ENERGIZER HOLDINGS, INC.

Our Annual Report on Form 10-K for the year ended September 30, 2025, which was filed with the Securities and Exchange Commission on November 18, 2025, contains a detailed discussion of risk factors that could materially adversely affect our business, operating results or financial condition. Except as follows, there have been no material changes to the risk factors included in our Annual Report on Form 10-K.

We are subject to uncertainties regarding the International Emergency Economic Powers Act ("IEEPA") tariff refunds, including the timing of these refunds.

There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to trade policies, treaties, and tariffs. Recently, the U.S. government imposed significant tariffs impacting a wide variety of goods across multiple countries and additional tariffs may be imposed in the future. On February 20, 2026, the U.S. Supreme Court invalidated tariffs previously imposed under the IEEPA. Following this ruling, the U.S. government initiated new tariffs at different rates under alternative legislative powers, which increases the uncertainty around tariffs. On March 4, 2026, the Court of International Trade ordered U.S. Customs and Border Protection ("CBP") to begin the refund process for all importers who were subject to the IEEPA duties and on April 20, 2026, the CBP opened a portal for the refund process to begin for certain importers. However, the potential timing of refunds associated with the ruling remains uncertain. The current administration may continue to impose additional tariffs under U.S. trade laws. The extent and duration of the tariffs, as well as any measures taken by other countries in response, and the resulting impact on general economic conditions on our business are uncertain and depend on various factors and could have a material adverse effect on our business, financial condition, results of operations and cash flow. There have been no other material changes to the risk factors included in our Annual Report on Form 10-K.

The following table reports purchases of equity securities during the second quarter of fiscal 2026 by Energizer and any affiliated purchasers pursuant to SEC rules.

(1) On November 18, 2024, the Company's Board of Directors approved an authorization for the repurchase of up to 7.5 million shares which replaced the previous authorization.