Exela & Par Chadha Secure 29% Stake in XBP Global via Ch.11 Swap

Q: How much of XBP Global Holdings (XBPEW) does Exela now own?

Exela and its subsidiaries beneficially own 33,669,980 shares/warrants, representing 27.08 % of outstanding common stock.

Q: How were the shares acquired?

They were issued on 29 Jul 2025 through a Chapter 11 plan converting 2026 note claims and via a membership interest purchase.

Q: Are the new shares subject to any restrictions?

Yes. They are pledged to cover restructuring tax liabilities and are covered by a Registration Rights Agreement for future resale.

Q: What potential dilution exists from warrants?

Exela holds 6,632,418 warrant shares; if exercised, XBP鈥檚 share count would rise accordingly, diluting existing holders.

[10-Q] Edgewell Personal Care Company Quarterly Earnings Report

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

Exela Technologies, Inc. and its controlled entities (XCV-STS, LLC and GP 3XCV LLC) filed a Schedule 13D disclosing equity obtained through XBP Global Holdings, Inc.鈥檚 Chapter 11 restructuring completed on 29 Jul 2025.

鈥� Exela now beneficially owns 33,669,980 shares/warrants, equal to 27.08 % of XBP鈥檚 117,715,369 outstanding shares.
鈥� Executive Chairman Par Chadha personally holds another 2,357,260 shares; combined with Exela鈥檚 stake, he controls 36,027,240 shares/warrants or 28.97 % of the company.
鈥� Ownership arose from conversion of Allowed Notes Claims and a Membership Interest Purchase Agreement executed during the court-approved restructuring. Subsidiaries received 25.4 m common shares plus 6.63 m warrant shares; warrants鈥� terms are filed as Exhibit 99.3.

The shares received are pledged as security for potential tax obligations tied to the restructuring. A Tax Funding Agreement obligates Exela affiliates to pay the first $15 m and any liability above $25 m. A Registration Rights Agreement grants shelf, demand and piggy-back rights for future resale. No other purpose or immediate plans (e.g., takeover, board changes) are stated beyond investment and fulfillment of court-mandated arrangements.

Post-transaction, XBP鈥檚 shareholder base is highly concentrated, giving Exela/Chadha significant influence while leaving 71 % in public or other hands.

Exela Technologies, Inc.鞕€ 攴� 韱奠牅頃橃棎鞛堧姅氩曥澑霌�(XCV-STS, LLC 氚� GP 3XCV LLC)鞚€ XBP Global Holdings, Inc.鞚� 毂曧劙 11 甑“臁办爼鞚� 2025雲� 7鞗� 29鞚� 鞕勲霅棎霐半澕歆€攵� 頇曤炒毳� 瓿店皽頃橂姅 Schedule 13D毳� 鞝滌稖頄堨姷雼堧嫟.

鈥� Exela電� 順勳灛 XBP鞚� 齑� 117,715,369欤� 欷� 33,669,980欤�(鞗岆煱韸� 韽暔)毳� 鞁れ鞝侅溂搿� 氤挫湢頃橁碃鞛堨溂氅�, 鞚措姅 27.08%鞐� 頃措嫻頃╇媹雼�.
鈥� 斓滉碃瓴届榿鞛�(Executive Chairman) Par Chadha電� 臧滌澑鞝侅溂搿� 於旉皜搿� 2,357,260欤茧ゼ氤挫湢頃橁碃鞛堨溂氅�, Exela 歆€攵勱臣頃╈偘鞁� 齑� 36,027,240欤�(鞗岆煱韸� 韽暔), 歃� 須岇偓歆€攵勳潣 28.97%毳� 韱奠牅頃╇媹雼�.
鈥� 頃措嫻歆€攵勳潃氩曥洂鞀轨澑甑“臁办爼瓿检爼鞐愳劀 Allowed Notes Claims 鞝勴櫂氚� Membership Interest Purchase Agreement 觳搓舶鞚� 韱淀暣氚滌儩頄堨姷雼堧嫟. 鞛愴殞靷摛鞚€ 2,540毵� 欤检潣氤错喌欤检檧 663毵� 欤检潣鞗岆煱韸� 欤检嫕鞚� 氚涭晿鞙茧┌, 鞗岆煱韸� 臁瓣贝鞚€ Exhibit 99.3鞙茧 鞝滌稖霅橃柎鞛堨姷雼堧嫟.

靾橂牴頃� 欤检嫕鞚€ 甑“臁办爼瓿� 甏€霠悳鞛犾灛鞝� 靹戈笀鞚橂鞐� 雽€牍勴暅 雼措炒搿� 靹れ爼霅橃柎鞛堨姷雼堧嫟. Tax Funding Agreement鞐� 霐半澕 Exela 瓿勳棿靷姅斓滌磮 1,500毵� 雼煬鞕€ 2,500毵� 雼煬齑堦臣攵勳棎雽€頃� 毂呾瀯鞚� 攵€雼错暕雼堧嫟. Registration Rights Agreement電� 頄ロ泟鞛寪毵るゼ鞙勴暅 shelf, demand, piggy-back 甓岆Μ毳� 攵€鞐暕雼堧嫟. 韴瀽氚� 氩曥洂氇呺牴鞚错枆鞕胳棎鞚胳垬雮� 鞚挫偓須� 氤€瓴� 霌� 歃夑皝鞝侅澑瓿勴殟鞚€ 氇呾嫓霅橃柎鞛堨 鞎婌姷雼堧嫟.

瓯半灅頉� XBP鞚� 欤检＜旮半皹鞚€ 毵れ毎歆戩霅橃柎 Exela/Chadha鞐愱矊靸侂嫻頃� 鞓來枼霠レ潉攵€鞐晿氅�, 71%電� 瓿店车霕愲姅旮绊儉韴瀽鞛愲摛鞚� 靻愳棎雮晞鞛堨姷雼堧嫟.

Positive

Debt-to-equity conversion eliminates a portion of XBP鈥檚 11.5 % 2026 notes, reducing leverage post-bankruptcy.
Exela/Chadha鈥檚 29 % stake may align interests between a strategic partner and XBP, potentially aiding operational support.
Registration Rights Agreement improves future liquidity for large holders, lowering overhang uncertainty once shares are registered.

Negative

High ownership concentration (鈮�29 %) increases governance control risk for minority shareholders.
All pledged shares secure up to $25 m+ tax liabilities, creating potential forced-sale or encumbrance scenarios.
Possible future share sales by Exela once registration becomes effective could pressure the stock鈥檚 float and price.

Insights

TL;DR 鈥� Restructuring gives Exela/Chadha 29 % control of XBP, improving alignment but raising concentration and tax-pledge risks.

The filing formalises a court-driven debt-to-equity swap, converting Exela鈥檚 2026 note claims into 27 % equity plus warrants. Coupled with Chadha鈥檚 direct holdings, effective control nears 29 %. Investors gain clarity on cap-table and future dilution: all counts are based on 117.7 m shares, fully reflecting 6.6 m warrant shares. The Registration Rights Agreement hints at potential secondary sales once lock-ups lapse, affecting float. Pledge of shares to satisfy up to >$25 m of transaction tax liability introduces encumbrance risk. Overall impact is strategic but not immediately value-changing; governance influence is enhanced, yet concentration could deter minority investors.

08/05/2025 - 04:17 PM

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM 10-Q

_______________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File Number: 001-15401

____________________________________________________________________________________________________________

EDGEWELL PERSONAL CARE COMPANY

(Exact name of registrant as specified in its charter)

Missouri

43-1863181

(State or other jurisdiction of incorporation or organization)

(I. R. S. Employer Identification No.)

6 Research Drive

(203)

944-5500

Shelton,

06484

(Registrant’s telephone number, including area code)

(Address of principal executive offices and zip code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	EPC	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

(Do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common shares, $0.01 par value - 46,464,244 shares as of July 31, 2025.

EDGEWELL PERSONAL CARE COMPANY

INDEX TO FORM 10-Q


PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Statements of Earnings and Comprehensive Income for the three and nine months ended June 30, 2025 and 2024	3
	Condensed Consolidated Balance Sheets as of June 30, 2025 and September 30, 2024	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2025 and 2024	5
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three and nine months ended June 30, 2025 and 2024	6
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37

PART II.	OTHER INFORMATION
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 5.	Other Information	38
Item 6.	Exhibits	38

SIGNATURE		39

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

EDGEWELL PERSONAL CARE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

(unaudited, in millions, except per share data)


	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Net sales	$	627.2	$	647.8	$	1,686.3	$	1,736.1
Cost of products sold	358.7		360.7		970.0		993.2
Gross profit	268.5		287.1		716.3		742.9

Selling, general and administrative expense	104.4		110.1		313.0		320.9
Advertising and sales promotion expense	80.4		76.6		196.2		187.9
Research and development expense	14.0		14.6		41.8		42.1
Restructuring charges	16.0		3.1		32.4		13.1
Operating income	53.7		82.7		132.9		178.9
Interest expense associated with debt	19.4		18.8		58.4		59.0
Other (income) expense, net	(2.9)		1.4		(2.3)		4.4
Earnings before income taxes	37.2		62.5		76.8		115.5
Income tax provision	8.1		13.5		20.8		25.7
Net earnings	$	29.1	$	49.0	$	56.0	$	89.8

Earnings per share:
Basic net earnings per share	$	0.62	$	0.99	$	1.17	$	1.80
Diluted net earnings per share	$	0.62	$	0.98	$	1.17	$	1.79

Weighted-average shares outstanding:
Basic	46.8		49.5		47.8		49.8
Diluted	47.0		50.1		48.0		50.3

Statements of Comprehensive Income:
Net earnings	$	29.1	$	49.0	$	56.0	$	89.8
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustments	53.5		(13.1)		28.2		(2.1)
Pension and postretirement activity, net of tax (benefit) of $0.1, $(0.1), $0.4 and $(0.9)	0.5		(0.5)		1.2		(1.1)
Deferred loss on hedging activity, net of tax (benefit) of $(1.6), $0.3, $(0.6) and nil	(3.7)		0.6		(1.5)		(0.1)
Total other comprehensive (loss) income, net of tax	50.3		(13.0)		27.9		(3.3)
Total comprehensive income	$	79.4	$	36.0	$	83.9	$	86.5

See accompanying Notes to Condensed Consolidated Financial Statements.

EDGEWELL PERSONAL CARE COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in millions, except share data)


	June 30, 2025		September 30, 2024
Assets
Current assets
Cash and cash equivalents	$	199.6	$	209.1
Trade receivables, less allowance for doubtful accounts of $4.5 and $4.6	153.2		109.4
Inventories	488.4		477.3
Other current assets	163.5		140.2
Total current assets	1,004.7		936.0
Property, plant and equipment, net	355.7		349.1
Goodwill	1,342.9		1,338.6
Other intangible assets, net	929.3		948.5
Other assets	160.7		158.7
Total assets	$	3,793.3	$	3,730.9

Liabilities and Shareholders’ Equity
Current liabilities
Notes payable	$	23.2	$	24.5
Accounts payable	224.5		219.3
Other current liabilities	319.7		319.8
Total current liabilities	567.4		563.6
Long-term debt	1,372.7		1,275.0
Deferred income tax liabilities	133.7		133.2
Other liabilities	151.5		175.0
Total liabilities	2,225.3		2,146.8
Shareholders’ equity

Preferred shares, $0.01 par value, 10,000,000 authorized; none issued or outstanding	—		—
Common shares, $0.01 par value, 300,000,000 authorized; 65,251,989 issued; 46,457,490 and 48,920,813 outstanding	0.7		0.7
Additional paid-in capital	1,573.5		1,586.0
Retained earnings	1,124.4		1,090.1
Common shares in treasury at cost, 18,794,499 and 16,331,176	(1,003.7)		(937.9)
Accumulated other comprehensive loss	(126.9)		(154.8)
Total shareholders’ equity	1,568.0		1,584.1
Total liabilities and shareholders’ equity	$	3,793.3	$	3,730.9

See accompanying Notes to Condensed Consolidated Financial Statements.

EDGEWELL PERSONAL CARE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in millions)


	Nine Months Ended June 30,
	2025		2024
Cash Flow from Operating Activities
Net earnings	$	56.0	$	89.8
Depreciation and amortization	65.6		66.6
Share-based compensation expense	18.8		20.4
Loss on sale of assets	1.7		0.3

Deferred compensation payments	(2.4)		(1.6)
Deferred income taxes	(0.5)		1.3
Other, net	(12.2)		(11.0)
Changes in operating assets and liabilities	(82.7)		(8.5)
Net cash provided by operating activities	44.3		157.3

Cash Flow from Investing Activities
Capital expenditures	(49.4)		(30.6)
Collection of deferred purchase price on accounts receivable sold	5.6		0.2
Other, net	(1.5)		(6.5)
Net cash used for investing activities	(45.3)		(36.9)

Cash Flow from Financing Activities
Cash proceeds from debt with original maturities greater than 90 days	774.0		633.0
Cash payments on debt with original maturities greater than 90 days	(678.0)		(705.0)
(Payments for) proceeds from debt with original maturities of 90 days or less	(0.8)		1.9
Repurchase of shares	(90.2)		(40.2)
Dividends to common shareholders	(22.4)		(23.3)
Net financing inflow from the Accounts Receivable Facility	14.2		4.3
Employee shares withheld for taxes	(7.4)		(7.1)
Other, net	(0.3)		(2.9)
Net cash used for financing activities	(10.9)		(139.3)

Effect of exchange rate changes on cash	2.4		(1.4)

Net decrease in cash and cash equivalents	(9.5)		(20.3)
Cash and cash equivalents, beginning of period	209.1		216.4
Cash and cash equivalents, end of period	$	199.6	$	196.1

See accompanying Notes to Condensed Consolidated Financial Statements.

EDGEWELL PERSONAL CARE COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(unaudited, in millions)


	Common Shares			Treasury Shares
	Number	Par Value		Number	Amount		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity
Balance as of September 30, 2024	65.2	$	0.7	(16.3)	$	(937.9)	$	1,586.0	$	1,090.1	$	(154.8)	$	1,584.1
Net loss	—	—		—	—		—		(2.1)		—		(2.1)
Foreign currency translation adjustments	—	—		—	—		—		—		(48.3)		(48.3)
Pension and postretirement activity	—	—		—	—		—		—		0.4		0.4
Deferred gain on hedging activity	—	—		—	—		—		—		5.0		5.0
Dividends declared to common shareholders	—	—		—	—		—		(7.1)		—		(7.1)
Repurchase of shares including excise tax	—	—		(0.8)	(30.1)		—		—		—		(30.1)
Activity under share plans	—	—		0.3	23.3		(24.2)		—		—		(0.9)
Balance as of December 31, 2024	65.2	$	0.7	(16.8)	$	(944.7)	$	1,561.8	$	1,080.9	$	(197.7)	$	1,501.0
Net earnings	—	—		—	—		—		29.0		—		29.0
Foreign currency translation adjustments	—	—		—	—		—		—		23.0		23.0
Pension and postretirement activity	—	—		—	—		—		—		0.3		0.3
Deferred loss on hedging activity	—	—		—	—		—		—		(2.8)		(2.8)
Dividends declared to common shareholders	—	—		—	—		—		(7.6)		—		(7.6)
Repurchase of shares including excise tax	—	—		(1.1)	(35.2)		—		—		—		(35.2)
Activity under share plans	—	—		—	0.7		5.5		—		—		6.2
Balance as of March 31, 2025	65.2	$	0.7	(17.9)	$	(979.2)	$	1,567.3	$	1,102.3	$	(177.2)	$	1,513.9
Net earnings	—	—		—	—		—		29.1		—		29.1
Foreign currency translation adjustments	—	—		—	—		—		—		53.5		53.5
Pension and postretirement activity	—	—		—	—		—		—		0.5		0.5
Deferred loss on hedging activity	—	—		—	—		—		—		(3.7)		(3.7)
Dividends declared to common shareholders	—	—		—	—		—		(7.0)		—		(7.0)
Repurchase of shares including excise tax	—	—		(0.9)	(24.6)		—		—		—		(24.6)
Activity under share plans	—	—		—	0.1		6.2		—		—		6.3
Balance at June 30, 2025	65.2	$	0.7	(18.8)	$	(1,003.7)	$	1,573.5	$	1,124.4	$	(126.9)	$	1,568.0


	Common Shares			Treasury Shares
	Number	Par Value		Number	Amount		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Shareholders’ Equity
Balance as of September 30, 2023	65.2	$	0.7	(15.0)	$	(906.1)	$	1,593.8	$	1,022.1	$	(170.0)	$	1,540.5
Net earnings	—	—		—	—		—		4.8		—		4.8
Foreign currency translation adjustments	—	—		—	—		—		—		27.0		27.0
Pension and postretirement activity	—	—		—	—		—		—		(0.1)		(0.1)
Deferred loss on hedging activity	—	—		—	—		—		—		(3.4)		(3.4)
Dividends declared to common shareholders	—	—		—	—		—		(7.6)		—		(7.6)
Repurchase of shares including excise tax	—	—		(0.4)	(15.5)		—		—		—		(15.5)
Activity under share plans	—	—		0.2	25.0		(24.9)		—		—		0.1
Balance as of December 31, 2023	65.2	$	0.7	(15.2)	$	(896.6)	$	1,568.9	$	1,019.3	$	(146.5)	$	1,545.8
Net earnings	—	—		—	—		—		36.0		—		36.0
Foreign currency translation adjustments	—	—		—	—		—		—		(16.0)		(16.0)
Pension and postretirement activity	—	—		—	—		—		—		(0.5)		(0.5)
Deferred gain on hedging activity	—	—		—	—		—		—		2.7		2.7
Dividends declared to common shareholders	—	—		—	—		—		(7.6)		—		(7.6)
Repurchase of shares including excise tax	—	—		(0.4)	(15.4)		—		—		—		(15.4)
Activity under share plans	—	—		—	0.9		5.4		—		—		6.3
Balance as of March 31, 2024	65.2	$	0.7	(15.6)	$	(911.1)	$	1,574.3	$	1,047.7	$	(160.3)	$	1,551.3
Net earnings	—	—		—	—		—		49.0		—		49.0
Foreign currency translation adjustments	—	—		—	—		—		—		(13.1)		(13.1)
Pension and postretirement activity	—	—		—	—		—		—		(0.5)		(0.5)
Deferred gain on hedging activity	—	—		—	—		—		—		0.6		0.6
Dividends declared	—	—		—	—		—		(7.7)		—		(7.7)
Repurchase of shares	—	—		(0.3)	(9.9)		—		—		—		(9.9)
Activity under share plans	—	—		—	0.4		6.5		—		—		6.9
Balance as of June 30, 2024	65.2	$	0.7	(15.9)	$	(920.6)	$	1,580.8	$	1,089.0	$	(173.3)	$	1,576.6

See accompanying Notes to Condensed Consolidated Financial Statements.

EDGEWELL PERSONAL CARE COMPANY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited, in millions, except per share data)

Note 1 - Background and Basis of Presentation

Background

Edgewell Personal Care Company and its subsidiaries (collectively, “Edgewell” or the “Company”) is one of the world’s largest manufacturers and marketers of personal care products in the wet shave, sun and skin care, and feminine care categories. With operations in approximately 20 countries, the Company’s products are widely available in more than 50 countries.

The Company conducts its business in the following three segments:

•Wet Shave consists of products sold under the Schick®, Wilkinson SwordTM, Edge, Skintimate®, Billie®, Shave Guard and our custom brands group (formerly sold under our Shave Guard and Personna® brands), as well as non-branded products. The Company’s wet shave products include razor handles and refillable blades, disposable shave products, and shaving gels and creams.

•Sun and Skin Care consists of Banana Boat® and Hawaiian Tropic® sun care products, Jack Black®, Bulldog® and Cremo® men’s and women’s grooming products, Billie women’s grooming products and Wet Ones® products.

•Feminine Care includes tampons, pads and liners sold under the Playtex Gentle Glide® and Sport®, Stayfree®, Carefree®, and o.b.® brands.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its controlled subsidiaries and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) under the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The preparation of the unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results may differ materially from those estimates. All intercompany balances and transactions have been eliminated in consolidation and, in the opinion of management, all normal recurring adjustments considered necessary for a fair statement have been included in the interim results reported. The fiscal year-end balance sheet data was derived from audited consolidated financial statements, but do not include all of the annual disclosures required by GAAP; accordingly, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited annual consolidated financial statements included in its Annual Report on Form 10-K filed with the SEC on November 14, 2024, as amended on November 21, 2024.

Certain immaterial prior year amounts have been reclassified to conform with the current year’s presentation.

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. ASU 2024-03 provides guidance to expand disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. We are currently evaluating this ASU to determine its impact on our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures to update income tax disclosure requirements primarily by requiring specific categories and greater disaggregation within the rate reconciliation and disaggregation of income taxes paid by jurisdiction. The amendments in the ASU also remove disclosures related to certain unrecognized tax benefits and deferred taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The amendments may be applied prospectively or retrospectively and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU No. 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to expand reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in the ASU require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to an entity's chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. Annual disclosures are required for fiscal years beginning after December 15, 2023. Interim disclosures are required for periods within fiscal years beginning after December 15, 2024. Retrospective application is required for all prior periods presented and early adoption is permitted. We are currently assessing the impact of the requirements on our consolidated financial statements and disclosures.

No other new accounting pronouncement issued or effective during the fiscal year had, or is expected to have, a material impact on our Condensed Consolidated Financial Statements.

Recently Adopted Accounting Pronouncements

In September 2022, the FASB issued Accounting Standards Update 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations" which requires that a buyer in a supplier finance program disclose additional information about the program for financial statement users including a rollforward of those obligations. The Company adopted the standard as of October 1, 2023, except for amendments relating to the rollforward requirement, which is effective for fiscal years beginning after December 15, 2023.

The Company has agreements with its suppliers in the ordinary course of business for such supplier finance programs which facilitate each participating supplier’s ability to finance payment obligations of the Company with designated third-party financial institutions. The Company is not a party to the arrangements between the suppliers and the third-party financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements. The payment terms under the programs range from 60 to 120 days. As of June 30, 2025 and September 30, 2024, $18.6 and $16.9, respectively, were valid obligations under the various programs. The obligations are presented as Accounts payable on the Condensed Consolidated Balance Sheets.

Note 2 - Restructuring and Related Charges

Operating Model Redesign

In fiscal 2025, the Company continues to take actions to strengthen its operating model, simplify the organization’s ways of working and improve manufacturing and supply chain efficiency and productivity. As a result of these actions, the Company expects to incur restructuring and related charges of approximately $17 in fiscal 2025. The Company has incurred restructuring and related charges as follows:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Severance and related costs	$	5.3	$	1.3	$	5.8	$	6.3
Asset write-off and accelerated depreciation	—		—		1.1		0.3
Consulting, project implementation and management, and other exit costs	2.9		1.9		7.6		6.6
Total restructuring and related charges (1)	$	8.2	$	3.2	$	14.5	$	13.2

(1) Restructuring and related charges of $0.6 are included within Selling, general and administrative expense (“SG&A”) for both the three and nine months ended June 30, 2025. Restructuring and related charges of $0.1 are included within SG&A for the three and nine months ended June 30, 2024.

Consolidation of Mexico Facilities

In fiscal 2024, the Company announced certain operational and organizational steps designed to streamline the Company’s operations and supply chain by consolidating its current Mexico operations in Obregon and Mexico City into a single facility in Aguascalientes, Mexico. As a result of these actions, the Company is anticipating incurring restructuring and related charges of $27 in fiscal 2025 and is expected to be completed by the second quarter of fiscal 2026.


	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Severance and related benefit costs (1)	$	0.3	$	—	(0.2)		—
Asset write-off and accelerated depreciation	1.2		—		1.8		—
Consulting, project implementation and management, and other exit costs	8.1		—		18.1		—
Total restructuring and related charges (2) (3)	$	9.6	$	—	$	19.7	$	—

(1) Due to natural workforce attrition, the Company recorded an adjustment for the nine months ended June 30, 2025 to the severance accrual as of September 30, 2024.

(2) Restructuring and related charges of $1.2 are included within Cost of products sold for both the three and nine months ended June 30, 2025.

(3) The Company does not include restructuring and related charges in the results of its reportable segments; however, these charges are related to the Wet Shave segment.

Restructuring Reserves


	Operating Model Redesign		Consolidation of Mexico Facilities		Total
Severance and related benefit costs








Balance at September 30, 2024	$	5.1	$	15.6	$	20.7
Charge to income	5.8		(0.2)		5.6
Cash payments	(2.3)		1.0		(1.3)
Non-cash utilization	(1.3)		(0.6)		(1.9)
Balance at June 30, 2025	7.3		15.8		23.1

Asset write-off and accelerated depreciation







Balance at September 30, 2024	—		—		—
Charge to income	1.1		1.8		2.9
Non-cash utilization	(1.1)		(1.8)		(2.9)
Balance at June 30, 2025	—		—		—

Consulting, project implementation and management, and other exit costs








Balance at September 30, 2024	0.7		—		0.7
Charge to income	7.6		18.1		25.7
Cash payments	(7.6)		(15.9)		(23.5)
Non-cash utilization	(0.7)		(1.5)		(2.2)
Balance at June 30, 2025	—		0.7		0.7

Total restructuring and related activities accrual	$	7.3	$	16.5	$	23.8

Note 3 - Income Taxes

The source of income taxes are below:


	Three Months Ended June 30,						Nine Months Ended June 30,
	2025			2024			2025			2024
Earnings before income taxes	$	37.2		$	62.5		$	76.8		$	115.5
Income tax provision	8.1			13.5			20.8			25.7

Effective tax rate	21.7		%	21.6		%	27.0		%	22.2		%

For the three and nine months ended June 30, 2025, the difference between the federal statutory rate and the effective rate was primarily due to an unfavorable mix of earnings in higher tax rate jurisdictions.

For the three and nine months ended June 30, 2024, the difference between the federal statutory rate and the effective rate was primarily due to an unfavorable mix of earnings in higher tax rate jurisdictions.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and several new US tax law changes. The legislation has multiple effective dates with certain provisions effective for the Company beginning fiscal 2026. We are currently assessing the impact of these tax law changes on our consolidated financial statements.

Note 4 - Earnings per Share

Basic earnings per share is based on the weighted-average number of common shares outstanding during the period. Diluted net earnings per share is based on the number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of share options, restricted share equivalent (“RSE”) and performance restricted share equivalent (“PRSE”) awards.

The following is the reconciliation between the number of weighted-average shares used in the basic and diluted net earnings per share calculation:


	Three Months Ended June 30,		Nine Months Ended June 30,
	2025	2024	2025	2024
Basic weighted-average shares outstanding	46.8	49.5	47.8	49.8
Effect of dilutive securities:
Options, RSE and PRSE awards	0.2	0.6	0.2	0.5
Total dilutive securities	0.2	0.6	0.2	0.5
Diluted weighted-average shares outstanding	47.0	50.1	48.0	50.3

The following weighted-average common shares were excluded from the calculation of diluted net earnings per share because the effect of including these awards was antidilutive.


	Three Months Ended June 30,		Nine Months Ended June 30,
	2025	2024	2025	2024
Options, RSE and PRSE awards	2.0	1.1	1.5	1.1

Note 5 - Inventories


	June 30, 2025		September 30, 2024
Inventories
Raw materials and supplies	$	78.6	$	82.6
Work in process	99.2		91.8
Finished products	310.6		302.9
Total inventories	$	488.4	$	477.3

Note 6 - Property, Plant and Equipment (“PP&E”)


	June 30, 2025		September 30, 2024
Property, Plant and Equipment
Land	$	19.3	$	18.9
Buildings	151.6		147.9
Machinery and equipment	1,154.3		1,132.7
Capitalized software costs	68.0		62.5
Construction in progress	77.3		62.0
Total gross property, plant and equipment	1,470.5		1,424.0
Accumulated depreciation and amortization	(1,114.8)		(1,074.9)
Total property, plant and equipment, net	$	355.7	$	349.1

The components of depreciation expense for PP&E, net and amortization expense for capitalized software costs were as follows:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Depreciation expense	$	13.4	$	13.0	$	39.5	$	40.0
Amortization expense associated with capitalized software	1.0		0.9		2.9		3.2

Note 7 - Goodwill and Intangible Assets

The following table sets forth goodwill by segment:


	Wet Shave		Sun and Skin Care		Feminine Care		Total
Gross balance as of September 30, 2024	$	1,146.0	$	357.4	$	206.2	$	1,709.6
Accumulated goodwill impairment	(369.0)		(2.0)		—		(371.0)
Net balance as of September 30, 2024	$	777.0	$	355.4	$	206.2	$	1,338.6

Changes in the nine months ended June 30, 2025
Cumulative translation adjustment	$	4.1	$	0.4	$	(0.2)	$	4.3

Gross balance as of June 30, 2025	$	1,150.1	$	357.8	$	206.0	$	1,713.9
Accumulated goodwill impairment	(369.0)		(2.0)		—		(371.0)
Net balance as of June 30, 2025	$	781.1	$	355.8	$	206.0	$	1,342.9

The following table sets forth intangible assets by class:


	June 30, 2025						September 30, 2024
	Carrying Amount		Accumulated Amortization		Net		Carrying Amount		Accumulated Amortization		Net
Indefinite lived
Trade names and brands	$	601.7	$	—	$	601.7	$	597.7	$	—	$	597.7

Amortizable
Trade names and brands	$	340.0	$	116.0	$	224.0	$	339.8	$	104.0	$	235.8
Technology and patents	80.2		78.2		2.0		79.7		77.3		2.4
Customer related and other	273.3		171.7		101.6		272.5		159.9		112.6
Amortizable intangible assets	693.5		365.9		327.6		692.0		341.2		350.8
Total intangible assets	$	1,295.2	$	365.9	$	929.3	$	1,289.7	$	341.2	$	948.5

Amortization expense was $7.8 and $23.3 for the three and nine months ended June 30, 2025, respectively. Amortization expense was $7.7 and $23.3 for the three and nine months ended June 30, 2024, respectively. Estimated amortization expense for amortizable intangible assets is as follows:


	Estimated amortization expense
Remainder of fiscal year 2025	$	7.8
2026	30.8
2027	30.6
2028	30.5
2029	30.5
2030	30.5
Thereafter	166.9

Goodwill and intangible assets deemed to have an indefinite life are not amortized but are instead reviewed annually for impairment or when indicators of a potential impairment are present. The Company’s annual impairment testing date is July 1. An interim impairment analysis may indicate that carrying amounts of goodwill and other intangible assets require adjustment or that remaining useful lives should be revised. The Company continuously monitors events which could trigger an interim impairment analysis, such as changing business conditions, our financial performance and our market capitalization.

During the third quarter of 2025, we identified a triggering event for our Feminine Care reporting unit which required us to complete an interim impairment analysis because of the business’s financial performance. The interim impairment review was also performed on the indefinite-lived trade names for Carefree/Stayfree/o.b.. As a result of the interim impairment analysis for goodwill and indefinite-lived intangible assets, no impairment charge was recorded for the three and nine months ended June 30, 2025 as the fair values exceeded carrying value.

The Company performed an interim impairment analysis for the Feminine Care reporting unit using financial information through June 30, 2025 and forecasts for cash flows developed using the Company's three-year strategic plan. The analysis was completed in a manner consistent with the annual impairment test using a weighted income approach and market approach. The income approach used the reporting unit’s projections of estimated operating results and cash flows that are discounted using a market participant discount rate based on a weighted average cost of capital. The market approach used market multiples of comparable companies. The results of the impairment analysis indicated that the fair value of the Feminine Care reporting unit exceeded its carrying value as of June 30, 2025 by less than 10%. Key assumptions used in valuing the reporting unit included a weighted average cost of capital of 12.0% and terminal growth rate of 2.5%. Unfavorable fluctuations in the discount rates or declines in forecasted sales and margins could result in impairment of our reporting units and indefinite-lived trade names. The Company will continue to evaluate the fair value of goodwill and intangible assets through the fourth quarter of fiscal 2025 for potential impairment.

Note 8 - Supplemental Balance Sheet Information


	June 30, 2025		September 30, 2024
Other Current Assets
Prepaid expenses	$	84.2	$	76.4
Value added tax receivables	45.8		40.0
Income taxes receivable	19.9		14.7
Other	13.6		9.1
Total other current assets	$	163.5	$	140.2
Other Current Liabilities
Accrued advertising and sales promotion	$	45.6	$	26.3
Accrued trade allowances	29.8		28.7
Accrued salaries, vacations and incentive compensation	48.1		78.6
Income taxes payable	23.5		13.6
Returns reserve	37.2		50.3
Accrued interest	9.7		24.7
Restructuring reserve	23.8		21.4
Short term lease obligation	16.3		16.6
Other	85.7		59.6
Total other current liabilities	$	319.7	$	319.8
Other Liabilities
Pensions and other retirement benefits	$	38.5	$	45.6
Other	113.0		129.4
Total other liabilities	$	151.5	$	175.0

Note 9 - Accounts Receivable Facilities

The Company participates in accounts receivable facility programs both in the United States and Japan. These receivable agreements are between the Company and MUFG Bank, LTD (“MUFG”), and the subsidiaries of both parties. Transfers under the accounts receivable repurchase agreements are accounted for as sales of accounts receivables, resulting in the receivables being derecognized from the Condensed Consolidated Balance Sheets. MUFG, as the purchaser, assumes the credit risk at the time of sale and has the right at any time to assign, transfer, or participate any of its rights under the purchased receivables to another bank or financial institution. The purchase and sale of receivables under accounts receivable repurchase agreements is intended to be an absolute and irrevocable transfer without recourse by the purchaser to the Company for the creditworthiness of any obligor. The Company has considered its performance obligation to collect and service the receivables sold in the United States and Japan and has determined that the costs associated with such services are not material. The Company has deemed the compensation received acceptable servicing compensation and as such, the Company does not recognize a servicing asset or liability.

Accounts receivables sold were $363.2 and $887.8 for the three and nine months ended June 30, 2025, respectively, and $353.5 and $886.0 for the three and nine months ended June 30, 2024, respectively. The trade receivables sold that remained outstanding as of June 30, 2025 and September 30, 2024 were $145.6 and $88.6, respectively. The net proceeds received were included in both Cash provided by operating activities and Cash used by investing activities on the Condensed Consolidated Statements of Cash Flows. The subsequent cash collections and remittances of cash to MUFG for receivables serviced by the Company are considered financing cash flow activity and are presented net for the period. The difference between the carrying amount of the trade receivables sold and the sum of the cash received is recorded as a loss on sale of receivables in Other (income) expense, net in the Condensed Consolidated Statements of Earnings and Comprehensive (Loss) Income. The loss on sale of trade receivables was $1.7 and $4.1 for the three and nine months ended June 30, 2025, respectively. The loss on sale of trade receivables was $1.8 and $4.6 for the three and nine months ended June 30, 2024, respectively.

Note 10 - Debt

The detail of long-term debt was as follows:


	June 30, 2025		September 30, 2024
Senior notes, fixed interest rate of 5.5%, due 2028	$	750.0	$	750.0
Senior notes, fixed interest rate of 4.1%, due 2029	500.0		500.0
U.S. Revolving Credit Facility	130.0		34.0
Total	1,380.0		1,284.0

Less unamortized debt issuance costs and discount (1)	7.3		9.0
Total long-term debt	$	1,372.7	$	1,275.0

(1)As of June 30, 2025, debt issuance costs were $4.3 and $3.0 related to the Senior Notes due 2028 and the Senior Notes due 2029, respectively. As of September 30, 2024, debt issuance costs were $5.4 and $3.6 related to the Senior Notes due 2028 and the Senior Notes due 2029, respectively.

As of June 30, 2025 and September 30, 2024, the Company had outstanding short-term notes payable with financial institutions with original maturities of less than 90 days of $23.2 and $24.5, respectively, with weighted-average interest rates of 3.7% and 3.8% as of June 30, 2025 and September 30, 2024, respectively. These notes were primarily outstanding international borrowings.

Note 11 - Retirement Plans

The Company has several defined benefit pension plans covering employees in the U.S. and certain employees in other countries. The plans provide retirement benefits based on years of service and compensation. The Company also sponsors or participates in several other non-U.S. pension and postretirement arrangements, including various retirement and termination benefit plans, some of which are required by local law or coordinated with government-sponsored plans, which are not significant in the aggregate and, therefore, are not included in the information presented below.

The Company’s net periodic pension and postretirement costs for its material plans were as follows:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Service cost	$	0.7	$	0.5	$	1.9	$	1.4
Interest cost	4.6		5.3		13.6		16.0
Expected return on plan assets	(5.5)		(4.9)		(16.2)		(14.6)
Recognized net actuarial loss	0.6		0.4		1.8		1.1
Net periodic cost	$	0.4	$	1.3	$	1.1	$	3.9

The service cost component of the net periodic cost associated with the Company’s retirement plans is recorded to Cost of products sold and SG&A on the Condensed Consolidated Statement of Earnings and Comprehensive (Loss) Income. The remaining net periodic cost is recorded to Other (income) expense, net on the Condensed Consolidated Statement of Earnings and Comprehensive (Loss) Income.

Note 12 - Shareholders’ Equity

Share Repurchases

In January 2018, the Company’s Board of Directors (the “Board”) authorized the repurchase of up to 10.0 shares of the Company’s common stock, replacing the previous share repurchase authorization from May 2015. The Company repurchased 2.8 shares of its common stock for $90.2 during the nine months ended June 30, 2025. As of June 30, 2025, there are 0.2 shares of common stock available for repurchase in the future under the Board’s authorization. Any future share repurchases may be made in the open market, privately negotiated transactions, or otherwise permitted, and in such amounts and at such times as the Company deems appropriate based upon prevailing market conditions, business needs, and other factors.

Dividends

Dividend activity in the nine months ended June 30, 2025 are as follows:

Date Declared

Record Date

Payable Date

Amount Per Share

August 6, 2024

September 4, 2024

October 3, 2024

0.15

October 31, 2024

December 3, 2024

January 8, 2025

0.15

February 6, 2025

March 5, 2025

April 9, 2025

0.15

May 7, 2025

June 6, 2025

July 9, 2025

0.15

On August 5, 2025, the Board declared a quarterly cash dividend of $0.15 per common share for the third fiscal quarter of 2025. The dividend will be payable on October 8, 2025 to shareholders of record as the close of business on September 4, 2025.

Dividends declared during the nine months ended June 30, 2025 totaled $21.7. Payments made for dividends during the nine months ended June 30, 2025 totaled $22.4.

Note 13 - Accumulated Other Comprehensive Loss

The following table presents the changes in Accumulated Other Comprehensive (Loss) Income (“AOCI”), net of tax, by component:


	Foreign Currency Translation Adjustments		Pension and Post-retirement Activity		Hedging Activity		Total
Balance as of October 1, 2024	$	(68.3)	$	(84.8)	$	(1.7)	$	(154.8)
Other comprehensive income (loss), net of tax	28.2		(0.1)		(0.4)		27.7
Reclassifications to earnings	—		1.3		(1.1)		0.2
Balance as of June 30, 2025	$	(40.1)	$	(83.6)	$	(3.2)	$	(126.9)


	Foreign Currency Translation Adjustments		Pension and Post-retirement Activity		Hedging Activity		Total
Balance as of October 1, 2023	$	(86.9)	$	(86.0)	$	2.9	$	(170.0)
Other comprehensive income (loss), net of tax	(2.1)		(1.9)		2.9		(1.1)
Reclassifications to earnings	—		0.8		(3.0)		(2.2)
Balance as of June 30, 2024	$	(89.0)	$	(87.1)	$	2.8	$	(173.3)

The following table presents the reclassifications out of AOCI:


	Three Months Ended June 30,				Nine Months Ended June 30,				Affected Line Item in the Condensed Consolidated Statements of Earnings
Details of AOCI Components	2025		2024		2025		2024
Gain on cash flow hedges
Foreign exchange contracts	$	(0.2)	$	2.0	$	1.5	$	4.4	Other (income) expense, net
Income tax (benefit) expense	(0.1)		0.6		0.4		1.4		Income tax provision
	(0.1)		1.4		1.1		3.0
Amortization of defined benefit pension and postretirement items
Actuarial losses (1)	$	(0.6)	$	(0.4)	$	(1.8)	$	(1.1)

Income tax (benefit)	(0.2)		(0.2)		(0.5)		(0.3)		Income tax provision
	(0.4)		(0.2)		(1.3)		(0.8)
Total reclassifications for the period	$	(0.5)	$	1.2	$	(0.2)	$	2.2

(1)These AOCI components are included in the computation of net periodic cost. See Note 11 of Notes to Condensed Consolidated Financial Statements.

Note 14 - Financial Instruments and Risk Management

In the ordinary course of business, the Company may enter into contractual arrangements (also referred to as derivatives) to reduce its exposure to foreign currency. The Company has master netting agreements with certain of its counterparties as set forth in detail below that allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default. The Company manages counterparty risk through the utilization of investment grade commercial banks, diversification of counterparties, and its counterparty netting arrangements. The section below outlines the types of derivatives in place as of June 30, 2025 and September 30, 2024, as well as the Company’s objectives and strategies for holding derivative instruments.

Foreign Currency Risk

A significant share of the Company’s sales is tied to currencies other than the U.S. dollar, the Company’s reporting currency. As such, a weakening of currencies relative to the U.S. dollar can have an unfavorable impact on reported earnings. Conversely, strengthening of currencies relative to the U.S. dollar can improve reported results. The primary currencies to which the Company is exposed include the euro, the Japanese yen, the British pound, the Canadian dollar, and the Australian dollar.

Additionally, the Company’s foreign subsidiaries enter into internal and external transactions that create non-functional currency balance sheet positions at the foreign subsidiary level. These exposures are generally the result of intercompany purchases, intercompany loans and, to a lesser extent, external purchases, and are revalued in the foreign subsidiary’s local currency at the end of each month. Changes in the value of the non-functional currency balance sheet positions in relation to the foreign subsidiary’s local currency results in an exchange gain or loss recorded in Other (income) expense, net in the Condensed Consolidated Statements of Earnings and Comprehensive (Loss) Income. The primary currency to which the Company’s foreign subsidiaries are exposed is the U.S. dollar.

Interest Rate Risk

The Company has interest rate risk with respect to interest expense on variable rate debt. As of June 30, 2025, the Company had $130.0 of variable rate debt outstanding, which consisted primarily of outstanding borrowings under its U.S. Revolving Credit Facility.

Cash Flow Hedges

As of June 30, 2025, the Company maintains a cash flow hedging program related to foreign currency risk. These derivative instruments have a high correlation to the underlying exposure being hedged and have been deemed highly effective by the Company for accounting purposes in offsetting the associated risk.

The Company has forward currency contracts to hedge cash flow uncertainty associated with currency fluctuations. These transactions are accounted for as cash flow hedges. The Company had unrealized pre-tax losses of $4.5 and $2.4 as of June 30, 2025 and September 30, 2024, respectively, on these forward currency contracts, which are accounted for as cash flow hedges and included in AOCI in the Condensed Consolidated Balance Sheets. Assuming foreign exchange rates versus the U.S. dollar remain at June 30, 2025 levels over the next 12 months, the majority of the pre-tax losses included in AOCI in the Condensed Consolidated Balance Sheets as of June 30, 2025 is expected to be included in Other (income) expense, net in the Condensed Consolidated Statements of Earnings and Comprehensive (Loss) Income. Contract maturities for these hedges extend into fiscal 2027. As of June 30, 2025, there were 64 open foreign currency contracts with a total notional value of $125.5.

Derivatives not Designated as Hedges

The Company has foreign currency derivative contracts, which are not designated as cash flow hedges for accounting purposes, to hedge balance sheet exposures. Any gains or losses on these contracts are expected to be offset by exchange gains or losses on the underlying exposures and, thus, are not expected to be subject to significant market risk. The change in the estimated fair value of the foreign currency contracts for the three and nine months ended June 30, 2025, resulted in a loss of $0.3 and a gain of $0.3, respectively, compared to a gain of $0.7 and $1.3, respectively, for the three and nine months ended June 30, 2024, and was recorded in Other (income) expense, net in the Condensed Consolidated Statements of Earnings and Comprehensive (Loss) Income. As of June 30, 2025, there was one open foreign currency derivative contract not designated as a cash flow hedge with a total notional value of $9.0.

The following table provides estimated fair values of derivative instruments:


	Fair Value of Assets (Liabilities) as of (1)
	June 30, 2025		September 30, 2024
Derivatives designated as cash flow hedging relationships:
Foreign currency contracts	$	(4.5)	$	(2.4)
Derivatives not designated as cash flow hedging relationships:
Foreign currency contracts	$	—	$	0.1

(1)Derivative assets are presented in Other current assets or Other assets. Derivative liabilities are presented in Other current liabilities or Other liabilities.

The following table provides the pre-tax amounts of gains and losses on derivative instruments:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Derivatives designated as cash flow hedging relationships:
Foreign currency contracts
(Loss) gain recognized in OCI (1)	$	(5.5)	$	2.9	$	(0.6)	$	4.4
(Loss) gain reclassified from AOCI into income (1) (2)	(0.2)		2.0		1.5		4.4
Derivatives not designated as cash flow hedging relationships:
Foreign currency contracts
(Loss) gain recognized in income (2)	$	(0.3)	$	0.7	$	0.3	$	1.3

(1)Each of these derivative instruments had a high correlation to the underlying exposure being hedged for the periods indicated and have been deemed highly effective by the Company in offsetting associated risk.

(2)(Loss) gain was recorded in Other (income) expense, net in the Condensed Consolidated Statements of Earnings and Comprehensive (Loss) Income.

The following table provides financial assets and liabilities for balance sheet offsetting:


	As of June 30, 2025				As of September 30, 2024
	Assets (1)		Liabilities (2)		Assets (1)		Liabilities (2)
Foreign currency contracts
Gross amounts of recognized assets (liabilities)	$	—	$	(4.8)	$	0.1	$	(2.7)
Gross amounts offset in the balance sheet	—		0.3		—		0.3
Net amounts of assets (liabilities) presented in the balance sheet	$	—	$	(4.5)	$	0.1	$	(2.4)

(1)All derivative assets are presented in Other current assets or Other assets on the Condensed Consolidated Balance Sheets.

(2)All derivative liabilities are presented in Other current liabilities or Other liabilities on the Condensed Consolidated Balance Sheets.

Fair Value Hierarchy

Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets.

The following table sets forth the Company’s financial assets and liabilities, which are carried at fair value and measured on a recurring basis during the period, all of which are classified as Level 2 within the fair value hierarchy:


	June 30, 2025		September 30, 2024
Assets (Liabilities) at estimated fair value:
Deferred compensation liability	$	(20.6)	$	(21.1)
Derivatives - foreign currency contracts liability	(4.5)		(2.3)
Net assets (liabilities) at estimated fair value	$	(25.1)	$	(23.4)

The estimated fair value of the deferred compensation liability is determined based upon the quoted market prices of the investment options that are offered under the plan. As of June 30, 2025 and September 30, 2024, the estimated fair value of foreign currency contracts is the amount that the Company would receive or pay to terminate the contracts, considering first the quoted market prices of comparable agreements or, in the absence of quoted market prices, factors such as interest rates, currency exchange rates, and remaining maturities.

As of June 30, 2025 and September 30, 2024, the Company had no Level 1 financial assets or liabilities, other than pension plan assets, and no Level 3 financial assets or liabilities.

As of June 30, 2025 and September 30, 2024, the fair market value of fixed rate long-term debt was $1,195.1 and $1,180.0, respectively, compared to its carrying value of $1,250.0 in each period. The estimated fair value of the long-term debt was estimated using yields obtained from independent pricing sources for similar types of borrowing arrangements which has been determined based on Level 2 inputs.

Due to the nature of cash and cash equivalents and short-term borrowings, including notes payable, the carrying amounts on the Condensed Consolidated Balance Sheets approximate fair value. Additionally, the carrying amounts of the U.S. Revolving Credit Facility, which are classified as long-term debt on the balance sheet, approximate fair value due to the revolving nature of the balances.

Note 15 - Segment Data

For an overview of the Company’s segments, refer to Note 1 of the Notes to Condensed Consolidated Financial Statements. Segment performance is evaluated based on segment profit, excluding certain U.S. GAAP items that management does not believe are indicative of ongoing operating performance due to their unusual or non-recurring nature and which may have a disproportionate positive or negative impact on the Company’s financial results in any particular period. Financial items, such as interest income and expense, are managed on a global basis at the corporate level and therefore are excluded from segment profit. The exclusion of such charges from segment results reflects management’s view on how management monitors and evaluates segment operating performance, generates future operating plans and makes strategic decisions regarding the allocation of capital.

The Company’s operating model includes some shared business functions across the segments, including product warehousing and distribution, transaction processing functions and, in most cases, combined sales force and management teams. The Company applies a fully allocated cost basis in which shared business functions are allocated between the segments.

Segment net sales and profitability are presented below:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Net Sales
Wet Shave	$	317.0	$	316.3	$	897.0	$	911.1
Sun and Skin Care	243.4		256.9		595.1		608.1
Feminine Care	66.8		74.6		194.2		216.9
Total net sales	$	627.2	$	647.8	$	1,686.3	$	1,736.1

Segment Profit
Wet Shave	$	44.1	$	47.6	$	137.3	$	141.7
Sun and Skin Care	46.0		64.2		93.4		117.3
Feminine Care	4.5		6.6		10.8		22.6
Total segment profit	94.6		118.4		241.5		281.6
General corporate and other expenses	(11.6)		(15.8)		(39.3)		(47.0)
Amortization of intangibles	(7.8)		(7.7)		(23.3)		(23.3)
Interest and other expense, net	(19.3)		(17.2)		(58.6)		(60.4)
Restructuring and related charges (1)	(17.8)		(3.2)		(34.2)		(13.2)
Acquisition and integration costs (2)	—		(0.7)		(0.5)		(2.1)
Sun Care reformulation costs (3)	(0.5)		(1.3)		(2.2)		(2.2)
Wet Ones manufacturing plant fire (4)	—		(2.7)		—		(8.0)
Legal matters (5)	—		(2.5)		—		(3.9)
(Loss) gain on investment (6)	—		(3.1)		0.9		(3.1)
Commercial realignment (7)	0.1		—		(3.0)		—
Vendor bankruptcy (8)	(1.2)		—		(1.6)		—
Other project and related costs (9)	0.7		(1.7)		(2.9)		(2.9)
Total earnings before income taxes	$	37.2	$	62.5	$	76.8	$	115.5

(1)The Company recorded $17.8 and $3.2 for the three months ended June 30, 2025 and 2024, respectively, and $34.2 and $13.2 for the nine months ended June 30, 2025 and 2024, respectively, related to actions to strengthen its operating model and improve manufacturing and supply chain efficiency and productivity. Includes pre-tax SG&A of $0.6 and $0.1 for the three months ended June 30, 2025 and 2024, respectively, and $0.6 and $0.1 for the nine months ended June 30, 2025 and 2024, respectively. Includes pre-tax Cost of products sold of $1.2 for both the three and nine months ended June 30, 2025 related to accelerated depreciation of certain assets. See Note 2 of the Notes to Condensed Consolidated Financial Statements.

(2)Includes pre-tax SG&A of nil and $0.7 for three months ended June 30, 2025 and 2024, respectively, and $0.5 and $2.1 for the nine months ended June 30, 2025 and 2024, respectively, for the acquisition of Billie, Inc. on November 29, 2021.

(3)Includes pre-tax research and development costs of $0.5 and $1.3 for the three months ended June 30, 2025 and 2024, respectively, and $2.2 and $2.2 for the nine months ended June 30, 2025 and 2024, respectively, related to the reformulation, recall and destruction of certain Sun Care products.

(4)On December 1, 2023, a fire occurred at our Wet Ones manufacturing plant in Sidney, Ohio. There were no injuries reported and damage was limited to a single manufacturing process. As a consequence of the fire damage, there was a partial shutdown of the operations that manufacture Wet Ones raw materials. During the three and nine months ended June 30, 2024, the Company incurred $2.7 and $8.0, respectively, in costs related to incremental material charges, labor and absorption as a result of the fire.

(5)Includes pre-tax SG&A of $2.5 and $3.9 in the three and nine months ended June 30, 2024, for the settlement of certain legal matters.

(6)Includes pre-tax gain of $0.9 for the nine months ended June 30, 2025 on the fair value measurement of an equity method investment. Includes pre-tax loss of $3.1 for the three and nine months ended June 30, 2024, on an equity method investment and a related note receivable as a result of a new contractual agreement.

(7)Includes pre-tax Cost of products sold of $0.1 of income and $3.0 of expense during the three and nine months ended June 30, 2025, respectively, related to a shift in go to market strategy and SKU rationalization.

(8)Includes pre-tax Cost of products sold of $1.2 and $1.6 during the three and nine months ended June 30, 2025, respectively, related to government mandated incremental costs related to a bankruptcy at one of our foreign vendors.

(9)Includes pre-tax SG&A of $2.0 and $1.7 for the three months ended June 30, 2025 and 2024, respectively, pre-tax SG&A of $4.4 and $2.9 for the nine months ended June 30, 2025 and 2024, respectively and Other income of $2.7 and $1.5 for the three and nine months ended June 30 2025, respectively, related to certain corporate project and other related costs.

The following table presents the Company’s net sales by geographic area:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Net Sales to Customers
United States	$	344.7	$	373.7	$	928.0	$	983.0
International	282.5		274.1		758.3		753.1
Total net sales	$	627.2	$	647.8	$	1,686.3	$	1,736.1

Supplemental product information is presented below for net sales:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Razors and blades	$	287.8	$	287.4	$	814.2	$	822.7
Tampons, pads, and liners	66.8		74.6		194.2		216.9
Sun care products	175.1		191.3		386.7		417.3
Grooming products	46.5		43.5		148.3		135.3
Wipes and other skin care	21.8		22.1		60.1		55.5
Shaving gels and creams	29.2		28.9		82.8		88.4
Total net sales	$	627.2	$	647.8	$	1,686.3	$	1,736.1

Note 16 - Commitments and Contingencies

Legal Proceedings

The Company and its subsidiaries are subject to a number of legal proceedings in various jurisdictions arising out of its operations during the ordinary course of business. Many of these legal matters are in preliminary stages and involve complex issues of law and fact and may proceed for protracted periods of time. The amount of liability, if any, from these proceedings cannot be determined with certainty. The Company reviews its legal proceedings and claims, regulatory reviews and inspections and other legal proceedings on an ongoing basis and follows appropriate accounting guidance when making accrual and disclosure decisions. The Company establishes accruals for those contingencies when the incurrence of a loss is probable and can be reasonably estimated and discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued if such disclosure is necessary for its financial statements to not be misleading. The Company does not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated. Based upon present information, the Company believes that its liability, if any, arising from such pending legal proceedings, asserted legal claims, and known potential legal claims which are likely to be asserted, is not reasonably likely to be material to its financial position, results of operations or cash flows, when taking into account established accruals for estimated liabilities.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(Amounts in millions, except per share data, unaudited)

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited Condensed Consolidated Financial Statements and the accompanying notes included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K filed with the SEC on November 14, 2024, as amended on November 21, 2024 (the “2024 Annual Report”). The following discussion may contain forward-looking statements that reflect our plans, estimates, and beliefs and involve risks, uncertainties, and assumptions. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those discussed within “Forward-Looking Statements” below and in Item 1A. Risk Factors and “Forward-Looking Statements” included within our 2024 Annual Report or in our Quarterly Report on Form 10-Q for the period ended March 31, 2025.

Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of Edgewell Personal Care Company or any of our businesses (the “Company”). Forward-looking statements may appear throughout this report, including, without limitation, the following sections: Management’s Discussion and Analysis, Risk Factors, and the Notes to the Condensed Consolidated Financial Statements. Forward-looking statements generally can be identified by the use of words or phrases such as “believe,” “expect,” “expectation,” “anticipate,” “may,” “could,” “intend,” “estimate,” “plan,” “target,” “predict,” “likely,” “will,” “should,” “forecast,” “outlook,” “strategy,” or other similar words or phrases. These statements are not based on historical facts, but instead reflect our expectations, estimates or projections concerning future results or events, including, without limitation, the future earnings and performance of the Company or any of our businesses. Many factors outside our control could affect the realization of these estimates. These statements are not guarantees of performance and are inherently subject to known and unknown risks, uncertainties and assumptions that are difficult to predict and could cause our actual results to differ materially from those indicated by those statements. We cannot assure you that any of our expectations, estimates or projections will be achieved. The forward-looking statements included in this report are only made as of the date of this report, and we disclaim any obligation to publicly update any forward-looking statement to reflect subsequent events or circumstances, except as required by law. You should not place undue reliance on these statements.

In addition, other risks and uncertainties not presently known to us or that we presently consider immaterial could significantly affect the forward-looking statements. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Risks and uncertainties include those detailed from time to time in our publicly filed documents, including in Item 1A. Risk Factors of Part I of our 2024 Annual Report or in our Quarterly Report on Form 10-Q for the period ended March 31, 2025.

Non-GAAP Financial Measures

While we report financial results in accordance with GAAP, this discussion also includes non-GAAP measures. These non-GAAP measures are referred to as “adjusted” or “organic” and exclude items which are considered by the Company as unusual or non-recurring, and which may have a disproportionate positive or negative impact on the Company’s financial results in any particular period. Reconciliations of non-GAAP measures are included within this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This non-GAAP information is provided as a supplement to, not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. We use this non-GAAP information internally to make operating decisions and believe it is helpful to investors because it allows more meaningful period-to-period comparisons of ongoing operating results. Given certain significant events, we view the use of non-GAAP measures that take into account the impact of these unique events as particularly valuable in understanding our underlying operational results and providing insights into future performance. The information can also be used to perform trend analysis and to better identify operating trends that may otherwise be masked or distorted by the types of items that are excluded. This non-GAAP information is also a component in determining management’s incentive compensation. Finally, we believe this information provides more transparency.

The following provides additional detail on our non-GAAP measures for the periods presented:

•We analyze net sales and segment profit on an organic basis to better measure the comparability of results between periods. Organic net sales and organic segment profit exclude the impact of changes in foreign currency translation.

•Segment profit will be impacted by fluctuations in translation and transactional foreign currency. The impact of currency was applied to segments using management’s best estimate.

•Additionally, we utilize “adjusted” non-GAAP measures, including adjusted gross margin, adjusted selling general and administrative (“SG&A”), adjusted operating income, adjusted effective tax rate, adjusted net earnings, and adjusted diluted net earnings per share internally to make operating decisions.

All comparisons are with the same period in the prior year, unless otherwise noted.

Industry and Market Data

Unless we indicate otherwise, we base the information contained or incorporated by reference herein, concerning our industry on our general knowledge and expectations. Our market position, market share, and industry market size are estimates based on internal and external data from various industry analyses, our internal research and adjustments, and assumptions that we believe to be reasonable. We have not independently verified data from industry analyses and cannot guarantee its accuracy or completeness. In addition, we believe that industry, market size, market position and market share data within our industry provides general guidance but is inherently imprecise and has not been verified by any independent source. Further, our estimates and assumptions involve risks and uncertainties and are subject to change based on various factors, including those discussed in Item 1A. Risk Factors in Part I of our 2024 Annual Report. These and other factors could cause results to differ materially from those expressed in the estimates and assumptions. You are cautioned not to place undue reliance on this data.

Retail sales for purposes of market size, market position and market share information are based on retail sales in U.S. dollars.

Trademarks and Trade Names

We own or have rights to use trademarks and trade names that we use in conjunction with the operation of our business, which appear throughout this Quarterly Report on Form 10-Q. We may also refer to brand names, trademarks, service marks and trade names of other companies and organizations, which are the property of their respective owners.

Executive Summary

The following is a summary of key results for the third quarter and first nine months of fiscal 2025, as compared to the corresponding periods in fiscal 2024. In addition to net sales, net earnings and earnings per share (“EPS”) for the periods presented were also impacted by certain costs or income, as described in the table below. The impact of these items on reported net earnings and EPS are provided as a reconciliation of net earnings and EPS to adjusted net earnings and adjusted diluted EPS, both of which are non-GAAP measures.

Third Quarter of Fiscal 2025

•Net sales in the third quarter of fiscal 2025 decreased $20.6, or 3.2%, to $627.2, as compared to the prior year quarter. Organic net sales decreased $27.5, or 4.2%. Organic growth in international markets was 2.2%, largely driven by price gains, seen across Wet Shave and Sun & Skin Care. Organic sales declined in North America by 8.0%, due to volume declines and increased promotional levels in Sun Care, Wet Shave, and Feminine Care.

•Net earnings in the third quarter of fiscal 2025 were $29.1 compared to $49.0 in the prior year quarter. On an adjusted basis, net earnings for the third quarter of fiscal 2025 were $43.4 compared to $61.2 in the prior year quarter. Adjusted net earnings decreased primarily due to lower net sales.

•Diluted net earnings per share during the third quarter of fiscal 2025 were $0.62 compared to $0.98 in the prior year quarter. On an adjusted basis, diluted net earnings per share during the third quarter of fiscal 2025 were $0.92 compared to $1.22 in the prior year quarter.


	Three Months Ended June 30, 2025
	Gross Profit			SG&A			Operating Income			EBIT (1)		Income taxes		Net Earnings			Diluted EPS
GAAP — Reported	$	268.5		$	104.4		$	53.7		$	37.2	$	8.1	$	29.1		$	0.62
Restructuring and related charges	1.2			(0.6)			17.8			17.8		4.4		13.4			0.28

Sun Care reformulation costs	—			—			0.5			0.5		0.1		0.4			0.01
Commercial realignment	(0.1)			—			(0.1)			(0.1)		—		(0.1)			0.00
Vendor bankruptcy	1.2			—			1.2			1.2		0.3		0.9			0.02
Other project and related costs	—			(2.0)			2.0			(0.7)		(0.4)		(0.3)			(0.01)
Total Adjusted Non-GAAP	$	270.8		$	101.8		$	75.1		$	55.9	$	12.5	$	43.4		$	0.92

GAAP as a percent of net sales	42.8		%	16.6		%	8.6		%	GAAP effective tax rate				21.7		%
Adjusted as a percent of net sales	43.2		%	16.2		%	12.0		%	Adjusted effective tax rate				22.4		%


	Three Months Ended June 30, 2024
	Gross Profit			SG&A			Operating Income			EBIT (1)		Income taxes		Net Earnings			Diluted EPS
GAAP — Reported	$	287.1		$	110.1		$	82.7		$	62.5	$	13.5	$	49.0		$	0.98
Restructuring and related charges	—			(0.1)			3.2			3.2		0.8		2.4			0.04
Acquisition and integration costs	—			(0.7)			0.7			0.7		0.2		0.5			0.01
Sun Care reformulation costs	—			—			1.3			1.3		0.3		1.0			0.02
Wet Ones manufacturing plant fire	2.7			—			2.7			2.7		0.7		2.0			0.04
Legal matter	—			(2.5)			2.5			2.5		0.7		1.8			0.04
Loss on investment	—			—			—			3.1		—		3.1			0.06
Other project and related costs	—			(1.7)			1.7			1.7		0.3		1.4			0.03
Total Adjusted Non-GAAP	$	289.8		$	105.1		$	94.8		$	77.7	$	16.5	$	61.2		$	1.22

GAAP as a percent of net sales	44.3		%	17.0		%	12.8		%	GAAP effective tax rate				21.6		%
Adjusted as a percent of net sales	44.7		%	16.2		%	14.6		%	Adjusted effective tax rate				21.2		%

(1) EBIT is defined as earnings before Income taxes.

First Nine Months of Fiscal 2025

•Net sales in the first nine months of fiscal 2025 decreased $49.8, or 2.9%, to $1,686.3, as compared to the prior year period. Organic net sales decreased $42.9, or 2.5%. Organic growth in international markets was 2.3%, driven by both price and volume gains, and seen across Wet Shave and Sun & Skin Care. Organic sales declined in North America by 5.4%, due to declines in Wet Shave, Sun Care and Feminine Care. Globally, organic growth in Grooming and Skin Care was more than offset by declines in Sun Care, Feminine Care and Wet Shave. In aggregate, organic net sales decreased as a result of volume declines in Wet Shave, Feminine Care and Sun Care.

•Net earnings in the first nine months of fiscal 2025 were $56.0 compared to $89.8 in the prior year period. On an adjusted basis, net earnings for the first nine months of fiscal 2025 were $88.5 compared to $117.2 in the prior year period. Adjusted net earnings decreased primarily due to lower net sales and a decrease in gross margin.

•Diluted net earnings per share during the first nine months of fiscal 2025 were $1.17 compared to $1.79 in the prior year period. On an adjusted basis, diluted net earnings per share during the first nine months of fiscal 2025 were $1.84 compared to $2.33 in the prior year period.


	Nine months ended June 30, 2025
	Gross Profit			SG&A			Operating Income			EBIT (1)		Income taxes		Net Earnings			Diluted EPS
GAAP — Reported	$	716.3		$	313.0		$	132.9		$	76.8	$	20.8	$	56.0		$	1.17
Restructuring and related charges	1.2			(0.6)			34.2			34.2		8.5		25.7			0.53
Acquisition and integration costs	—			(0.5)			0.5			0.5		0.1		0.4			0.01
Sun Care reformulation costs	—			—			2.2			2.2		0.5		1.7			0.04



Gain on investment	—			—			—			(0.9)		—		(0.9)			(0.02)
Commercial realignment	3.0			—			3.0			3.0		0.9		2.1			0.04
Vendor bankruptcy	1.6			—			1.6			1.6		0.4		1.2			0.02
Other project and related costs	—			(4.4)			4.4			2.9		0.6		2.3			0.05

Total Adjusted Non-GAAP	$	722.1		$	307.5		$	178.8		$	120.3	$	31.8	$	88.5		$	1.84



GAAP as a percent of net sales	42.5		%	18.6		%	7.9		%	GAAP effective tax rate				27.0		%
Adjusted as a percent of net sales	42.8		%	18.2		%	10.6		%	Adjusted effective tax rate				26.4		%


	Nine Months Ended June 30, 2024
	Gross Profit			SG&A			Operating Income			EBIT (1)		Income taxes		Net Earnings			Diluted EPS
GAAP — Reported	$	742.9		$	320.9		$	178.9		$	115.5	$	25.7	$	89.8		$	1.79
Restructuring and related charges	—			(0.1)			13.2			13.2		3.3		9.9			0.20
Acquisition and integration costs	—			(2.1)			2.1			2.1		0.5		1.6			0.03
Sun Care reformulation costs	—			—			2.2			2.2		0.5		1.7			0.03
Wet Ones manufacturing plant fire	8.0			—			8.0			8.0		2.0		6.0			0.12
Legal matter	—			(3.9)			3.9			3.9		1.0		2.9			0.06
Loss on investment	—			—			—			3.1		—		3.1			0.06
Other project and related costs	—			(2.9)			2.9			2.9		0.7		2.2			0.04
Total Adjusted Non-GAAP	$	750.9		$	311.9		$	211.2		$	150.9	$	33.7	$	117.2		$	2.33

GAAP as a percent of net sales	42.8		%	18.5		%	10.3		%	GAAP effective tax rate				22.2		%
Adjusted as a percent of net sales	43.3		%	18.0		%	12.2		%	Adjusted effective tax rate				22.3		%

Operating Results

The following table presents changes in net sales for the third quarter and first nine months of fiscal 2025, as compared to the corresponding periods in fiscal 2024, and provides a reconciliation of organic net sales to reported amounts.

Net Sales


Net Sales - Total Company
Period Ended June 30, 2025
	Q3		% Chg		Nine Months		% Chg
Net sales - fiscal 2024	$	647.8			$	1,736.1
Organic	(27.5)		(4.2)	%	(42.9)		(2.5)	%
Impact of currency	6.9		1.1	%	(6.9)		(0.4)	%
Net sales - fiscal 2025	$	627.2	(3.2)	%	$	1,686.3	(2.9)	%

For the third quarter of fiscal 2025, net sales decreased $20.6, or 3.2%, to $627.2, including a $6.9, or 1.1%, favorable impact from currency movements, as compared to the prior year quarter. Organic net sales decreased $27.5, or 4.2%. Organic growth in international markets was 2.2%, largely driven by price gains, seen across Wet Shave and Sun & Skin Care. Organic sales declined in North America by 8.0%, due to volume declines and increased promotional levels in Sun Care, Wet Shave, and Feminine Care.

For the first nine months of fiscal 2025, net sales were $1,686.3, a decrease of $49.8, or 2.9%, including a $6.9, or 0.4%, unfavorable impact from currency movements. Organic net sales decreased $42.9, or 2.5%. Organic growth in international markets was 2.3%, driven by both price and volume gains, and seen across Wet Shave and Sun & Skin Care. Organic sales declined in North America by 5.4%, due to declines in Wet Shave, Sun Care and Feminine Care. Globally, organic growth in Grooming and Skin Care was more than offset by declines in Sun Care, Feminine Care and Wet Shave. In aggregate, organic net sales decreased as a result of volume declines in Wet Shave, Feminine Care and Sun Care.

Gross Profit

Gross profit was $268.5 during the third quarter of fiscal 2025, compared to $287.1 in the prior year quarter, a decrease of $18.6, or 6.5%. Gross margin as a percent of net sales for the third quarter of fiscal 2025 decreased 150-basis points, to 42.8%. Adjusted gross margin, as a percent of net sales, decreased 150-basis points. Productivity savings of approximately 270-basis points were more than offset by 180-basis points of core inflation and volume absorption, approximately 110-basis points of negative foreign currency, 90-basis points of increased promotional levels (net of pricing) and 40-basis points of unfavorable mix and other.

Gross profit was $716.3 during the first nine months of fiscal 2025, compared to $742.9 in the prior year period, a decrease of $26.6, or 3.6%. Gross margin as a percent of net sales for the third quarter of fiscal 2025 decreased 30-basis points, to 42.5%. Adjusted gross margin as a percent of net sales decreased 50-basis points, to 42.8% in the quarter. Productivity savings of approximately 330-basis points were more than offset by 200-basis points of core inflation and volume absorption, 80-basis points of negative foreign currency and 50-basis points of increased promotional levels (net of pricing) and 50-basis points of unfavorable mix and other.

Selling, General and Administrative Expense

Selling, general and administrative (“SG&A”) expense was $104.4, or 16.6%, of net sales in the third quarter of fiscal 2025 compared to $110.1, or 17.0%, of net sales in the prior year quarter. Adjusted SG&A was 16.2% of net sales, flat to the prior year quarter, which was primarily driven by lower incentive compensation expense and favorable currency impacts, partly offset by higher consulting expenses and the impact of lower net sales.

SG&A expense was $313.0, or 18.6%, of net sales in the first nine months of fiscal 2025 compared to $320.9, or 18.5%, of net sales in the prior year period. Adjusted SG&A was $307.5, or 18.2% of net sales, an increase of 20-basis points, which was primarily driven by the impact of lower net sales, higher consulting expenses and unfavorable currency impacts, partially offset by lower incentive compensation expense.

Advertising and Sales Promotion Expense

Advertising and sales promotion (“A&P”) expense for the third quarter of fiscal 2025 was $80.4, an increase of $3.8, or 5.0%, compared to $76.6 in the prior year quarter. A&P was 12.8% of net sales, compared to 11.8% in the prior year quarter.

A&P expense for the first nine months of fiscal 2025 was $196.2, an increase of $8.3, or 4.4%, compared to $187.9 in the prior year period. A&P was 11.6% of net sales, compared to 10.8% in the prior year period.

Research and Development Expense

Research and development (“R&D”) expense for the third quarter of fiscal 2025 was $14.0, a decrease of $0.6, or 4.1%, compared to $14.6 in the prior year quarter. As a percentage of net sales, R&D expense was 2.2% in the third quarter of fiscal 2025, compared to 2.3% in the prior year quarter.

R&D expense for the first nine months of fiscal 2025 was $41.8, a decrease of $0.3, or 0.7%, compared to $42.1 in the prior year period. As a percentage of net sales, R&D expense was 2.5% in the third quarter of fiscal 2025, compared to 2.4% in the prior year period.

Restructuring and Related Charges

In fiscal 2025, the Company continues to take specific actions to strengthen its operating model, simplify the organization and improve manufacturing and supply chain efficiency through restructuring actions, including certain operational and organizational steps designed to streamline the Company’s operations and supply chain by consolidating its current Mexico operations in Obregon and Mexico City into a single facility in Aguascalientes, Mexico. As a result of these actions, we expect to incur pre-tax charges of approximately $44 in fiscal 2025. We incurred $16.0 and $3.1 during the third quarter of fiscal 2025 and 2024, respectively, and $32.4 and $13.1 during the first nine months of fiscal 2025 and 2024, respectively.

Interest Expense Associated with Debt

Interest expense associated with debt for the third quarter of fiscal 2025 was $19.4, an increase of $0.6, or 3.2%, compared to $18.8 in the prior year quarter. The increase in interest expense was the result of higher borrowing levels on the Company’s U.S. Revolving Credit Facility.

Interest expense associated with debt for the first nine months of fiscal 2025 was $58.4, a decrease of $0.6, or 1.0%, compared to $59.0 in the prior year period. The decrease in interest expense was the result of a lower borrowing rate on the Company’s U.S. Revolving Credit Facility.

Other (income) expense, net

Other (income) expense, net, was income of $2.9 in the third quarter of fiscal 2025, compared to expense of $1.4 in the prior year quarter. Currency hedge and remeasurements gains were $1.1 million in the current quarter, compared to a gain of $3.3 million in the prior year quarter. The current year quarter included $2.7 of other project gains, compared to the prior year quarter which included a loss on investment of $3.1. Adjusted other (income) expense, net was income of $0.2 compared to income of $1.7 in the prior year quarter.

Other (income) expense, net, was income of $2.3 in the first nine months of fiscal 2025, including a gain on investment of $0.9, compared to expense of $4.4 in the prior year period. Currency hedge and remeasurements gains were $1.4 million in the current period, compared to a gain of $4.3 million in the prior year period. The current year period included $1.5 of other project gains, compared to the prior year period which included a loss on investment of $3.1. Adjusted other (income) expense, net was expense of $0.1 compared to expense of $1.3 in the prior year quarter.

Income Tax Provision

The effective tax rate for the third quarter of fiscal 2025, was 21.7%, compared to 21.6% in the prior year quarter. The fiscal 2025 effective tax rate reflects the impact of less favorable discrete items compared to the prior year quarter. On an adjusted basis, the effective tax rate was 22.4% for the third quarter ended June 30, 2025, and 21.2% in the prior year quarter.

The effective tax rate for the first nine months of fiscal 2025, was 27.0%, compared to 22.2% in the prior year period. The fiscal 2025 effective tax rate reflects the impact of net unfavorable discrete items compared to the prior year period which included net favorable discrete items. On an adjusted basis, the effective tax rate was 26.4% for the first nine months ended June 30, 2025, and 22.3% in the prior year period.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and several new U.S. tax law changes. The legislation has multiple effective dates with certain provisions effective for the Company beginning fiscal 2026. We are currently assessing the impact of these tax law changes on our consolidated financial statements.

Segment Results

The following tables present changes in segment net sales and segment profit for the third quarter and first nine months of fiscal 2025, compared to the corresponding period in fiscal 2024, and provide a reconciliation of organic segment net sales and organic segment profit to reported amounts. For a reconciliation of segment profit to earnings before income taxes, refer to Note 15 of Notes to Condensed Consolidated Financial Statements.

Our operating model includes some shared business functions across segments, including product warehousing and distribution, transaction processing functions and, in most cases, a combined sales force and management teams. We apply a fully allocated cost basis in which shared business functions are allocated between segments.

Wet Shave


Net Sales - Wet Shave
Period Ended June 30, 2025
	Q3		% Chg		Nine Months		% Chg
Net sales - fiscal 2024	$	316.3			$	911.1
Organic	(5.7)		(1.8)	%	(12.2)		(1.3)	%
Impact of currency	6.4		2.0	%	(1.9)		(0.2)	%
Net sales - fiscal 2025	$	317.0	0.2	%	$	897.0	(1.5)	%

Wet Shave net sales for the third quarter of fiscal 2025 were $317.0, an increase of $0.7, or 0.2%, as compared to the prior year quarter, including a $6.4, or 2.0%, favorable impact from currency. Organic net sales decreased $5.7, or 1.8%, as 2.8% growth in international markets, driven by higher price, was more than offset by volume declines and increased promotional levels in North America. Organic net sales declined 7.8% in North America.

Wet Shave net sales for the first nine months of fiscal 2025 were $897.0, a decrease of $14.1, or 1.5%, as compared to the prior year period, including a $1.9, or 0.2%, unfavorable impact from currency. Organic net sales decreased $12.2, or 1.3%, as 2.9% growth in international markets, driven by both higher volumes and price, was more than offset by a 6.6% decline in North America, driven by lower volumes.


Segment Profit -Wet Shave
Period Ended June 30, 2025
	Q3		% Chg		Nine Months		% Chg
Segment profit - fiscal 2024	$	47.6			$	141.7
Organic	1.1		2.3	%	7.6		5.4	%
Impact of currency	(4.6)		(9.7)	%	(12.0)		(8.5)	%
Segment profit - fiscal 2025	$	44.1	(7.4)	%	$	137.3	(3.1)	%

Wet Shave segment profit for the third quarter of fiscal 2025 was $44.1, a decrease of $3.5, or 7.4%, and inclusive of a $4.6, or 9.7%, unfavorable impact from currency. The increase in organic segment profit $1.1, or 2.3%, excluding the impact of foreign currency, was due to higher gross margins and lower SG&A spend, partly offset by higher marketing expenses.

Wet Shave segment profit for the first nine months of fiscal 2025 was $137.3, a decrease of $4.4, or 3.1%, and inclusive of a $12.0, or 8.5%, unfavorable impact from currency. Organic segment profit increased $7.6, or 5.4%, as higher gross margins were partly offset by higher marketing expenses.

Sun and Skin Care


Net Sales - Sun and Skin Care
Period Ended June 30, 2025
	Q3		% Chg		Nine Months		% Chg
Net sales - fiscal 2024	$	256.9			$	608.1
Organic	(14.1)		(5.5)	%	(8.4)		(1.3)	%
Impact of currency	0.6		0.2	%	(4.6)		(0.8)	%
Net sales - fiscal 2025	$	243.4	(5.3)	%	$	595.1	(2.1)	%

Sun and Skin Care net sales for the third quarter of fiscal 2025 decreased $13.5, or 5.3%, as compared to the prior year quarter, including a favorable impact from foreign currency of $0.6, or 0.2%. Organic net sales decreased $14.1, or 5.5%, largely driven by weather related volume declines and increased competition in North America Sun Care. Grooming increased 6.1% driven by increased volumes. In aggregate, the decrease in organic sales was related to a 7.1% decline in North America , partially offset by an increase of 0.7% in International sales.

Sun and Skin Care net sales for the first nine months of fiscal 2025 decreased $13.0, or 2.1%, as compared to the prior year period, including an unfavorable impact from foreign currency of $4.6, or 0.8%. Organic net sales decreased $8.4, or 1.3%, driven by declines in North America Sun Care, partially offset by strong performance in Grooming and Wet One’s, led by Cremo. In aggregate, the decrease in organic sales was related to a 1.7% decrease in North America, partially offset by an increase of 0.3% in International sales.


Segment Profit - Sun and Skin Care
Period Ended June 30, 2025
	Q3		% Chg		Nine Months		% Chg
Segment profit - fiscal 2024	$	64.2			$	117.3
Organic	(16.9)		(26.3)	%	(19.5)		(16.6)	%
Impact of currency	(1.3)		(2.0)	%	(4.4)		(3.8)	%
Segment profit - fiscal 2025	$	46.0	(28.3)	%	$	93.4	(20.4)	%

Sun and Skin Care segment profit for the third quarter of fiscal 2025 was $46.0, a decrease of $18.2, or 28.3%, as compared to the prior year quarter, including an unfavorable impact from foreign currency of $1.3, or 2.0%. Organic segment profit decreased $16.9 million, or 26.3%, driven by lower gross margin and higher marketing and SG&A expenses.

Sun and Skin Care segment profit for the first nine months of fiscal 2025 was $93.4, a decrease of $23.9, or 20.4%, as compared to the prior year period, including an unfavorable impact from foreign currency of $4.4, or 3.8%. Organic segment profit decreased $19.5, or 16.6%, driven by lower gross margin and higher SG&A expenses, partially offset by lower marketing expenses.

Feminine Care


Net Sales - Feminine Care
Period Ended June 30, 2025
	Q3		% Chg		Nine Months		% Chg
Net sales - fiscal 2024	$	74.6			$	216.9
Organic	(7.7)		(10.4)	%	(22.3)		(10.3)	%
Impact of currency	(0.1)		(0.1)	%	(0.4)		(0.2)	%
Net sales - fiscal 2025	$	66.8	(10.5)	%	$	194.2	(10.5)	%

Feminine Care net sales for the third quarter of fiscal 2025 were $66.8, a decrease of $7.8, or 10.5%, with minimal currency impact. Organic net sales decreased $7.7, or 10.4%, largely driven by a decline in Pads and Tampons. In aggregate, the decrease in organic sales was driven by a 10.8% decline in North America and a 3.6% decline in International sales.

Feminine Care net sales for the first nine months of fiscal 2025 were $194.2, a decrease of $22.7, or 10.5%. Organic net sales decreased $22.3, or 10.3%, largely driven by a decline in Pads and Tampons. In aggregate, the decrease in organic sales was related to a 10.4% decline in North America and a 9.1% decline in International sales.


Segment Profit - Feminine Care
Period Ended June 30, 2025
	Q3		% Chg		Nine Months		% Chg
Segment profit - fiscal 2024	$	6.6			$	22.6
Organic	(1.7)		(25.7)	%	(11.3)		(50.0)	%
Impact of currency	(0.4)		(6.1)	%	(0.5)		(2.2)	%
Segment profit - fiscal 2025	$	4.5	(31.8)	%	$	10.8	(52.2)	%

Feminine Care segment profit for the third quarter of fiscal 2025 was $4.5, a decrease of $2.1, or 31.8%. Organic segment profit decreased $1.7, or 25.7%, primarily driven by lower gross profit and was partially offset by lower marketing and SG&A expenses.

Feminine Care segment profit for the first nine months of fiscal 2025 was $10.8, a decrease of $11.8, or 52.2%. Organic segment profit decreased $11.3, or 50.0%, primarily driven by lower gross profit and was partially offset by lower SG&A and marketing expenses.

General Corporate and Other Expenses


	Three Months Ended June 30,						Nine Months Ended June 30,
	2025			2024			2025			2024
General corporate and other expenses	$	(11.6)		$	(15.8)		$	(39.3)		$	(47.0)
Amortization of intangibles	(7.8)			(7.7)			(23.3)			(23.3)
Interest and other expense, net	(19.3)			(17.2)			(58.6)			(60.4)
Restructuring and related charges	(17.8)			(3.2)			(34.2)			(13.2)
Acquisition and integration costs	—			(0.7)			(0.5)			(2.1)
Sun Care reformulation costs	(0.5)			(1.3)			(2.2)			(2.2)
Wet Ones manufacturing plant fire	—			(2.7)			—			(8.0)
Legal matters	—			(2.5)			—			(3.9)
Gain (loss) on investment	—			(3.1)			0.9			(3.1)
Commercial realignment	0.1			—			(3.0)			—
Vendor bankruptcy	(1.2)			—			(1.6)			—
Other project and related costs	0.7			(1.7)			(2.9)			(2.9)
General corporate and other expenses	$	(57.4)		$	(55.9)		$	(164.7)		$	(166.1)

% of net sales	(9.2)		%	(8.6)		%	(9.8)		%	(9.6)		%

For the third quarter of fiscal 2025 and 2024, corporate expenses were $57.4, or 9.2%, of net sales, compared to $55.9, or 8.6% in the prior year quarter. For the first nine months of fiscal 2025, corporate expenses were $164.7, or 9.8%, of net sales, compared to $166.1, or 9.6% in the prior year period.

During both the third quarter and first nine months of fiscal 2025, corporate expenses decreased primarily related to lower people costs.

During the first nine months of fiscal 2025, we recorded a gain of $0.9 for an equity method investment. During both the third quarter and the first nine months of fiscal 2024, we recorded a loss of $3.1 on an equity method investment and a related note receivable as a result of a new contractual agreement.

During the third quarter and first nine months of fiscal 2025, we incurred income of $0.1 and expense of $3.0, respectively, related to a shift in go to market strategy and SKU rationalization.

During the third quarter and first nine months of fiscal 2025, we incurred costs of $1.2 and $1.6, respectively, related to government mandated incremental costs related to the bankruptcy of one of our foreign vendors.

During the third quarter and first nine months of fiscal 2024, the Company incurred $2.7 and $8.0, respectively, in costs related to incremental material charges, labor and absorption as a result of the fire that occurred at our Wet Ones manufacturing plant in Sidney, Ohio on December 1, 2023.

Liquidity and Capital Resources

As of June 30, 2025, a significant portion of our cash balances was located outside the U.S. Given our extensive international operations, a significant portion of our cash is denominated in foreign currencies. Refer to Note 14 of Notes to Condensed Consolidated Financial Statements for a discussion of the primary currencies to which the Company is exposed. We manage our worldwide cash requirements by reviewing available funds among the many subsidiaries through which we conduct business and the cost effectiveness with which those funds can be accessed. We generally repatriate a portion of current year earnings from select non-U.S. subsidiaries only if the economic cost of the repatriation is not considered material.

Our cash is deposited with multiple counterparties which consist of major financial institutions. We consistently monitor positions with, and credit ratings of, counterparties both internally and by using outside ratings agencies.

Our total borrowings as of June 30, 2025 and September 30, 2024 were as follows:


	Interest Type	Currency	June 30, 2025		September 30, 2024
Long-term notes	fixed	USD	$	1,250.0	$	1,250.0
Revolver loans borrowed under the U.S. Revolving Credit Facility	variable	USD	130.0		34.0
Short-term notes payable	variable	various	23.2		24.5
Total borrowings			$	1,403.2	$	1,308.5

Our Revolver utilization is summarized below.


	June 30, 2025		September 30, 2024
Total Revolver capacity	$	425.0	$	425.0
Less: Revolver borrowings	130.0		34.0
Less: Outstanding letters of credit	5.1		5.3
Revolver balance available	$	289.9	$	385.7

Historically, we have generated, and expect to continue to generate, favorable cash flows from operations. Our cash flows are affected by the seasonality of our Sun Care businesses, typically resulting in higher net sales and increased cash generated in the second and third quarters of each fiscal year. We believe our cash on hand, cash flows from operations and borrowing capacity under the U.S. Revolving Credit Facility will be sufficient to satisfy our future working capital requirements, interest payments, R&D activities, capital expenditures, and other financing requirements for at least the next 12 months. We will continue to monitor our cash flows, spending and liquidity needs. For more information on the U.S. Revolving Credit Facility, see Note 10 to the Notes To Condensed Consolidated Financial Statements.

Short-term financing needs primarily consist of working capital requirements and interest payments on our long-term debt. Long-term financing needs will depend largely on potential growth opportunities, including acquisition activity and repayment or refinancing of our long-term debt obligations. Our long-term liquidity may be influenced by our ability to borrow additional funds, renegotiate existing debt, and raise equity under terms that are favorable to us. We may, from time-to-time, seek to repurchase shares of our common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.

As of June 30, 2025, we were in compliance with the provisions and covenants associated with our debt agreements.

Cash Flows

A summary of our cash flow activities is provided in the following table:


	Nine months ended June 30,
	2025		2024
Net cash provided by (used for) from:
Operating activities	$	44.3	$	157.3
Investing activities	(45.3)		(36.9)
Financing activities	(10.9)		(139.3)
Effect of exchange rate changes on cash	2.4		(1.4)
Net decrease in cash and cash equivalents	$	(9.5)	$	(20.3)

Operating Activities

Cash flow provided by operating activities was $44.3 during the first nine months of fiscal 2025, compared to $157.3 during the prior year period. The increase in cash used for operating activities was largely driven by changes in net working capital and lower earnings.

Investing Activities

Net cash used for investing activities was $45.3 during the first nine months of fiscal 2025, compared to $36.9 during the prior year period. The increase in cash used was primarily due to an increase in capital expenditures, which were $49.4 during the first nine months of fiscal 2025, compared to $30.6 in the prior year period.

Financing Activities

Net cash used for financing activities was $10.9 during the first nine months of fiscal 2025, compared to $139.3 in the prior year period. During the first nine months of fiscal 2025, we had net borrowings of $96.0 under the U.S. Revolving Credit Facility, compared to repayments of $72.0 in the prior year period. Dividend payments totaled $22.4 in the first nine months of fiscal 2025, compared to $23.3 in the prior year period. We had share repurchases of $90.2 in the first nine months of fiscal 2025, compared to $40.2 in the prior year period.

Share Repurchases

During the first nine months of fiscal 2025, we repurchased 2.8 shares of our common stock for $90.2. We have 0.2 shares remaining under the 2018 Share Repurchase Plan as of June 30, 2025. Future share repurchases, if any, would be made in the open market, privately negotiated transactions or otherwise permitted, and in such amounts and at such times as the Company deems appropriate based upon prevailing market conditions, business needs and other factors. For more information, see Note 12 of the Notes to Condensed Consolidated Financial Statements.

Dividends

Dividend activity for the nine months ended June 30, 2025 was as follows:

Date Declared

Record Date

Payable Date

Amount Per Share

August 6, 2024

September 4, 2024

October 3, 2024

0.15

October 31, 2024

December 3, 2024

January 8, 2025

0.15

February 6, 2025

March 5, 2025

April 9, 2025

0.15

May 7, 2025

June 6, 2025

July 9, 2025

0.15

Dividends declared during the nine months ended June 30, 2025 totaled $21.7. Payments made for dividends during the nine months ended June 30, 2025 totaled $22.4.

Commitments and Contingencies

Contractual Obligations

As of June 30, 2025, we had outstanding borrowings of $130.0 under the U.S. Revolving Credit Facility, which matures in 2029. As of June 30, 2025, future minimum repayments of fixed debt are: $750.0 in fiscal 2028 and $500.0 in fiscal 2029.

There have been no other material changes in our contractual obligations since the presentation in our 2024 Annual Report.

Recent Accounting Pronouncements

Information regarding new accounting pronouncements is included in Note 1 of the Notes to Condensed Consolidated Financial Statements.

Critical Accounting Estimates

Our critical accounting estimates are fully described in our 2024 Annual Report. The preparation of these financial statements requires us to make estimates and assumptions. These estimates and assumptions can be subjective and complex, and consequently, actual results could differ from those estimates. There have been no significant changes to our critical accounting estimates since September 30, 2024.

At June 30, 2025, after evaluating business conditions and our financial performance, we concluded that there was a triggering event for our Feminine Care reporting unit requiring an interim impairment analysis. Based on our interim impairment analysis, the fair value exceeded carrying value by less than 10% and no impairment charge was recorded for the three and nine months ended June 30, 2025.

The fair value of our reporting units’ goodwill is sensitive to differences between estimated and actual cash flows, including changes in the projected revenue, projected EBITDA margin, discount rate and market multiples used to evaluate the fair value. We will continue to evaluate business conditions, our financial performance and our market capitalization for any material changes through the fourth quarter of fiscal 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

(Amounts in millions)

The market risk inherent in our financial instruments and positions represents the potential loss arising from adverse changes in currency rates, commodity prices, and interest rates. At times, we enter into contractual arrangements (derivatives) to reduce these exposures. For further information on our foreign currency derivative instruments, refer to Note 14 of Notes to our Condensed Consolidated Financial Statements. As of June 30, 2025, there were no open derivative or hedging instruments for future purchases of raw materials or commodities. Our exposure to interest rate risk relates primarily to our variable-rate debt instruments, which currently bear interest based on Secured Overnight Financing Rate (SOFR) plus margin. As of June 30, 2025, our outstanding variable-rate debt included $154.3 related to the U.S. Revolving Credit Facility and international, variable-rate notes payable. Assuming a one-percent increase in the applicable interest rates, annual interest expense on these variable-rate debt instruments would increase approximately $1.5.

There have been no material changes in our assessment of market risk sensitivity since our presentation of Quantitative and Qualitative Disclosures About Market Risk in our 2024 Annual Report.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act, is recorded, processed, summarized and reported within the specified time periods, and that such information is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025. Based on that evaluation, our CEO and CFO concluded that, as of that date, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1A. Risk Factors.

While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Item 1A. Risk Factors of our 2024 Annual Report describes some of the risks and uncertainties associated with our business. These risks and uncertainties have the potential to materially affect our business, results of operations, financial condition, cash flows, projected results and future prospects. There have been no material changes to the risk factors disclosed in our 2024 Annual Report, except as set forth in our Quarterly Report on Form 10-Q for the period ended March 31, 2025.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

The following table sets forth the purchases of our Company’s securities by the Company and any affiliated purchasers within the meaning of Rule 10b-18(a)(3) (17 CFR 240.10b-18(a)(3)) during the third quarter of fiscal 2025:


Period	Total Number of Shares Purchased (1)	Average Price Paid per share (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number that May Yet Be Purchased Under the Plans or Programs
April 1 to 30, 2025	283,838	$	29.97	283,052	798,862
May 1 to 31, 2025	452,189	$	28.27	452,189	346,673
June 1 to 30, 2025	119,979	$	26.91	119,979	226,694

(1)There were 786 shares purchased during the quarter related to the surrender of shares of common stock to our Company to satisfy tax withholding obligations in connection with the vesting of restricted stock equivalents.

(2)Includes $0.02 per share of brokerage fee commissions and excludes excise tax.

For more information, see Note 12 of the Notes To Condensed Consolidated Financial Statements.

Item 5. Other Information.

During the three months ended June 30, 2025, no director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.


Exhibit Number			Exhibit


















31.1*			Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*			Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**			Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**			Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


101			The following materials from the Edgewell Personal Care Company Quarterly Report on Form 10-Q formatted in inline eXtensible Business Reporting Language (“iXBRL”): (i) the Condensed Consolidated Statements of Earnings and Comprehensive (Loss) Income for the three and nine months ended June 30, 2025 and 2024, (ii) the Condensed Consolidated Balance Sheets at June 30, 2025 and September 30, 2024, (iii) the Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2025 and 2024, (iv) the Condensed Consolidated Statements of Shareholder’s Equity for the three and nine months ended June 30, 2025 and 2024 and (v) Notes to Condensed Consolidated Financial Statements. The financial information contained in the XBRL-related documents is “unaudited” and “unreviewed.”
104*			Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document).

*Filed herewith.

** Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		EDGEWELL PERSONAL CARE COMPANY

		Registrant

		By:	/s/ Francesca Weissman
			Francesca Weissman
			Chief Financial Officer
			(principal financial officer)

Date:	August 5, 2025

Source:

FAQ

How much of XBP Global Holdings (XBPEW) does Exela now own?

Exela and its subsidiaries beneficially own 33,669,980 shares/warrants, representing 27.08 % of outstanding common stock.

What is Par Chadha鈥檚 total beneficial ownership in XBP?

Including personal holdings and Exela鈥檚 stake, Chadha controls 36,027,240 shares/warrants, or 28.97 % of XBP.

How were the shares acquired?

They were issued on 29 Jul 2025 through a Chapter 11 plan converting 2026 note claims and via a membership interest purchase.

Are the new shares subject to any restrictions?

Yes. They are pledged to cover restructuring tax liabilities and are covered by a Registration Rights Agreement for future resale.

What potential dilution exists from warrants?

Exela holds 6,632,418 warrant shares; if exercised, XBP鈥檚 share count would rise accordingly, diluting existing holders.

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How much of XBP Global Holdings (XBPEW) does Exela now own?

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How were the shares acquired?

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