the prior year. The current year rate is lower due to the production tax credits recorded in the current year.

Current wording

The effective tax rate on a year to date basis was expense of 60.4% as compared to 23.9% in the prior year. Excluding the impact of restructuring and related costs, network transition costs, acquisition and integration costs, the Loss on extinguishment/modification in debt and the non-cash settlement loss on the termination of the U.K. pension plan, the year to date adjusted effective tax rate was 20.3% as compared to 23.9% in the prior year. The current year rate is lower due to the production tax credits recorded in the current year.

Previous wording

Operations for Energizer are managed via two product segments: Batteries & Lights and Auto Care. Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses (including share-based compensation costs), amortization of intangibles, acquisition and integration activities, restructuring and related costs, network transition costs and other items determined to be corporate in nature. Financial items, such as interest income and expense and the loss on extinguishment/modification of debt, other items, net, are managed on a global basis at the corporate level. The exclusion of these costs from segment results reflects management’s view on how it evaluates segment performance.

Current wording

Operations for Energizer are managed via two product segments: Batteries & Lights and Auto Care. Segment performance is evaluated based on segment operating profit, exclusive of general corporate expenses (including share-based compensation costs), amortization of intangibles, acquisition and integration activities, restructuring and related costs, network transition costs and other items determined to be corporate in nature. Financial items, such as interest income and expense and the loss on extinguishment/modification of debt, and other items, net, are managed on a global basis at the corporate level. The exclusion of these costs from segment results reflects management’s view on how it evaluates segment performance.

Previous wording

Auto Care reported Net Sales decreased 5.6% as compared to the prior year period, driven by an organic net sales decline of $6.9, or 6.9%. The decline was driven by volume declines due to broader consumer softness in the U.S. and lapping international distribution gains in the prior year (approximately 4.6%), as well as a shift in product mix in the quarter (approximately 2.3%).

Current wording

Auto Care reported Net Sales decreased 2.7% as compared to the prior year period, driven by an organic net sales decline of $7.8, or 4.5%. The decline was driven by lower volumes compared to prior year due to a slower start to the selling season in auto care and overall broader consumer softness in the U.S, as well as the lapping of the initial sell-in from the Armor All Podium Series in the prior year.

Previous wording

Batteries & Lights reported Net Sales increased 8.3% as compared to the prior year period driven by the APS Net sales of $64.6, or 10.2%. Organic net sales declined $24.3, or 3.8%, for the first fiscal quarter due to decreased volumes from softer consumer demand in the U.S. in October and November and higher storm activity in the prior year, partially offset by distribution gains and ecommerce (approximately 4.5%). Pricing increases (approximately 0.7%) from tariffs and innovation partially offset the volume decline.

Current wording

Battery & Lights reported Net sales increased 3.4% as compared to the prior year period driven by the APS acquisition impact of $66.7, or 6.0%. The acquisition impact was offset by the organic Net sales decline of $53.1, or 4.7%, compared to the prior year. The organic decline was driven by decreased volumes due to softer consumer demand in the U.S., higher storm activity in the prior year, and the shift in timing of battery orders related to the plastic free conversion (approximately 5.6%). Carry over pricing increases partially offset the volume decline (approximately 0.9%).

Previous wording

Refer to Note 5, Segments, in the Consolidated (Condensed) Financial Statements for a reconciliation from segment profit to (loss)/earnings before income taxes.

Current wording

Refer to Note 5, Segments, in the Consolidated (Condensed) Financial Statements for a reconciliation from segment profit to Earnings before income taxes.

Previous wording

Batteries & Lights reported segment profit decreased by 11.4% as compared to the prior year. Organic segment profit decreased by $23.0, or 19.3%, due to a decline in organic net sales as well as the increased input costs from the direct impact of tariffs, the temporary costs as we transitioned the network to address tariff headwinds, and the inclusion of the lower-margin APS business. This was partially offset by a decline in A&P spending year over year.

Current wording

Batteries & Lights reported segment profit increased by 19.1% as compared to the prior year. Organic segment profit improved by $21.7, or 19.3%, due to the improvement in gross margin primarily from the tariff refund and the decline in SG&A and A&P investment year over year. This was partially offset by the decline in organic Net sales discussed above.

Previous wording

Auto Care reported segment profit decreased by 55.6% as compared to the prior year. Organic segment profit declined $12.1, or 59.0%, due to a decline in organic net sales as well as increased input costs from tariffs. This decline in gross margin was slightly offset by a decline in SG&A and A&P spending as compared to the prior year.

Current wording

Auto Care reported segment profit decreased by 18.8% as compared to the prior year. Organic segment profit declined $8.1, or 23.0%, due to a decline in organic Net sales discussed above and increased SG&A spending in the current year.

Previous wording

Global reported segment profit declined 17.9% as compared to the prior year. Organic profit declined was $35.1, or 25.1%, driven by the decline in organic net sales and increased input costs and SG&A in the current year. This is partially offset by the decline in A&P year over year.

Current wording

Global reported segment profit decreased 3.6% as compared to the prior year. Organic profit decreased $21.5, or 7.5%. The organic decrease was driven by lower organic Net sales discussed above, higher input costs and SG&A spend over prior year. This was partially offset by the lower investments in A&P over the prior year.

Previous wording

For the quarter ended December 31, 2025, general corporate and other expenses were $33.1, an increase of $5.7 as compared to the prior year comparative period driven by increased stock compensation and legal fees.

Current wording

For the quarter ended March 31, 2026, general corporate and other expenses were $30.1, a decrease of $0.4 as compared to the prior year comparative period. For the six months ended March 31, 2026, General corporate and other expenses were $63.2, an increase of $5.3 as compared to the prior year comparative period. The increase was primarily driven by increased stock comp and legal fees in the current year.

Previous wording

Cash is managed centrally with net earnings reinvested locally and working capital requirements met from existing liquid funds. At December 31, 2025, Energizer had $214.8 of cash and cash equivalents, approximately 90% of which was held outside of the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct our business and the cost effectiveness with which those funds can be accessed. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences or be subject to regulatory capital requirements; however, those balances are generally available without legal restrictions to fund ordinary business operations.

Current wording

Cash is managed centrally with net earnings reinvested locally and working capital requirements met from existing liquid funds. At March 31, 2026, Energizer had $172.5 of cash and cash equivalents, approximately 97% of which was held outside of the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct our business and the cost effectiveness with which those funds can be accessed. The repatriation of cash balances from certain of our subsidiaries could have adverse tax consequences or be subject to regulatory capital requirements; however, those balances are generally available without legal restrictions to fund ordinary business operations.

Previous wording

The Company has a Senior Secured Term Loan (Term Loan) of $765.7 due in 2032 and a $500 Revolving Credit Facility (Revolving Facility) due in 2030. Borrowings under the Term Loan require quarterly principal payments at a rate of 0.25% of the original principal balance, or $2.2. Borrowings under the Revolving Facility bear interest at a rate per annum equal to, at the option of the Company, adjusted SOFR or the Base Rate (as defined in the Credit Agreement) then in effect plus the applicable margin. The Term Loan bears interest at a rate per annum equal to SOFR plus the applicable margin. During the first fiscal quarter, the Company paid down $92.2 of borrowings on the Term Loan.

Current wording

The Company has a Senior Secured Term Loan (Term Loan) of $763.5 due in 2032 and a $500 Revolving Credit Facility (Revolving Facility) due in 2030. Borrowings under the Term Loan require quarterly principal payments at a rate of 0.25% of the original principal balance, or $2.2. Borrowings under the Revolving Facility bear interest at a rate per annum equal to, at the option of the Company, adjusted SOFR or the Base Rate (as defined in the Credit Agreement) then in effect plus the applicable margin. The Term Loan bears interest at a rate per annum equal to SOFR plus the applicable margin. During the quarter and six months ended March 31, 2026, the Company paid down $2.2 and $94.4 of borrowings on the Term Loan, respectively.