ENERGIZER HOLDINGS, INC.
For the period ended Jun 30, 2026. Filed Aug 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 4, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-05.
0001632790-26-000056
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0001632790-26-000076
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 162 previous paragraphs and 174 current paragraphs.
79 unchanged; 70 reworded; 24 added; 13 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (24)
Current report
(4) This represents the production credits retroactive to the start of the credit period and prior to fiscal 2025. These credits were recorded in Cost of products sold on the Consolidated (Condensed) Statement of Earnings.
Current report
(5) Litigation matter relates to an accrual adjustment recorded in SG&A on the Consolidated (Condensed) Statement of Earnings.
Current report
•Global distribution gains and new product development in Batteries & Lights drove volume increases of 1.9%; and
Current report
•Auto care, primarily driven by higher refrigerant distribution in North America, contributed volume growth of 2.2%.
Current report
•Partially offsetting the volume improvement were pricing declines of 1.4% driven by increased promotional investment in the Batteries & Lights segment.
Current report
Acquisition impact decreased net sales 2.4% for the quarter. The Company completed the Advanced Power Solutions (APS) acquisition on May 2, 2025 and sold batteries under an acquired brand license from the acquisition date through December 31, 2025. The expiration of the acquired license resulted in a decline of net sales under the licensed brands of $17.2 with ongoing revenue generated from the transition to legacy brands reported as a component of organic revenue.
Current report
•Increased promotional investment resulted in pricing declines of 0.2%.
Current report
Acquisition impact increased net sales 2.3% for the nine months ended June 30, 2026. The net impact of the sales under the branded licenses earlier in the year and the decrease in branded sales after the expiration of the license resulted in an increase in Net sales of $49.5 during the nine months ended June 30, 2026.
Current report
Gross margin percentageon a reported basis for the third fiscal quarter of 2026 was 38.2%, compared to 55.1% in the prior year. During the third quarter of fiscal 2025, the Company obtained reasonable assurance on the qualification of certain battery cell and manufacturing component production for advanced manufacturing production credits. As a result, the Company recognized $112.4 in production credits. The amount related to FY25 production is an estimated $33.9 and an additional estimated $78.5 was recorded for production retroactive to the effective date of January 1, 2023.
Current report
The third quarter prior year Adjusted Gross margin included the first three quarters of FY25 production credit of $33.9, which included $7.2 for the third quarter FY25 production and an additional $26.7 of production credit from prior quarters production. The current year adjusted gross margin was further impacted by unfavorable product mix and increased promotional investment in the quarter compared to the prior year.
Current report
Batteries & Lights reported Net Sales decreased 2.0% as compared to the prior year period driven mostly by the negative acquisition impact of the brand licenses expiring of $17.2, or 3.2%. Organic net sales increased $1.6, or 0.3%, for the third fiscal quarter due to increased volumes from distribution gains from the integration of the APS business to legacy brands as well as new product development (approximately 2.5%). Incremental promotional investment partially offset the volume increase (approximately 2.2%).
Current report
Auto Care reported Net Sales increased 10.4% as compared to the prior year period, driven by an organic net sales improvement of $18.1, or 9.5%. The improvement was driven by increased volumes from distribution gains, especially in the refrigerant segment, and new product development (approximately 8.4%). Pricing increases also drove an increase of approximately 1.1%.
Current report
Results for the nine months ended June 30, 2026
Current report
Auto Care reported a Net sales increased 2.0% as compared to the prior year period. Organic Net sales improved $3.4, or 0.7%, due to volume improvement from distribution gains and new product development.
Current report
Global reported segment profit decreased 18.8% as compared to the prior year. Organic profit declined $30.0, or 16.4%, driven by the decline in gross margin primarily from the out of period production credits recorded in the prior year as well as the unfavorable product mix and increased promotional investments that negatively impacted gross margin. The gross margin impact was partially offset by a decline in SG&A, A&P and R&D investment year-over-year, as well as the increase in organic Net sales discussed above.
Current report
Batteries & Lights reported segment profit decreased by 19.5% as compared to the prior year. Organic segment profit declined by $25.6, or 16.1%, driven by the decline in gross margin primarily from the out of period production credits recorded in the prior year, as well as unfavorable product mix and increased promotional investments that negatively impacted gross margin. This was partially offset by the decline in SG&A and R&D investment, as well as the increase in organic Net sales discussed above.
Current report
Results for the nine months ended June 30, 2026
Current report
For the quarter ended June 30, 2026, general corporate and other expenses were $31.7, a decrease of $1.4 as compared to the prior year comparative period. This decrease was primarily driven by decreased stock compensation expense, partially offset by increased legal fees in the current year.
Current report
• Capital expenditures of $52.1 and $69.1 in the nine months ended June 30, 2026 and 2025, respectively;
Current report
• Proceeds from sale of assets were $1.1 during the nine months ended June 30, 2026 related to the selling of a facility in the
Current report
United States;
Current report
• Acquisitions, net of cash acquired, was an outflow of $12.8 in the prior year primarily related to the APS NV purchase.
Current report
•Combined payments of the acquisition earning out and indemnification hold back related to the Centralsul acquisition of $6.0;
Current report
•Common stock repurchases of $62.6 at an average price of $22.40 per share;
Removed paragraphs (13)
Previous report
Non-GAAP Financial Measures above.
Previous report
•A shift in the timing of battery orders related to the plastic free conversion, a slower start to the selling season in auto care and a modest impact from the conflict in the Middle East resulted in volume declines of 6.1%.
Previous report
•Carry over price increases of 0.6%, primarily in the Batteries & Lights segment, partially offset the volume declines.
Previous report
•Carry over price increases of 0.4%, primarily in the Batteries & Lights segment, partially offset the volume declines.
Previous report
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 report
Gross margin and Adjusted Gross margin improvement was driven by a benefit of $47.6 related to the anticipated refund related to tariffs previously enacted under the IEEPA, as well as production tax credits of $11.7 and benefits from price increases. The improvements were partially offset by increased input costs from production inefficiencies associated with rebalancing our network, other incremental tariffs incurred in the quarter and unfavorable product mix.
Previous report
Batteries & Lights reported Net Sales decreased 3.0% as compared to the prior year period. Organic net sales declined $28.8, or 5.9%, for the second fiscal quarter due to decreased volumes from a shift in the timing of battery orders related to the plastic free conversion and a modest impact from the conflict in the Middle East, partially offset by growth in e-commerce and distribution gains from the integration of the APS business (approximately 7.0%). Carry over pricing increases partially offset the volume decline (approximately 1.1%).
Previous report
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 report
Results for the six months ended March 31, 2026
Previous report
Auto Care reported a Net sales decrease of 3.8% as compared to the prior year period. Organic Net sales declined $14.7, or 5.4%, due to volume declines compared to prior year from a slower start to the selling season in auto care and overall broader consumer softness in the U.S., as well as lapping international distribution gains and the initial sell-in from the Armor All Podium Series in the prior year.
Previous report
Global reported segment profit increased 10.0% as compared to the prior year. Organic profit increased $13.6, or 9.2%, driven by the improvement in gross margin primarily from the tariff refund and the decline in SG&A and A&P investment year over year. This increase was partially offset by the decline in organic Net sales discussed above.
Previous report
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 report
Results for the six months ended March 31, 2026
Reworded paragraphs (70)
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, 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.
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, FY23 & FY24 production credits, acquisition and integration costs, a litigation matter, 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
Segment Profit. This amount represents the operations of our two reportable segments including allocations for shared support functions. General corporate and other expenses, Intangible amortization expense, Interest expense, Loss on extinguishment/modification of debt, Other items, net, restructuring and related costs, network transition costs and the charges related to acquisition and integration costs have all been excluded from segment profit.
Current wording
Segment Profit. This amount represents the operations of our two reportable segments including allocations for shared support functions. General corporate and other expenses, Intangible amortization expense, Interest expense, Loss on extinguishment/modification of debt, Other items, net, restructuring and related costs, network transition costs FY23 & FY24 production credits, the charges related to acquisition and integration costs and a litigation matter have all been excluded from segment profit.
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, the Loss on extinguishment/modification of debt and the settlement loss on the U.K. pension plan termination.
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, FY23 & FY24 production credits, acquisition and integration, a litigation matter, 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, 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.
Current wording
Non-GAAP Tax Rate. This is the tax rate when excluding the pre-tax impact of restructuring activities, network transition activities, FY23 & FY24 production credits, acquisition and integration, a litigation matter, 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
Acquisition Impact. The Company completed the Advanced Power Solutions (APS) acquisition on May 2, 2025. These adjustments include the impact of the operations associated with the acquired branded battery business. The Company transitioned from these branded businesses to legacy brands by December 31, 2025. This does not include the impact of acquisition and integration costs associated with this acquisition.
Current wording
Acquisition Impact. The Company completed the APS acquisition on May 2, 2025. These adjustments include the impact of the operations associated with the acquired branded battery business, as well as exiting the branded license. The Company sold batteries under an acquired brand license from the acquisition date through December 31, 2025, and then transitioned from the branded businesses to legacy brands. This does not include the impact of acquisition and integration costs associated with this acquisition.
Previous 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.
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, FY23 & FY24 production credits, acquisition and integration, a litigation matter and the settlement loss on the U.K. pension plan termination.
Previous wording
On February 20, 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the IEEPA by the executive branch were unauthorized and therefore invalid. 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. On April 20, 2026, the CBP opened a portal for the refund process to begin for certain importers, although no timeline has yet been established for when the refunds will be paid. As a result of these court rulings establishing the Company's legal right to a refund of the IEEPA tariffs, the Company determined that it is entitled to a tariff refund of approximately $64.3. For the three and six months ended March 31, 2026, the Company recorded a $47.6 benefit in Cost of goods sold on the Consolidated (Condensed) Statements of Earnings and Comprehensive income and reduced the carrying value of inventory by $16.7 on the Consolidated (Condensed) Balance Sheet as of March 31, 2026. This inventory is expected to be sold in the third fiscal quarter of 2026. The Company has recorded the refund receivable in Other assets on the Consolidated (condensed) Balance Sheet. The refund timeline is still unclear and subject to changes in trade policy, and the Company has not initiated the refund process as of the filing date. Refer to Part I, item 1A. "Risk Factors" in our Form 10-K filed on November 18, 2025 for a full discussion of the risks associated with the global tariff environment.
Current wording
On February 20, 2026, the U.S. Supreme Court ruled that certain tariffs imposed under the IEEPA by the executive branch were unauthorized and therefore invalid. 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. On April 20, 2026, the CBP opened a portal for the refund process to begin for certain importers, although no timeline has yet been established for when the refunds will be paid. As a result of these court rulings establishing the Company's legal right to a refund of the IEEPA tariffs, the Company determined that it is entitled to a tariff refund of approximately $64. For the three and nine months ended June 30, 2026, the Company recorded a $16.5 and $64.1 benefit, respectively, in Cost of goods sold on the Consolidated (Condensed) Statements of Earnings and Comprehensive income. The Company has begun submitting claims for its anticipated refund, and received approximately $11.0 of refunds subsequent to quarter end. However, the refund timeline for the remainder of the refund is still unclear and subject to changes in trade policy. Refer to Part I, item 1A. "Risk Factors" in our Form 10-K filed on November 18, 2025 for a full discussion of the risks associated with the global tariff environment.
Previous 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.
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. Upon expiration of the Section 122 tariffs and at the conclusion of an investigation under Section 301 of the Trade Act of 1974, the Administration implemented tariffs of either 10% or 12.5% on over sixty trading partners. 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
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.
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 $15.1 and $36.5 during the quarter and nine months ended June 30, 2026, respectively. The credit recognized in the three and nine months ended June 30, 2025 included an estimated $33.9 for the credit related to fiscal 2025 production and an additional $78.5 retroactive adjustment to the beginning of the effective date of the IRA, January 1, 2023.
Previous 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.
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 Company sold batteries under an acquired brand license from the acquisition date through December 31, 2025, and then transitioned from the branded businesses to legacy brands. The expiration of the acquired brand license resulted in a decline of net sales under the licensed brands of $17.2 in the three months ended June 30, 2026, while the net impact of the acquisition was an increase in Net sales of $49.5 during the nine months ended June 30, 2026. The acquisition included $5.1 and $1.9 of Segment loss for the Batteries and Lights segment during the three and nine months ended June 30, 2026, respectively.
Previous 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.
Current wording
The Company recorded $0.3 and $2.4 in SG&A of legal fees and other costs associated with this acquisition during the quarter and nine months ended June 30, 2026, respectively. The Company recorded $1.3 and $4.8 in SG&A of legal fees and other costs associated with the acquisition during the quarter and nine months ended June 30, 2025, respectively. Included in the prior year quarter and nine months was expense for a purchase price earnout adjustment associated with the Centralsul Acquisition of $0.3 and $1.1, respectively.
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 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.
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 nine months ended June 30, 2025, the total Project Momentum restructuring and related pre-tax costs were $8.0 and $45.9, 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 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.
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 nine months ended June 30, 2025, the Company incurred incremental costs of $0.9 and $17.6, 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
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.
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 $65.0 and $75.0 with additional restructuring related costs of $15.0 to $20.0 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 June 30, 2026, the Company has realized approximately $15 of savings and $8 of cost avoidance.
Previous 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.
Current wording
During the quarter and nine months ended June 30, 2026, the Company incurred $14.4 and $76.8, 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 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.
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 nine months ended June 30, 2026 would be incurred within the Batteries & Lights segment in the amount of $12.8 and $73.7, respectively, and the Auto Care segment in the amount of $1.6 and $3.1, respectively. For the quarter and nine months ended June 30, 2025, the pre-tax restructuring and related costs would have been incurred within the Batteries & Lights segment in the amount of $7.1 and $41.5, respectively, and the Auto Care segment in the amount of $0.9 and $4.4, respectively.
Previous 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.
Current wording
Energizer reported third fiscal quarter Net earnings of $39.9, or $0.58 per common share, compared to Net earnings of $153.5, or $2.13 per common share, in the prior year third fiscal quarter. Adjusted Diluted net earnings per common share was $0.75 for the third fiscal quarter as compared to $1.13 in the prior year quarter.
Previous wording
For the six months ended March 31, 2026, the Company reported Net earnings of $6.7, or $0.10 per common share, compared to Net earnings of $50.6, or $0.69 per common share, in the prior year period. Adjusted Diluted net earnings per common share was $1.25 for the six months ended March 31, 2026 as compared to $1.35 in the prior year period.
Current wording
For the nine months ended June 30, 2026, the Company reported Net earnings of $46.6, or $0.67 per common share, compared to Net earnings of $204.1, or $2.80 per common share, in the prior year period. Adjusted Diluted net earnings per common share was $1.99 for the nine months ended June 30, 2026 as compared to $2.47 in the prior year period.
Previous 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
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, FY23 & FY24 production credits, acquisition and integration costs, a litigation matter, 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 Non-GAAP Financial Measures above.
Previous 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.
Current wording
Currency, excluding highly inflationary markets, favorably impacted the quarter ended June 30, 2026 by $2.0 in Earnings before income taxes, or $0.02 per share, compared to the prior year quarter.
Previous wording
Currency, excluding highly inflationary markets, favorably impacted the six months ended March 31, 2026 by $8.4 in Earnings before income taxes, or 0.10 per share, compared to the prior year quarter.
Current wording
Currency, excluding highly inflationary markets, favorably impacted the nine months ended June 30, 2026 by $10.4 in Earnings before income taxes, or $0.12 per share, compared to the nine months ended June 30, 2025.
Previous wording
(4) During the quarter ended March 31, 2026, the Company terminated the U.K. pension plan and recorded a non-cash settlement loss on the termination of the plan within Other items, Net.
Current wording
(6) During the nine months ended June 30, 2026, the Company terminated the U.K. pension plan and recorded a non-cash settlement loss on the termination of the plan within Other items, Net.
Previous 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.
Current wording
(7) The effective tax rate for the Adjusted Net earnings and Adjusted Diluted EPS for the quarters ended June 30, 2026 and 2025 was 20.2% and 13.5%, respectively, and for the nine months ended June 30, 2026 and 2025 was 20.3% and 19.5%, respectively, as calculated utilizing the statutory rate for the jurisdictions where the costs were incurred.
Previous 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:
Current wording
Net sales were $734.1 for the third fiscal quarter of 2026, an improvement of $8.8 as compared to the prior year quarter. Organic Net sales increased 2.7%, primarily driven by the following items:
Previous wording
Net sales were $1,422.2 for the six months ended March 31, 2026, an increase of $27.6 as compared to the prior year period.
Current wording
Net sales were $2,156.3 for the nine months ended June 30, 2026, an increase of $36.4 as compared to the prior year period.
Previous wording
Organic Net sales declined 4.9%, driven by the following items:
Current wording
Organic Net sales declined 2.3%, driven by the following items:
Previous 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.
Current wording
• Volumes declined 2.1% due to softer consumer demand in the U.S. across both segments and higher storm activity in the prior year. These declines were partially offset by new distribution, product development and growth in e-commerce; and
Previous 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.
Current wording
For the quarter ended June 30, 2026, excluding FY23 & FY24 production credits of $78.5 recorded in the prior year, restructuring and related costs in the current and prior year of $7.5 and $2.9, respectively, and prior year network transition costs of $0.9, Adjusted Gross margin was 39.2% compared to 44.8% in the prior year.
Previous wording
Gross margin percentage on a reported basis for the six months ended March 31, 2026 was 36.2%, compared to 37.9%
Current wording
Gross margin percentage on a reported basis for the nine months ended June 30, 2026 was 36.9%, compared to 43.8%
Previous wording
in the prior year. Excluding restructuring and related costs in the current and prior year of $42.4 and $18.1, respectively, and prior year network transition costs of $16.7, Adjusted Gross margin was 39.2% compared to 40.4% in the prior year.
Current wording
in the prior year. Excluding FY23 & FY24 production credits of $78.5 recorded in the prior year, restructuring and related costs in the current and prior year of $49.9 and $21.0, respectively, and prior year network transition costs of $17.6, Adjusted Gross margin was 39.2% compared to 41.9% in the prior year.
Previous 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.
Current wording
Adjusted Gross margin decline for the nine months ended June 30, 2026 was driven by unfavorable product mix and increased input costs from production inefficiencies associated with rebalancing our network. These declines were partially offset by a benefit of $64.1 from the anticipated refund related to tariffs previously enacted under the IEEPA.
Previous 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.
Current wording
SG&A was $129.3 in the third fiscal quarter of 2026, or 17.6% of Net sales, as compared to $128.3, or 17.7% of Net sales, in the prior year period. Included in SG&A during the third fiscal quarter of 2026 and 2025 were acquisition and integration costs of $0.3 and $1.3, respectively, and restructuring and related costs of $6.9 and $5.1, respectively, and a prior year credit related to litigation matters of $1.7. Excluding these items, adjusted SG&A was $122.1, or 16.6% of Net sales in the third fiscal quarter of 2026, as compared to $123.6, or 17.0% of Net sales in the prior year period. The year-over-year dollar decrease was primarily driven by Project Momentum savings of approximately $8 and lower stock compensation expense in the current quarter. The decrease was partially offset by increased legal fees.
Previous wording
SG&A was $282.4 in the six months ended March 31, 2026 or 19.9% of Net sales, as compared to $267.3, or 19.2% of Net sales, in the prior year period. Included in SG&A during the six months ended March 31, 2026 and 2025 were acquisition and integration costs of $2.1 and $3.5, respectively, and restructuring and related costs of $20.0 and $20.1, respectively. Excluding these items, adjusted SG&A was $260.3, or 18.3% of Net sales in the six months ended March 31, 2026, as compared $243.7, or 17.5% 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 $9.8, 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 $6.0 in the current year period.
Current wording
SG&A was $411.7 in the nine months ended June 30, 2026, or 19.1% of Net sales, as compared to $395.6, or 18.7% of Net sales, in the prior year period. Included in SG&A during the nine months ended June 30, 2026 and 2025 were acquisition and integration costs of $2.4 and $4.8, respectively, and restructuring and related costs of $26.9 and $25.2, respectively, and a prior year credit related to litigation matters of $1.7. Excluding these items, adjusted SG&A was $382.4, or 17.7% of Net sales in the nine months ended June 30, 2026, as compared $367.3, or 17.3% 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 $9.8, investment in digital transformation and growth initiatives, as well as increased legal fees and recycling fees. The increase was partially offset by Project Momentum savings of approximately $14 in the current year period.
Previous 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.
Current wording
Advertising and sales promotion expense (A&P) was $41.7, or 5.7% of net sales, in the third fiscal quarter of 2026, as compared to $43.4, or 6.0% of Net sales, in the third fiscal quarter of 2025. A&P was $109.9, or 5.1% of Net sales, in the nine months ended June 30, 2026 as compared to $117.6, or 5.5%, in the prior year.
Previous wording
R&D was $7.6, or 1.2% of Net sales, for the quarter ended March 31, 2026, as compared to $8.1, or 1.2% of Net sales, in the prior year comparative period. R&D was $15.4, or 1.1% of Net sales, for the six months ended March 31, 2026, as compared to $16.1, or 1.2% of Net sales, in the prior year comparative period.
Current wording
Research and development expense was $7.4, or 1.0% of Net sales, for the quarter ended June 30, 2026, as compared to $8.2, or 1.1% of Net sales, in the prior year comparative period. R&D was $22.8, or 1.1% of Net sales, for the nine months ended June 30, 2026, as compared to $24.3, or 1.1% of Net sales, in the prior year comparative period.
Previous 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.
Current wording
Interest expensewas $39.7 for the third fiscal quarter of 2026, compared to $39.0 for the prior year comparative period. For the nine months ended June 30, 2026 interest expense was $118.1 as compared to $114.0 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
Loss on extinguishment/modification of debt was $5.2 for the second fiscal quarter of 2025 and $0.9 and $5.3 for the six months ended March 31, 2026 and 2025, respectively. The 2026 loss is related to the Company's early payment of $90.0 on the outstanding on the term loan earlier in the fiscal year. During March 2025, the Company refinanced and extended the maturity of both its $760 Term Loan and $500 Revolving Credit Facility resulting in the majority of the loss on extinguishment/modification in fiscal 2025.
Current wording
Loss on extinguishment/modification of debt was $0.9 and $5.3 for the nine months ended June 30, 2026 and 2025, respectively. The 2026 loss is related to the Company's early payment of $90.0 on the term loan earlier in the fiscal year.
Previous wording
Other items, netwas an expense of $25.6 and a benefit of $0.2 for the second fiscal quarters of 2026 and 2025, respectively. Other items, net was an expense of $26.7 and a benefit of $5.2 for the six months ended March 31, 2026 and 2025, respectively.
Current wording
Other items, netwas expense of $0.2 and $1.9 for the third fiscal quarters of 2026 and 2025, respectively. Other items, net was an expense of $26.9 and a benefit of $3.3 for the nine months ended June 30, 2026 and 2025, respectively.
Previous 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.
Current wording
The effective tax rate on a year to date basis was expense of 30.1% as compared to 11.5% in the prior year. Excluding the impact of restructuring and related costs, network transition costs, FY23 & FY24 production credits, acquisition and integration costs, a litigation matter, 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 19.5% in the prior year. The lower effective rate is due to the mix of earnings in each period.
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, 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.
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, FY23 & FY24 production credits, a litigation matter 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.
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Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
During March 2025, the Company refinanced and extended the maturity of both its $760 Term Loan and $500 Revolving Credit Facility resulting in the majority of the loss on extinguishment/modification in fiscal 2025.