Financial Analysis

Note 6 - Acquisition of Olive & June On December 16, 2024, we completed the acquisition of 100% of the membership interests of Olive & June, an innovative, omni-channel nail care brand. Olive & June products deliver a salon-quality experience at home and include nail polish, press-on nails, manicure and pedicure systems, grooming tools and nail care essentials. The acquisition of Olive & June complements and broadens our existing Beauty portfolio beyond the hair care category. The Olive & June brand and products were added to the Beauty & Wellness segment. The total purchase consideration consists of initial cash consideration of $224.7 million, which is net of cash acquired and a favorable post-closing adjustment of $3.9 million, and contingent cash consideration of up to $15.0 million subject to Olive & Junes performance during calendar years 2025, 2026, and 2027, payable annually. The acquisition was funded with cash on hand and borrowings under our existing revolving credit facility. We incurred pre-tax acquisition-related expenses of $3.0 million during fiscal 2025, which were recognized in SG&A within our consolidated statement of income. The contingent cash consideration of up to $15.0 million is payable annually in three equal installments subject to Olive & June achieving certain annual adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) targets during calendar years 2025, 2026 and 2027. If the annual a …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Note 12 - Commitments and Contingencies Indemnity Agreements Under agreements with customers, licensors and parties from whom we have acquired assets or entered into business combinations, we indemnify these parties against liability associated with our products. Additionally, we are party to a number of agreements under leases where we indemnify the lessor for liabilities attributable to our actions or conduct. The indemnity agreements to which we are a party do not, in general, increase our liability for claims related to our products or actions and have not materially affected our consolidated financial statements. Legal Matters We are involved in various legal claims and proceedings in the normal course of operations. We believe the outcome of these matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity, except as described below. Water Filtration Patent Litigation On December 23, 2021, Brita LP filed a complaint against Kaz USA, Inc. and Helen of Troy Limited in the U.S. District Court for the Western District of Texas (the Patent Litigation), alleging patent infringement by the Company relating to its PUR gravity-fed water filtration systems. In the Patent Litigation, Brita LP seeks monetary damages and injunctive relief relating to the alleged infringement. Brita LP simultaneously filed a complaint with the U.S. International Trade Commission (ITC) against Kaz USA, Inc., Helen of Troy Limited and five …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

"Note 13 - Long-Term Debt A summary of our long-term debt follows: (in thousands) February 28, 2026 February 28, 2025 Amended Credit Agreement: Revolving loans $ 308,200 $ 678,100 Term loans 477,344 243,750 Total borrowings under Amended Credit Agreement 785,544 921,850 Unamortized prepaid financing fees (4,733) (4,956) Total long-term debt 780,811 916,894 Less: current maturities of long-term debt (25,000) (9,375) Long-term debt, excluding current maturities $ 755,811 $ 907,519 Aggregate annual maturities of our long-term debt as of February 28, 2026 were as follows: (in thousands) Fiscal 2027 $ 25,000 Fiscal 2028 25,000 Fiscal 2029 735,544 Fiscal 2030 Fiscal 2031 Thereafter Total $ 785,544 Amended Credit Agreement On February 15, 2024, we entered into a credit agreement (the Credit Agreement) with Bank of America, N.A., as administrative agent, and other lenders. The Credit Agreement replaced our prior credit agreement, which terminated on February 15, 2024. We utilized the proceeds from the refinancing to repay all principal, interest, and fees outstanding under the prior credit agreement without penalty. As a result, we recognized a loss on extinguishment of debt within Interest expense of $0.5 million during fiscal 2024 , which consisted of a write-off of $0.4 million o f unamortized prepaid financing fees related to the prior credit agreement and $0.1 million of lender fees related to debt under the Credit Agreement treated as an extinguishment. Additionally, we expense …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Note 8 - Share-Based Compensation Plans During the fiscal year, we had equity activity under two expired and two active share-based compensation plans. The expired plans consist of the 2008 Stock Incentive Plan (the 2008 Plan) and 2018 Stock Incentive Plan (the 2018 Plan). The acti ve plans consist of the 2025 Stock Incentive Plan (the 2025 Plan) and the 2018 Employee Stock Purchase Plan (the 2018 ESPP). The plans are administered by the Compensation Committee of the Board of Directors, which consists of non-employee directors who are independent under the applicable listing standards for companies traded on the NASDAQ Stock Market LLC. 2025 Plan On August 20, 2025, our shareholders approved the 2025 Plan which replaced the 2018 Plan. The 2025 Plan permits the granting of stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. As of February 28, 2026, the 2025 Plan had 1,102,944 shares available for future issuance, including shares which remained available for issuance under the 2018 Plan immediately prior to August 20, 2025. 2018 Plan On August 20, 2025, our 2018 Plan was replaced by the 2025 Plan. As a result, the 2018 Plan terminated on August 20, 2025, but continues to apply to awards granted under the 2018 Plan before such date. 2018 ESPP On August 22, 2018, our shareholders approved the 2018 ESPP. The aggregate number of shares of common stock that may be purchased under the 2018 ESPP will not exceed 750,000 shar …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Note 14 - Fair Value Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques under the accounting guidance related to fair value measurements are based on observable and unobservable inputs. These inputs are classified into the following hierarchy: Level 1: Quoted prices for identical assets or liabilities in active markets; Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable; and Level 3: Unobservable inputs that reflect the reporting entitys own assumptions. When circumstances dictate the transfer of an asset or liability to a different level, we report the transfer at the beginning of the reporting period in which the facts and circumstances resulting in the transfer occurred. There were no transfers between the fair value hierarchy levels during the periods presented. Recurring Fair Value Measurements All of our financial assets and liabilities, except for our investments in U.S. Treasury Bills and our contingent consideration liability, are classified as Level 2 because their valua …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Note 7 - Goodwill and Intangibles Amortization expense is recorded for intangible assets with definite useful lives and is reported within SG&A in our consolidated statements of (loss) income. Some of our goodwill is held in jurisdictions that allow deductions for tax purposes; however, in some of those jurisdictions we have no tax basis for the associated goodwill recorded. Accordingly, some of our goodwill is not deductible for tax purposes. We perform annual impairment testing each fiscal year and interim impairment testing, if necessary, as described in Note 1. We write down any asset deemed to be impaired to its fair value. During each quarter of fiscal 2026, we concluded that a goodwill impairment triggering event had occurred due to a further sustained decline in our stock price, resulting in our carrying value (excluding long-term debt) exceeding the Companys total enterprise value (market capitalization plus long-term debt). Additional factors that contributed to these conclusions included downward revisions to our internal forecasts and strategic long-term plans, which reflect the tariff policies in effect and the related macroeconomic environment at the end of each quarter of fiscal 2026, including the corresponding impact on consumer spending and retailer orders. These factors were applicable to all of our reporting units, indefinite-lived trademark licenses and trade names and definite-lived trademark licenses, trade names and certain other intangible assets. …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Note 18 - Income Taxes We reorganized the Company in Bermuda in 1994 and many of our foreign subsidiaries are not directly or indirectly owned by a U.S. parent. As such, a significant portion of our foreign income is not subject to U.S. taxation on a permanent basis under current law. Additionally, our intangible assets are primarily owned by foreign affiliates, resulting in proportionally higher earnings in jurisdictions with statutory tax rates lower than the U.S. Taxable income in each jurisdiction, whether U.S. or foreign, is determined by the subsidiarys operating results as well as applicable transfer pricing and tax regulations. In July 2025, a reconciliation bill, commonly referred to as the One Big Beautiful Bill Act, was signed into law. The legislation includes a broad range of U.S. tax reform provisions. There were no discrete effects upon enactment in the second quarter of fiscal 2026 or material impacts on our fiscal 2026 consolidated financial statements. This legislation is not expected to have a material impact on our consolidated financial statements in the foreseeable future. The Organisation for Economic Co-operation and Development (OECD) has introduced a framework to implement a global minimum corporate income tax of 15%, referred to as Pillar Two. Certain countries in which we operate have enacted, or are in the process of enacting, domestic legislation aligned with OECDs Pillar Two Model Rules. Pillar Two legislation in effect for our fiscal 2025 and 2 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Note 3 - Leases We determine if an arrangement is or contains a lease at contract inception and determine its classification as an operating or finance lease at lease commencement. We primarily have leases for office space, which are classified as operating leases. Operating leases are included in operating lease assets, accrued expenses and other current liabilities , and lease liabilities, non-current in our consolidated balance sheets. Operating lease assets and operating lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. As most of our lease contracts do not provide an explicit interest rate, we use an estimated secured incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. We include options to extend or terminate the lease in the lease term for accounting considerations when it is reasonably certain that we will exercise that option. Our leases have remaining lease terms of less than 1 year to 20 years. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. We do not recognize leases with an initial term of twelve months or less on the balance sheet and instead recognize the related lease payments as expense in the consolidated statements of (loss) income on a straight-line basis over the lease term. We account for lease and non-lease components as a single leas …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Adopted In July 2025, the FASB issued ASU 2025-05, Financial Instruments Credit Losses (Topic 326) : Measurement of Credit Losses for Accounts Receivable and Contract Assets , which permits entities to elect a practical expedient to assume current conditions as of the balance sheet date will not change for the remaining life of accounts receivable and contract assets when developing forecasts as part of estimating expected credit losses. The amendments in ASU 2025-05 are effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively. We adopted this ASU during the fourth quarter of fiscal 2026, and the adoption did not have a material impact on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. …

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Note 9 - Defined Contribution Plans We sponsor defined contribution savings plans in the U.S. and other countries where we have associates. Total company matching contributions made to these plans for fiscal 2026, 2025 and 2024 were $7.1 million, $6.7 million and $6.0 million, respectively.

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Note 11 - Restructuring Plan During fiscal 2023, we initiated a global restructuring plan intended to expand operating margins through initiatives designed to improve efficiency and effectiveness and reduce costs (referred to as Project Pegasus). As part of our Project Pegasus we incurred severance and employee related costs, professional fees, contract termination costs and other exit and disposal costs which were recorded as Restructuring charges in the consolidated statements of (loss) income. Severance and employee related costs consisted primarily of salary continuation benefits, prorated annual incentive compensation (based on eligibility), outplacement services and continuation of health benefits. Severance and employee related benefits were pursuant to our severance plan and accounted for in accordance with ASC 712, Compensation - Nonretirement Postemployment Benefits , based upon the characteristics of the termination benefits pursuant to our severance plan. Severance and employee related costs were recognized when the benefits were determined to be probable of being paid and reasonably estimable. Professional fees, contract termination costs and other exit and disposal costs were accounted for in accordance with ASC 420, Exit or Disposal Cost Obligations and recognized as incurred. Restructuring accruals are based upon management estimates at the time and subject to change depending upon changes in facts and circumstances subsequent to the date the original liabilit …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

Note 17 - Segment and Geographic Information Segment Information We operate through two strategic business divisions, each comprised of operating segments organized by our brands and product lines. Operating segments with similar economic and qualitative characteristics are aggregated into our two reportable segments, which align with our strategic business divisions. Our two reportable segments consist of Home & Outdoor and Beauty & Wellness. The Olive & June brand and products were added to the Beauty & Wellness segment upon the completion of the acquisition. For additional information on our segments refer to Note 1 and Item 1., Business, included within this Annual Report. Segment financial information is prepared in accordance with GAAP and our significant accounting policies described in Note 1. Resources are allocated and performance is assessed using segment operating income by our Chief Executive Officer, whom we have determined to be our Chief Operating Decision Maker (CODM). Our CODM utilizes segment operating income when making decisions about allocating capital and personnel to the segments, predominantly in the annual budget and quarterly forecasting processes. In addition, our CODM uses operating income, including comparison of actual results to budget and forecast, in assessing the performance of each segment and in evaluating product pricing, distribution strategies and marketing investments. Our CODM reviews balance sheet information at a con …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Note 8 - Commitments and Contingencies Legal Matters We are involved in various legal claims and proceedings in the normal course of operations. We believe the outcome of these matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity, except as described below. In fiscal 2022, we completed the sale of our North America personal care business to HRB Brands LLC (HRB Brands). After the sale, we were named as a defendant in multiple lawsuits related to the use of personal care products containing talcum powder, primarily Brut deodorant and Ammens powder sold by our wholly-owned subsidiary, Idelle Labs, Ltd. We tendered indemnification of these cases to HRB Brands, which assumed control of the defense of the claims. After many years, during the fourth quarter of fiscal 2026, HRB Brands asserted that it was contesting the indemnification of these cases and tendered the indemnification back to us. Consequently, in order to protect the Company and its rights and defenses, we began to defend these cases. The Company maintains its position that HRB Brands is obligated to defend and indemnify the Company against these claims and plans to vigorously contest HRB Brands position. With respect to the talcum powder cases, we believe we have substantial defenses to the claims. The ultimate outcome of enforcing our indemnification claims against HRB Brands and the litigation relating to the talcum cases is inherently uncertain, …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Note 9 - Long-Term Debt A summary of our long-term debt follows: (in thousands) May 31, 2026 February 28, 2026 Credit Agreement (1): Revolving loans $ 249,380 $ 308,200 Term loans 471,094 477,344 Total borrowings under Credit Agreement 720,474 785,544 Unamortized prepaid financing fees (4,327) (4,733) Total long-term debt 716,147 780,811 Less: current maturities of long-term debt (25,000) (25,000) Long-term debt, excluding current maturities $ 691,147 $ 755,811 (1) The weighted average interest rates on borrowings outstanding under the Credit Agreement (defined below) inclusive of the impact of our interest rate swaps as of May 31, 2026 and February 28, 2026 were 5.6% and 5.7% , respectively. Credit Agreement We have an amended credit agreement (the Credit Agreement) with Bank of America, N.A., as administrative agent, and other lenders that provides for aggregate commitments of $1.25 billion, which are available through (i) a $750 million revolving credit facility, which includes a $50 million sublimit for the issuance of letters of credit, (ii) a $250 million term loan facility, and (iii) a $250 million delayed draw term loan facility. Proceeds can be used for working capital and other general corporate purposes, including funding permitted acquisitions. During the first quarter of fiscal 2026, we borrowed $250.0 million under the delayed draw term loan facility and utilized the proceeds to repay debt outstanding under the revolving credit facility. During the first quarter …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Note 6 - Share-Based Compensation Plans As part of our compensation structure, we grant share-based compensation awards to certain employees and non-employee members of our Board of Directors during the fiscal year. These awards may be subject to attainment of certain service conditions, performance conditions and/or market conditions. In connection with our annual grant during the first quarter of fiscal 2027, we granted 921,095 service condition awards (Service Condition Awards) with a weighted average grant date fair value of $16.47. Additionally, we granted 449,304 performance-based awards during the first quarter of fiscal 2027, of which 299,550 contained performance conditions (Performance Condition Awards) and 149,754 contained market conditions (Market Condition Awards), with weighted average grant date fair values of $16.47 and $12.35, respectively. Refer to our Form 10-K for further information on the Companys share-based compensation plans. We recorded share-based compensation expense in SG&A as follows: Three Months Ended May 31, (in thousands) 2026 2025 (1) Directors stock compensation $ 196 $ 196 Service Condition Awards 3,859 3,941 Performance Condition Awards 1,039 (4,526) Market Condition Awards 838 124 Employee stock purchase plan 505 561 Share-based compensation expense 6,437 296 Less: income tax benefits (424) (157) Share-based compensation expense, net of income tax benefits $ 6,013 $ 139 (1) Share-based compensation expense during the first quarter o …

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Note 10 - Fair Value Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Valuation techniques under the accounting guidance related to fair value measurements are based on observable and unobservable inputs. These inputs are classified into the following hierarchy: Level 1: Quoted prices for identical assets or liabilities in active markets; Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable; and Level 3: Unobservable inputs that reflect the reporting entitys own assumptions. Recurring Fair Value Measurements All of our financial assets and liabilities, except for our investments in U.S. Treasury Bills and our contingent consideration liability, are classified as Level 2 because their valuation is dependent on observable inputs and other quoted prices for similar assets or liabilities, or model-derived valuations whose significant value drivers are observable. Our investments in U.S. Treasury Bills are classified as Level 1 because their value is based on quoted prices in active markets for identical a …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Note 5 - Goodwill and Intangibles We perform annual impairment testing each fiscal year and interim impairment testing, if necessary. We write down any asset deemed to be impaired to its fair value. During the first quarter of fiscal 2027, we did not identify any circumstances or conditions which suggest that the carrying value of our goodwill and other intangible assets might be impaired and did not recognize any asset impairment charges. During the first quarter of fiscal 2026, we concluded that a goodwill impairment triggering event had occurred due to a further sustained decline in our stock price, resulting in our carrying value (excluding long-term debt) exceeding the Companys total enterprise value (market capitalization plus long-term debt). Additional factors that contributed to this conclusion included downward revisions to our internal forecasts and strategic long-term plans, which reflected the tariff policies in effect and the related macroeconomic environment at the end of our first quarter of fiscal 2026, including the corresponding impact on consumer spending and retailer orders. These factors were applicable to all of our reporting units, indefinite-lived trademark licenses and trade names and definite-lived trademark licenses, trade names and certain other intangible assets. Thus, we performed quantitative impairment testing on our goodwill and intangible assets described above during the first quarter of fiscal 2026. We estimate the fair value of our trade …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Note 14 - Income Taxes We reorganized the Company in Bermuda in 1994, and many of our foreign subsidiaries are not directly or indirectly owned by a U.S. parent. As such, a significant portion of our foreign income is not subject to U.S. taxation on a permanent basis under current law. Additionally, our intangible assets are primarily owned by foreign affiliates, resulting in proportionally higher earnings in jurisdictions with statutory tax rates lower than the U.S. Taxable income in each jurisdiction, whether U.S. or foreign, is determined by the subsidiarys operating results as well as applicable transfer pricing and tax regulations. For interim periods, our income tax expense and resulting effective tax rate are based on an estimated annual effective tax rate, adjusted for the impact of discrete items recognized in the period. Discrete items include changes in tax laws or rates, changes in estimates for uncertain tax positions, excess tax benefits or deficiencies from stock-based compensation, foreign currency remeasurement effects that are not reasonably estimable, and other infrequent or non-recurring items. Discrete items do not include the asset impairment charges described below and in Note 5. During the first quarter of fiscal 2026, we recognized goodwill and other intangible asset impairment charges of $414.4 million, which included $265.0 million of non-deductible goodwill that did not result in a tax benefit. The tax benefit on the impairment charge of $24.2 mill …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Note 13 - Segment and Geographic Information Segment Information We operate through two strategic business divisions, each comprised of operating segments organized by our brands and product lines. Operating segments with similar economic and qualitative characteristics are aggregated into our two reportable segments, which align with our strategic business divisions. Our two reportable segments consist of Home & Outdoor and Beauty & Wellness. For additional information on our segments refer to Note 1. Segment financial information is prepared in accordance with GAAP and our significant accounting policies described in Note 1 of our Form 10-K. Resources are allocated and performance is assessed using segment operating income by our Chief Executive Officer, whom we have determined to be our Chief Operating Decision Maker (CODM). Our CODM utilizes segment operating income when making decisions about allocating capital and personnel to the segments, predominantly in the annual budget and quarterly forecasting processes. In addition, our CODM uses operating income, including comparison of actual results to budget and forecast, in assessing the performance of each segment and in evaluating product pricing, distribution strategies and marketing investments. Our CODM reviews balance sheet information at a consolidated level. We compute segment operating income based on net sales revenue, less cost of goods sold, SG&A, asset impairment charges and restructuring charges. T …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing