PBH 8-K
Prestige Consumer Healthcare Inc. (PBH)
8-K
2026-02-05
For: 2026-02-05
View Original
Added on
April 08, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 5, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) (Zip Code)
(914 524-6800
(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
| 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.
☐
Item 2.02 Results of Operations and Financial Condition.
On February 5, 2026, Prestige Consumer Healthcare Inc. (the “Company”) announced financial results for the fiscal quarter and nine months ended December 31, 2025. A copy of the press release announcing the Company's earnings results for the fiscal quarter and nine months ended December 31, 2025 is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On February 5, 2026, representatives of the Company began making presentations to investors regarding the Company's financial results for the quarter and nine months ended December 31, 2025 using slides attached to this Current Report on Form 8-K as Exhibit 99.2 (the “Investor Presentation”) and incorporated herein by reference. The Company expects to use the Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during the fiscal year ended March 31, 2026.
By furnishing the information contained in this Item 7.01, the Company makes no admission as to the materiality of any information that is required to be disclosed solely by reason of Regulation FD.
The information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
The information presented in Items 2.02 and 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index immediately following the signature page.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 5, 2026 | PRESTIGE CONSUMER HEALTHCARE INC. | ||||||||||
| By: | /s/ Christine Sacco | ||||||||||
| Christine Sacco | |||||||||||
| Chief Financial Officer & Chief Operating Officer | |||||||||||
EXHIBIT INDEX
| Exhibit | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | |||||||
Exhibit 99.1
Prestige Consumer Healthcare Inc. Reports Third Quarter and Year-to-Date Fiscal 2026 Results
•Revenue of $283.4 million in Q3, ahead of outlook
•Diluted EPS of $0.97 in Q3 and Adjusted Diluted EPS of $1.14, versus prior year Q3 Diluted EPS of $1.22
•Repurchased approximately 0.8 million shares opportunistically in Q3
•Successfully closed acquisition of eye care supplier Pillar5 Pharma, Inc. in December, as expected
•Narrowing Outlook Range of Fiscal 2026 Revenue and Adjusted Diluted EPS
TARRYTOWN, N.Y.--(GLOBE NEWSWIRE)-February 5, 2026-- Prestige Consumer Healthcare Inc. (NYSE:PBH) today reported financial results for its third quarter and nine months ended December 31, 2025.
“We exceeded our third quarter revenue outlook and delivered solid profitability in the quarter, which reflected the benefits of our diverse business model and strong financial profile. We are pleased with these results, especially when navigating the challenging consumer backdrop we’ve experienced year-to-date. As expected, we continued to make progress toward improving Clear Eyes® supply, increasing sales sequentially and closing on the acquisition of Pillar5 in December. Furthermore, our superior free cash flow and low leverage allowed us to repurchase approximately 0.8 million shares in the third quarter to further enhance shareholder value,” said Ron Lombardi, Chief Executive Officer of Prestige Consumer Healthcare.
Third Fiscal Quarter Ended December 31, 2025
Reported revenues in the third quarter of fiscal 2026 of $283.4 million decreased 2.4% from $290.3 million in the third quarter of fiscal 2025 and decreased 2.2% excluding the impact of foreign currency. The revenue decline versus the prior year comparable period was primarily driven by lower Ear & Eye Care category sales as a result of limited ability to supply demand for Clear Eyes®.
Reported net income for the third quarter of fiscal 2026 totaled $46.7 million and non-GAAP adjusted net income totaled $54.9 million, compared to the prior year third quarter’s net income of $61.0 million. Diluted earnings per share of $0.97 and non-GAAP adjusted diluted earnings per share of $1.14 for the third quarter of fiscal 2026 compared to diluted earnings per share of $1.22 in the prior year comparable period.
The adjustments to the third quarter of fiscal 2026 relate to the write off of a supplier loan, professional costs associated with the Pillar5 acquisition, and the applicable tax impact associated with these items.
Nine Months Ended December 31, 2025
Reported revenues for the first nine months of fiscal 2026 totaled $807.1 million and compared to revenues of $841.2 million for the first nine months of fiscal 2025. Revenues decreased 4.1% versus the prior year comparable period and 3.9% excluding the impact of foreign currency. The revenue performance for the first nine months reflected the limited ability to supply strong demand for Clear Eyes® as well as the Q1 headwind associated with accelerated order timing in Q4 of the prior year.
Reported net income for the first nine months of fiscal 2026 totaled $136.4 million versus the prior year comparable period net income of $164.5 million. Non-GAAP adjusted net income for the first nine months of fiscal 2026 totaled $154.8 million versus the prior year comparable period’s adjusted net income of $160.4 million. Diluted earnings per share were $2.78 for the first nine months of fiscal 2026 compared to $3.28 per share in the prior year comparable period. Non-GAAP adjusted diluted earnings per share of $3.16 for the first nine months of fiscal 2026 compared to the prior year comparable period’s adjusted diluted earnings per share of $3.20.
The adjustments to the first nine months of fiscal 2026 relate to the write off of a supplier loan, professional costs associated with the Pillar5 acquisition, and the applicable tax impact associated with these items, as well as a discrete tax item pertaining to establishing a taxable presence in a new state. The adjustment to the first nine months of fiscal 2025 relates to a discrete tax item in the first quarter pertaining to the release of a reserve for an uncertain tax position due to the statute of limitations expiring.
Free Cash Flow and Balance Sheet
The Company's net cash provided by operating activities for the first nine months of fiscal 2026 was $214.8 million, compared to $189.7 million during the prior year comparable period. Non-GAAP free cash flow in the first nine months of fiscal 2026 was $208.8 million compared to $184.9 million in the prior year comparable period.
In the third quarter fiscal 2026, the Company opportunistically repurchased approximately 0.8 million shares at a total investment of $45.8 million. For the first nine months of fiscal 2026, the total shares repurchased were approximately 2.3 million at a total cost of $155.6 million.
The Company's net debt position as of December 31, 2025 was approximately $1.0 billion, resulting in a covenant-defined leverage ratio of 2.6x.
Segment Review
North American OTC Healthcare: Segment revenues of $235.7 million for the third quarter fiscal 2026 decreased compared to the prior year comparable quarter's segment revenues of $238.9 million. The revenue decrease was primarily attributable to lower Eye & Ear Care category sales, driven primarily by limited ability to supply demand for Clear Eyes®.
For the first nine months of the current fiscal year, reported revenues for the North American OTC segment were $679.0 million, which compared to $711.1 million in the prior year comparable period. The revenue decrease was primarily attributable to lower Eye & Ear Care category sales, driven by limited ability to supply demand for Clear Eyes® as well as the expected headwind associated with accelerated order timing in Q4 of the prior year.
International OTC Healthcare: Fiscal third quarter 2026 segment revenues of $47.7 million compared to $51.4 million reported in the prior year comparable period. The lower revenue performance was driven by lower Eye & Ear Care category sales.
For the first nine months of the current fiscal year, reported revenues for the International OTC Healthcare segment were $128.1 million, a decrease of 1.6% over the prior year comparable period’s revenues of $130.2 million, or a decrease of 0.9% excluding the effects of foreign currency.
Updated Fiscal 2026 Outlook
“Looking ahead we continue to rebuild our supply chain capacity for Clear Eyes and expect supply improvements in coming quarters to support long-term demand. We are narrowing our fiscal 2026 net sales outlook to approximately $1.1 billion to reflect a continued challenging consumer environment while maintaining our outlook for free cash flow of $245 million or higher in fiscal 2026 which reflects our strong and stable financial performance. We continue to remain focused on brand-building that drives long-term organic growth, along with disciplined capital allocation that helps generate superior shareholder value creation over time." Mr. Lombardi stated.
Prior Fiscal 2026 Outlook | Current Fiscal 2026 Outlook | |||||||
Revenue | $1,100 to $1,115 million | Approximately $1,100 million | ||||||
Organic Revenue Growth | Approximate 1.5% to 3.0% decrease | Approximate 3.0% decrease | ||||||
Adjusted Diluted E.P.S. | $4.54 to $4.58 | Approximately $4.54 | ||||||
Free Cash Flow | $245 million or more | $245 million or more | ||||||
Third Quarter Fiscal 2026 Conference Call, Accompanying Slide Presentation and Replay
The Company will host a conference call to review its third quarter and first nine months fiscal 2026 results today, February 5, 2026 at 8:30 a.m. ET. The Company provides a live Internet webcast, a slide presentation to accompany the call, as well as an archived replay, all of which can be accessed from the Investor Relations page of the Company's website at http://www.prestigeconsumerhealthcare.com/. To participate in the conference call via phone, participants may register for the call here to receive dial-in details and a unique pin. While not required, it is recommended to join 10 minutes prior to the event start. The slide presentation can be accessed from the Investor Relations page of the Company’s website by clicking on Webcasts and Presentations.
A conference call replay will be available for approximately one week following completion of the live call and can be accessed on the Company’s Investor Relations page.
Non-GAAP and Other Financial Information
In addition to financial results reported in accordance with generally accepted accounting principles (GAAP), we have provided certain non-GAAP financial information in this release to aid investors in understanding the Company's performance. Each non-GAAP financial measure is defined and reconciled to its most closely related GAAP financial measure in the “About Non-GAAP Financial Measures” section at the end of this earnings release.
Note Regarding Forward-Looking Statements
This news release contains "forward-looking statements" within the meaning of the federal securities laws that are intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" generally can be identified by the use of forward-looking terminology such as "outlook," "may," "will," "would," “believe,” "expect," “looking ahead,” ”focused,” or "continue" (or the negative or other derivatives of each of these terms) or similar
terminology. The "forward-looking statements" include, without limitation, statements regarding the Company's future operating results including revenues, organic growth, diluted earnings per share, and free cash flow; demand for eye care products and improvements in eye care supply and the impact of acquiring Pillar5 on the supply of eye care products and the need for related incremental investments; and the Company’s ability to maintain strong financial performance and enhance shareholder value and organic growth through its brand-building focus and disciplined capital allocation. These statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those expected as a result of a variety of factors, including the impact of business and economic conditions, including as a result of evolving U.S. and international tariffs and trade actions, labor shortages, inflation and geopolitical instability, consumer trends, the impact of the Company’s advertising and marketing and new product development initiatives, customer inventory management initiatives, fluctuating foreign exchange rates, competitive pressures, the ability to meet Pillar5 closing conditions, and the ability of the Company’s manufacturing operations and third party manufacturers and logistics providers and suppliers to meet demand for its products and to avoid inflationary cost increases and disruption. A discussion of other factors that could cause results to vary is included in the Company's Annual Report on Form 10-K for the year ended March 31, 2025 and other periodic reports filed with the Securities and Exchange Commission.
About Prestige Consumer Healthcare Inc.
Prestige Consumer Healthcare is a leading consumer healthcare products company with sales throughout the U.S. and Canada, Australia, and in certain other international markets. The Company’s diverse portfolio of brands include Monistat® and Summer’s Eve® women's health products, BC® and Goody's® pain relievers, Clear Eyes® and TheraTears® eye care products, DenTek® specialty oral care products, Dramamine® motion sickness treatments, Fleet® enemas and glycerin suppositories, Chloraseptic® and Luden's® sore throat treatments and drops, Compound W® wart treatments, Little Remedies® pediatric over-the-counter products, Boudreaux’s Butt Paste® diaper rash ointments, Nix® lice treatment, Debrox® earwax remover, Gaviscon® antacid in Canada, and Hydralyte® rehydration products and the Fess® line of nasal and sinus care products in Australia. Visit the Company's website at www.prestigeconsumerhealthcare.com.
Prestige Consumer Healthcare Inc.
Condensed Consolidated Statements of Income and Comprehensive Income
(Unaudited)
| Three Months Ended December 31, | Nine Months Ended December 31, | |||||||||||||||||||||||||
| (In thousands, except per share data) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Total Revenues | $ | 283,444 | $ | 290,317 | $ | 807,088 | $ | 841,244 | ||||||||||||||||||
| Cost of Sales | ||||||||||||||||||||||||||
| Cost of sales excluding depreciation | 123,632 | 127,360 | 350,390 | 370,098 | ||||||||||||||||||||||
| Cost of sales depreciation | 2,443 | 1,908 | 7,419 | 6,693 | ||||||||||||||||||||||
| Cost of sales | 126,075 | 129,268 | 357,809 | 376,791 | ||||||||||||||||||||||
| Gross profit | 157,369 | 161,049 | 449,279 | 464,453 | ||||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||
| Advertising and marketing | 40,055 | 37,945 | 113,693 | 118,719 | ||||||||||||||||||||||
| General and administrative | 29,674 | 26,182 | 86,167 | 81,159 | ||||||||||||||||||||||
| Depreciation and amortization | 5,149 | 4,960 | 15,502 | 16,228 | ||||||||||||||||||||||
| Total operating expenses | 74,878 | 69,087 | 215,362 | 216,106 | ||||||||||||||||||||||
| Operating income | 82,491 | 91,962 | 233,917 | 248,347 | ||||||||||||||||||||||
| Other expense | ||||||||||||||||||||||||||
| Interest expense, net | 10,672 | 11,455 | 30,911 | 36,873 | ||||||||||||||||||||||
| Other expense, net | 10,005 | 353 | 10,282 | 1,244 | ||||||||||||||||||||||
| Total other expense, net | 20,677 | 11,808 | 41,193 | 38,117 | ||||||||||||||||||||||
| Income before income taxes | 61,814 | 80,154 | 192,724 | 210,230 | ||||||||||||||||||||||
| Provision for income taxes | 15,118 | 19,122 | 56,351 | 45,753 | ||||||||||||||||||||||
| Net income | $ | 46,696 | $ | 61,032 | $ | 136,373 | $ | 164,477 | ||||||||||||||||||
| Earnings per share: | ||||||||||||||||||||||||||
| Basic | $ | 0.98 | $ | 1.23 | $ | 2.80 | $ | 3.31 | ||||||||||||||||||
| Diluted | $ | 0.97 | $ | 1.22 | $ | 2.78 | $ | 3.28 | ||||||||||||||||||
| Weighted average shares outstanding: | ||||||||||||||||||||||||||
| Basic | 47,880 | 49,597 | 48,791 | 49,711 | ||||||||||||||||||||||
| Diluted | 48,087 | 49,993 | 49,059 | 50,085 | ||||||||||||||||||||||
| Comprehensive income, net of tax: | ||||||||||||||||||||||||||
| Currency translation adjustments | 1,366 | (13,628) | 7,425 | (5,669) | ||||||||||||||||||||||
| Total other comprehensive income (loss) | 1,366 | (13,628) | 7,425 | (5,669) | ||||||||||||||||||||||
| Comprehensive income | $ | 48,062 | $ | 47,404 | $ | 143,798 | $ | 158,808 | ||||||||||||||||||
Prestige Consumer Healthcare Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands) | December 31, 2025 | March 31, 2025 | |||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 62,373 | $ | 97,884 | |||||||
Accounts receivable, net of allowance of $21,087 and $16,314, respectively | 190,456 | 194,293 | |||||||||
| Inventories | 163,594 | 147,709 | |||||||||
| Prepaid expenses and other current assets | 17,005 | 8,442 | |||||||||
| Total current assets | 433,428 | 448,328 | |||||||||
| Property, plant and equipment, net | 128,214 | 74,548 | |||||||||
| Operating lease right-of-use assets | 23,928 | 28,238 | |||||||||
| Finance lease right-of-use assets, net | 22,596 | 25,056 | |||||||||
| Goodwill | 581,248 | 527,425 | |||||||||
| Intangible assets, net | 2,301,536 | 2,295,350 | |||||||||
| Other long-term assets | 3,793 | 3,273 | |||||||||
| Total Assets | $ | 3,494,743 | $ | 3,402,218 | |||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | 42,946 | 18,925 | |||||||||
| Accrued interest payable | 15,078 | 15,703 | |||||||||
| Operating lease liabilities, current portion | 6,019 | 6,047 | |||||||||
| Finance lease liabilities, current portion | 2,614 | 2,490 | |||||||||
| Other accrued liabilities | 72,900 | 63,458 | |||||||||
| Total current liabilities | 139,557 | 106,623 | |||||||||
| Long-term debt, net | 1,033,547 | 992,357 | |||||||||
| Deferred income tax liabilities | 449,331 | 419,594 | |||||||||
| Long-term operating lease liabilities, net of current portion | 18,458 | 22,732 | |||||||||
| Long-term finance lease liabilities, net of current portion | 18,652 | 20,624 | |||||||||
| Other long-term liabilities | 5,747 | 5,391 | |||||||||
| Total Liabilities | 1,665,292 | 1,567,321 | |||||||||
| Total Stockholders' Equity | 1,829,451 | 1,834,897 | |||||||||
| Total Liabilities and Stockholders' Equity | $ | 3,494,743 | $ | 3,402,218 | |||||||
Prestige Consumer Healthcare Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Nine Months Ended December 31, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Operating Activities | |||||||||||
| Net income | $ | 136,373 | $ | 164,477 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 22,921 | 22,921 | |||||||||
| Loss on disposal of property and equipment | 140 | 83 | |||||||||
| Deferred and other income taxes | 26,808 | 7,278 | |||||||||
| Amortization of debt origination costs | 1,341 | 1,316 | |||||||||
| Stock-based compensation costs | 8,188 | 8,424 | |||||||||
| Non-cash operating lease cost | 5,814 | 5,322 | |||||||||
| Write off of supplier loan | 10,332 | — | |||||||||
| Changes in operating assets and liabilities, net of the effects of acquisitions: | |||||||||||
| Accounts receivable | (2,085) | 8,874 | |||||||||
| Inventories | (7,069) | (13,385) | |||||||||
| Prepaid expenses and other current assets | (6,913) | 5,558 | |||||||||
| Accounts payable | 18,457 | (18,851) | |||||||||
| Accrued liabilities | 6,358 | 4,359 | |||||||||
| Operating lease liabilities | (5,783) | (5,721) | |||||||||
| Other | (96) | (988) | |||||||||
| Net cash provided by operating activities | 214,786 | 189,667 | |||||||||
| Investing Activities | |||||||||||
| Purchases of property, plant and equipment | (5,968) | (4,745) | |||||||||
| Acquisitions, net of cash acquired | (125,532) | (8,250) | |||||||||
| Other | (1,927) | (978) | |||||||||
| Net cash (used in) investing activities | (133,427) | (13,973) | |||||||||
| Financing Activities | |||||||||||
| Term loan repayments | — | (135,000) | |||||||||
| Borrowings under revolving credit agreement | 40,000 | — | |||||||||
| Payments of finance leases | (1,771) | (1,899) | |||||||||
| Proceeds from exercise of stock options | 3,907 | 12,340 | |||||||||
| Fair value of shares surrendered as payment of tax withholding | (4,260) | (5,832) | |||||||||
| Repurchase of common stock | (155,593) | (40,196) | |||||||||
| Other | (246) | 0 | |||||||||
| Net cash (used in) financing activities | (117,963) | (170,587) | |||||||||
| Effects of exchange rate changes on cash and cash equivalents | 1,093 | (702) | |||||||||
| Increase in cash and cash equivalents | (35,511) | 4,405 | |||||||||
| Cash and cash equivalents - beginning of period | 97,884 | 46,469 | |||||||||
| Cash and cash equivalents - end of period | $ | 62,373 | $ | 50,874 | |||||||
| Interest paid | $ | 33,327 | $ | 37,427 | |||||||
| Income taxes paid | $ | 36,887 | $ | 33,512 | |||||||
Prestige Consumer Healthcare Inc.
Condensed Consolidated Statements of Income
Business Segments
(Unaudited)
| Three Months Ended December 31, 2025 | |||||||||||||||||
| (In thousands) | North American OTC Healthcare | International OTC Healthcare | Consolidated | ||||||||||||||
| Total segment revenues* | $ | 235,697 | $ | 47,747 | $ | 283,444 | |||||||||||
| Cost of sales | 105,002 | 21,073 | 126,075 | ||||||||||||||
| Gross profit | 130,695 | 26,674 | 157,369 | ||||||||||||||
| Advertising and marketing | 32,686 | 7,369 | 40,055 | ||||||||||||||
| Contribution margin | $ | 98,009 | $ | 19,305 | $ | 117,314 | |||||||||||
| Other operating expenses | 34,823 | ||||||||||||||||
| Operating income | $ | 82,491 | |||||||||||||||
*Intersegment revenues of $1.2 million were eliminated from the North American OTC Healthcare segment.
| Nine Months Ended December 31, 2025 | ||||||||||||||||||||
| (In thousands) | North American OTC Healthcare | International OTC Healthcare | Consolidated | |||||||||||||||||
| Total segment revenues* | $ | 679,031 | $ | 128,057 | $ | 807,088 | ||||||||||||||
| Cost of sales | 299,528 | 58,281 | 357,809 | |||||||||||||||||
| Gross profit | 379,503 | 69,776 | 449,279 | |||||||||||||||||
| Advertising and marketing | 93,673 | 20,020 | 113,693 | |||||||||||||||||
| Contribution margin | $ | 285,830 | $ | 49,756 | $ | 335,586 | ||||||||||||||
| Other operating expenses | 101,669 | |||||||||||||||||||
| Operating income | 233,917 | |||||||||||||||||||
Three Months Ended December 31, 2024 | |||||||||||||||||
| (In thousands) | North American OTC Healthcare | International OTC Healthcare | Consolidated | ||||||||||||||
| Total segment revenues* | $ | 238,934 | $ | 51,383 | $ | 290,317 | |||||||||||
| Cost of sales | 108,067 | 21,201 | 129,268 | ||||||||||||||
| Gross profit | 130,867 | 30,182 | 161,049 | ||||||||||||||
| Advertising and marketing | 30,995 | 6,950 | 37,945 | ||||||||||||||
| Contribution margin | $ | 99,872 | $ | 23,232 | $ | 123,104 | |||||||||||
| Other operating expenses | 31,142 | ||||||||||||||||
| Operating income | $ | 91,962 | |||||||||||||||
* Intersegment revenues of $0.9 million were eliminated from the North American OTC Healthcare segment.
Nine Months Ended December 31, 2024 | |||||||||||||||||
| (In thousands) | North American OTC Healthcare | International OTC Healthcare | Consolidated | ||||||||||||||
| Total segment revenues* | $ | 711,061 | $ | 130,183 | $ | 841,244 | |||||||||||
| Cost of sales | 321,408 | 55,383 | 376,791 | ||||||||||||||
| Gross profit | 389,653 | 74,800 | 464,453 | ||||||||||||||
| Advertising and marketing | 99,637 | 19,082 | 118,719 | ||||||||||||||
| Contribution margin | $ | 290,016 | $ | 55,718 | $ | 345,734 | |||||||||||
| Other operating expenses | 97,387 | ||||||||||||||||
| Operating income | $ | 248,347 | |||||||||||||||
* Intersegment revenues of $2.5 million were eliminated from the North American OTC Healthcare segment.
About Non-GAAP Financial Measures
In addition to financial results reported in accordance with GAAP, we disclose certain Non-GAAP financial measures ("NGFMs"), including, but not limited to, Non-GAAP Organic Revenues, Non-GAAP Organic Revenue Change Percentage, Non-GAAP Adjusted General and Administrative Expense, Non-GAAP Adjusted General and Administrative Expense Percentage, Non-GAAP EBITDA, Non-GAAP EBITDA Margin, Non-GAAP Adjusted EBITDA, Non-GAAP Adjusted EBITDA Margin, Non-GAAP Adjusted Net Income, Non-GAAP Adjusted Diluted EPS, Non-GAAP Free Cash Flow, and Net Debt. We use these NGFMs internally, along with GAAP information, in evaluating our operating performance and in making financial and operational decisions. We believe that the presentation of these NGFMs provides investors with greater transparency, and provides a more complete understanding of our business than could be obtained absent these disclosures, because the supplemental data relating to our financial condition and results of operations provides additional ways to view our operation when considered with both our GAAP results and the reconciliations below. In addition, we believe that the presentation of each of these NGFMs is useful to investors for period-to-period comparisons of results in assessing shareholder value, and we use these NGFMs internally to evaluate the performance of our personnel and also to evaluate our operating performance and compare our performance to that of our competitors.
These NGFMs are not in accordance with GAAP, should not be considered as a measure of profitability or liquidity, and may not be directly comparable to similarly titled NGFMs reported by other companies. These NGFMs have limitations and they should not be considered in isolation from or as an alternative to their most closely related GAAP measures reconciled below. Investors should not rely on any single financial measure when evaluating our business. We recommend investors review the GAAP financial measures included in this earnings release. When viewed in conjunction with our GAAP results and the reconciliations below, we believe these NGFMs provide greater transparency and a more complete understanding of factors affecting our business than GAAP measures alone.
NGFMs Defined
We define our NGFMs presented herein as follows:
•Non-GAAP Organic Revenues: GAAP Total Revenues excluding the impact of foreign currency exchange rates in the periods presented.
•Non-GAAP Organic Revenue Change Percentage: Calculated as the change in Non-GAAP Organic Revenues from prior year divided by prior year Non-GAAP Organic Revenues.
•Non-GAAP Adjusted General and Administrative Expense: GAAP General and Administrative expenses minus costs associated with acquisition.
•Non-GAAP Adjusted General and Administrative Expense Percentage: Calculated as Non-GAAP Adjusted General and Administrative expense divided by GAAP Total Revenues.
•Non-GAAP EBITDA: GAAP Net Income before interest expense, net, provision for income taxes, and depreciation and amortization.
•Non-GAAP EBITDA Margin: Calculated as Non-GAAP EBITDA divided by GAAP Total Revenues.
•Non-GAAP Adjusted EBITDA: Non-GAAP EBITDA less supplier loan write-off and costs associated with acquisition in General and Administrative expenses.
•Non-GAAP Adjusted EBITDA Margin: Calculated as Non-GAAP adjusted EBITDA divided by GAAP Total Revenues.
•Non-GAAP Adjusted Net Income: GAAP Net Income before supplier loan write-off, costs associated with acquisition in General and Administrative expenses, and applicable tax impact associated with these items and adjustment for a normalized tax rate.
•Non-GAAP Adjusted Diluted EPS: Calculated as Non-GAAP Adjusted Net Income, divided by the diluted weighted average number of shares outstanding during the period.
•Non-GAAP Free Cash Flow: Calculated as GAAP Net cash provided by operating activities less cash paid for capital expenditures.
•Net Debt: Calculated as total principal amount of debt outstanding ($1,040,000 at December 31, 2025) less cash and cash equivalents ($62,373 at December 31, 2025). Amounts in thousands.
The following tables set forth the reconciliations of each of our NGFMs (other than Net Debt, which is reconciled above) to their most directly comparable financial measures presented in accordance with GAAP.
Reconciliation of GAAP Total Revenues to Non-GAAP Organic Revenues and related Non-GAAP Organic Revenue Change percentage:
| Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| GAAP Total Revenues | $ | 283,444 | $ | 290,317 | $ | 807,088 | $ | 841,244 | |||||||||||||||
| Revenue Change | (2.4) | % | (4.1) | % | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Impact of foreign currency exchange rates | — | (534) | — | (1,574) | |||||||||||||||||||
| Total adjustments | — | (534) | — | (1,574) | |||||||||||||||||||
| Non-GAAP Organic Revenues | $ | 283,444 | $ | 289,783 | $ | 807,088 | $ | 839,670 | |||||||||||||||
| Non-GAAP Organic Revenue Change | (2.2) | % | (3.9) | % | |||||||||||||||||||
Reconciliation of GAAP General and Administrative Expense and related GAAP General and Administrative Expense percentage to Non-GAAP Adjusted General and Administrative expense and related Non-GAAP Adjusted General and Administrative Expense percentage:
| Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| GAAP General and Administrative Expense | $ | 29,674 | $ | 26,182 | $ | 86,167 | $ | 81,159 | |||||||||||||||
| GAAP General and Administrative Expense as a Percentage of GAAP Total Revenue | 10.5 | % | 9.0 | % | 10.7 | % | 9.6 | % | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
Costs associated with acquisition (1) | 472 | — | 472 | — | |||||||||||||||||||
| Total adjustments | 472 | — | 472 | — | |||||||||||||||||||
| Non-GAAP Adjusted General and Administrative Expense | $ | 29,202 | $ | 26,182 | $ | 85,695 | $ | 81,159 | |||||||||||||||
| Non-GAAP Adjusted General and Administrative Expense Percentage as a Percentage of GAAP Total Revenues | 10.3 | % | 9.0 | % | 10.6 | % | 9.6 | % | |||||||||||||||
(1) Costs related to the consummation of the acquisition process such as legal and other acquisition-related professional fees.
Reconciliation of GAAP Net Income to Non-GAAP EBITDA and related Non-GAAP EBITDA Margin, Non-GAAP Adjusted EBITDA and related Non-GAAP Adjusted EBITDA Margin:
| Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| GAAP Net Income | $ | 46,696 | $ | 61,032 | $ | 136,373 | $ | 164,477 | |||||||||||||||
| Interest expense, net | 10,672 | 11,455 | 30,911 | 36,873 | |||||||||||||||||||
| Provision for income taxes | 15,118 | 19,122 | 56,351 | 45,753 | |||||||||||||||||||
| Depreciation and amortization | 7,592 | 6,868 | 22,921 | 22,921 | |||||||||||||||||||
| Non-GAAP EBITDA | $ | 80,078 | $ | 98,477 | $ | 246,556 | $ | 270,024 | |||||||||||||||
| Non-GAAP EBITDA Margin | 28.3 | % | 33.9 | % | 30.5 | % | 32.1 | % | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
Costs associated with acquisition in General and Administrative Expense (1) | 472 | — | 472 | — | |||||||||||||||||||
| Supplier loan write-off | 10,332 | — | 10,332 | — | |||||||||||||||||||
| Total adjustments | 10,804 | — | 10,804 | — | |||||||||||||||||||
| Non-GAAP Adjusted EBITDA | $ | 90,882 | $ | 98,477 | $ | 257,360 | $ | 270,024 | |||||||||||||||
| Non-GAAP Adjusted EBITDA Margin | 32.1 | % | 33.9 | % | 31.9 | % | 32.1 | % | |||||||||||||||
(1) Costs related to the consummation of the acquisition process such as legal and other acquisition-related professional fees.
Reconciliation of GAAP Net Income and GAAP Diluted Earnings Per Share to Non-GAAP Adjusted Net Income and related Non-GAAP Adjusted Diluted Earnings Per Share:
| Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||||||||||||||
| 2025 | 2025 Diluted EPS | 2024 | 2024 Diluted EPS | 2025 | 2025 Diluted EPS | 2024 | 2024 Diluted EPS | ||||||||||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||||||||||||||
| GAAP Net Income and Diluted EPS | $ | 46,696 | $ | 0.97 | $ | 61,032 | $ | 1.22 | $ | 136,373 | $ | 2.78 | $ | 164,477 | $ | 3.28 | |||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||
| Supplier loan write-off | 10,332 | 0.21 | — | $ | — | 10,332 | $ | 0.21 | — | $ | — | ||||||||||||||||||||||||
Costs associated with acquisition in General and Administrative Expense (1) | 472 | 0.01 | — | $ | — | 472 | $ | 0.01 | — | $ | — | ||||||||||||||||||||||||
Tax impact of adjustments (2) | (2,642) | (0.05) | — | $ | — | (2,642) | $ | (0.05) | — | $ | — | ||||||||||||||||||||||||
Normalized tax rate adjustment (3) | — | — | — | $ | — | 10,261 | $ | 0.21 | (4,030) | $ | (0.08) | ||||||||||||||||||||||||
| Total adjustments | 8,162 | 0.17 | — | — | 18,423 | 0.38 | (4,030) | (0.08) | |||||||||||||||||||||||||||
| Non-GAAP Adjusted Net Income and Adjusted Diluted EPS | $ | 54,858 | $ | 1.14 | $ | 61,032 | $ | 1.22 | $ | 154,796 | $ | 3.16 | $ | 160,447 | $ | 3.20 | |||||||||||||||||||
(1) Costs related to the consummation of the acquisition process such as legal and other acquisition-related professional fees.
(2) The income tax adjustments are determined using applicable rates in the taxing jurisdictions in which the above adjustments relate and includes both current and deferred income tax expense (benefit) based on the specific nature of the specific Non-GAAP performance measure.
(3) Income tax adjustment to adjust for discrete income tax items.
Reconciliation of GAAP Net Income to Non-GAAP Free Cash Flow:
| Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| GAAP Net Income | $ | 46,696 | $ | 61,032 | $ | 136,373 | $ | 164,477 | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities as shown in the Statement of Cash Flows | 26,656 | 14,973 | 75,544 | 45,344 | |||||||||||||||||||
| Changes in operating assets and liabilities as shown in the Statement of Cash Flows | 4,935 | (10,914) | 2,869 | (20,154) | |||||||||||||||||||
| Total adjustments | 31,591 | 4,059 | 78,413 | 25,190 | |||||||||||||||||||
| GAAP Net cash provided by operating activities | 78,287 | 65,091 | 214,786 | 189,667 | |||||||||||||||||||
| Purchases of property and equipment | (3,028) | (1,566) | (5,968) | (4,745) | |||||||||||||||||||
| Non-GAAP Free Cash Flow | $ | 75,259 | $ | 63,525 | $ | 208,818 | $ | 184,922 | |||||||||||||||
Outlook for Fiscal Year 2026:
| (In millions) | |||||
| Projected FY'26 GAAP Net cash provided by operating activities | $ | 255 | |||
| Additions to property and equipment for cash | (10) | ||||
| Projected FY'26 Non-GAAP Free Cash Flow | $ | 245 | |||
Reconciliation of Projected GAAP Diluted EPS to Projected Non-GAAP Adjusted Diluted EPS:
| Projected FY'26 GAAP Diluted EPS | $ | 4.16 | ||||||
| Adjustments: | ||||||||
| Supplier loan write off | 0.21 | |||||||
Costs associated with acquisition in General and Administrative expense (1) | 0.01 | |||||||
Tax impact of adjustments (2) | (0.05) | |||||||
Normalized tax rate adjustment (3) | 0.21 | |||||||
| Projected FY'26 Non-GAAP Adjusted Diluted EPS | $ | 4.54 | ||||||
(1) Costs related to the consummation of the acquisition process such as legal and other acquisition-related professional fees.
(2) The income tax adjustments are determined using applicable rates in the taxing jurisdictions in which the above adjustments relate and includes both current and deferred income tax expense (benefit) based on the specific nature of the specific Non-GAAP performance measure.
(3) Income tax adjustment to adjust for discrete income tax items..
Note: The Company anticipates certain additional non-GAAP expense adjustments related to the acquisition of Pillar5, such as integration and transition expenses, but does not provide a reconciliation of this measure to the closest GAAP measure because it cannot quantify these amounts without unreasonable effort due to the unknown magnitude and probable significance of the unavailable information.
Third Quarter FY 26 Results February 5, 2026 Exhibit 99.2
T H I R D Q U A R T E R F Y 2 6 R E S U L T S Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, organic revenue growth, adjusted diluted EPS, and free cash flow; the Company’s ability to execute on its brand-building strategy to drive organic growth; the Company’s ability to maximize shareholder value and accelerate earnings growth; the Company’s capital allocation strategy and optionality; the impact of the Pillar5 acquisition, including on the supply of Clear Eyes® and related production investments; the Company’s ability to expand its Clear Eyes® SKUs, rebuild Eye Care retailer and safety stock, and reaccelerate Clear Eyes® distribution; and the Company’s pursuit of M&A and ability to delever. Words such as “anticipate,” “continue,” “expect,” “enable,” “outlook,” “can,” “will,” “may,” “should,” “could,” “would,” and similar expressions identify forward-looking statements. Such forward-looking statements represent the Company’s expectations and beliefs and involve a number of known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, among others, the ability to rapidly increase the supply of Clear Eyes from Pillar5 and other suppliers; the ability of the Company’s manufacturing operations and third party manufacturers and logistics providers and suppliers to meet demand for its other products and to avoid inflationary cost increases and supply disruption; the impact of economic and business conditions; consumer trends; competitive pressures; the impact of the Company’s advertising and promotional and new product development initiatives; customer inventory management initiatives; the ability to pass along rising costs to customers without impacting sales; fluctuating foreign exchange rates; evolving U.S. and international tariffs; and other risks set forth in Part I, Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended March 31, 2025. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this presentation. Except to the extent required by applicable law, the Company undertakes no obligation to update any forward-looking statement contained in this presentation, whether as a result of new information, future events, or otherwise. All adjusted GAAP numbers presented are footnoted and reconciled to their closest GAAP measurement in the attached reconciliation schedule and in our February 5, 2026 earnings release in the “About Non-GAAP Financial Measures” section.
T H I R D Q U A R T E R F Y 2 6 R E S U L T S Agenda for Today’s Discussion I. Performance Update II. Financial Overview III. FY 26 Outlook 3
T H I R D Q U A R T E R F Y 2 6 R E S U L T S I. Performance Update
T H I R D Q U A R T E R F Y 2 6 R E S U L T S Q3 FY 26 Performance Update ◼ Quarterly Revenue of $283.4 million, better than forecast ◼ Clear Eyes® supply improved sequentially for the second quarter in a row ◼ Benefits of broad distribution helped offset volatile consumer environment ◼ Gross Margin of 55.5%, as expected and flat to prior year ◼ Adjusted Diluted EPS(2) of $1.14 vs. $1.22 prior year, as expected ◼ Strong Free Cash Flow(2) year to date of $209 million, up 13% vs. prior year ◼ Low leverage of 2.6x(3) continues to enable capital allocation optionality ◼ Opportunistic share repurchases in Q3 of approximately $46 million ◼ Closed Pillar5 acquisition in December, as expected Q3 FY 26 Sales Drivers Disciplined Capital Allocation Superior Earnings and FCF 5
T H I R D Q U A R T E R F Y 2 6 R E S U L T S 6 Continued Line of Sight Into Eye Care Recovery Eye Care Strategic Actions Executed Strategic Priorities for Calendar 2026 Added two additional 3rd party suppliers in Q1 and Q3, respectively, providing substantial supply Closed strategic acquisition of eye care partner Pillar5 on December 18th Majority of Clear Eyes® supply sourced internally moving forward, enabling improved line of sight Well Positioned to Drive Further Sequential Eye Care Supply Gains Moving Forward ◼ Invest to accelerate Pillar5 production capacity, particularly on new high-speed line ◼ Re-expand SKU assortment ◼ Gradually rebuild retailer & PBH safety stocks ◼ Reaccelerate distribution through supply confidence and robust marketing
T H I R D Q U A R T E R F Y 2 6 R E S U L T S II. Financial Overview
T H I R D Q U A R T E R F Y 2 6 R E S U L T S $283.4 $90.9 $1.14 $290.3 $98.5 $1.22 Revenue Adjusted EBITDA Adj. Diluted EPS Q3 FY 26 Performance Highlights Q3 FY 26 Q3 FY 25 Dollar values in millions, except per share data. (2.4%) (7.7%) (6.6%) Revenue of $283.4 million, down 2.2% vs. prior year excluding foreign currency(1) Adjusted Diluted EPS(2) of $1.14 down 6.6% vs. prior year Adjusted EBITDA(2) of $90.9 million vs. $98.5 million prior year 8 (2) (2)
T H I R D Q U A R T E R F Y 2 6 R E S U L T S Q3 FY 26 Q3 FY 25 % Chg YTD FY 26 YTD FY 25 % Chg Total Revenue 283.4$ 290.3$ (2.4%) 807.1$ 841.2$ (4.1%) Gross Profit 157.4 161.0 (2.3%) 449.3 464.5 (3.3%) % Margin 55.5% 55.5% 55.7% 55.2% A&M 40.1 37.9 5.6% 113.7 118.7 (4.2%) % Total Revenue 14.1% 13.1% 14.1% 14.1% Adj. G&A (2) 29.2 26.2 11.5% 85.7 81.2 5.6% % Total Revenue 10.3% 9.0% 10.6% 9.6% D&A (ex. COGS D&A) 5.1 5.0 3.8% 15.5 16.2 (4.5%) Operating Income 83.0$ 92.0$ (9.8%) 234.4$ 248.3$ (5.6%) % Margin 29.3% 31.7% 29.0% 29.5% Adj. Earnings Per Share (2) 1.14$ 1.22$ (6.6%) 3.16$ 3.20$ (1.3%) Adj. EBITDA (2) 90.9$ 98.5$ (7.7%) 257.4$ 270.0$ (4.7%) % Margin 32.1% 33.9% 31.9% 32.1% 3 Months Ended YTD Comments FY 26 Third Quarter and YTD Consolidated Financial Summary ◼ Organic Revenue(1) down 3.9% vs. prior year – Sales declines due to eye care supply constraints – Strong sales growth in eCommerce – International segment increased 4% excluding eye care supply constraints* and foreign currency ◼ Gross Margin of 55.7%, as expected ◼ A&M of 14.1% of Revenue ◼ Adjusted G&A of 10.6% of Revenue ◼ Adjusted Diluted EPS(2) down vs. prior year due to lower sales and expense timing Dollar values in millions, except per share data; 9 9 Months Ended * Excluding International OTC Eye & Ear category sales
T H I R D Q U A R T E R F Y 2 6 R E S U L T S Free Cash Flow(2) Comments ◼ Total YTD Free Cash Flow(2) of $208.8 million up 13% vs. prior year – Full-year free cash flow outlook(5) of $245 million or more unchanged – Strong business attributes continue to drive Free Cash Flow ◼ Net Debt at December 31 of $1.0 billion(2); leverage ratio(3) of 2.6x at end of Q3 ◼ Closed Pillar5 acquisition in December, as expected ◼ Repurchased ~ 2.3 million shares YTD for ~ $155 million, $46 million of which was in Q3 Industry Leading Free Cash Flow Trends Dollar values in millions 10 $75.3 $208.8 $63.5 $184.9 Free Cash Flow Free Cash Flow Q3 FY 26 Q3 FY 25 YTD FY 26 YTD FY 25
T H I R D Q U A R T E R F Y 2 6 R E S U L T S Disciplined Capital Allocation at Work 11 $35 $75 $46 $155 6% 8% 8% 7% Q1 Q2 Q3 YTD Shares Repurchased FCF Yield LTM Peer Avg. FCF Yield Invest in Current Brands to Drive Organic Growth Pursue M&A That is Attractive to Shareholders Ample Capacity to Pursue Brands & Portfolios of Scale Strategic Share Repurchases Balanced Share Repurchases Against Other Priorities Further Net Deleveraging to Enhance Optionality Near-term Cash Build to Enhance Future Capital Flexibility 1 2 3 4 ~5% of Shares Outstanding Repurchased FYTD Dollar values in millions; YTD figure does not add due to rounding Note: FCF defined as CFO less CapEx; Peer group includes CHD, CL, PG, HLN, UL, EPC, CLX, PRGO, RKT, KVUE
T H I R D Q U A R T E R F Y 2 6 R E S U L T S III. FY 26 Outlook
T H I R D Q U A R T E R F Y 2 6 R E S U L T S Updated FY 26 Outlook ◼ Benefitting from well-diversified portfolio and brand-building playbook ◼ Revenues of approximately $1,100 — Expected organic revenue down approximately 3.0% — Anticipate improvement in Clear Eyes® shipments sequentially in Q4 ◼ Adjusted Diluted EPS(4) of approximately $4.54 ◼ Anticipate earnings growth to reaccelerate as revenue improves ◼ Free Cash Flow(5) of $245 million or more unchanged ◼ Capital allocation decisions focused on maximizing shareholder value Top Line Trends Free Cash Flow & Allocation EPS 13
T H I R D Q U A R T E R F Y 2 6 R E S U L T S Q&A
T H I R D Q U A R T E R F Y 2 6 R E S U L T S Appendix (1) Organic Revenue is a Non-GAAP financial measure and is reconciled to the most closely related GAAP financial measures in the attached Reconciliation Schedules and / or our earnings release dated February 5, 2026 in the “About Non-GAAP Financial Measures” section. (2) EBITDA & EBITDA Margin, Adjusted EBITDA and Adjusted EBITDA Margin, Adjusted Diluted EPS, Adjusted G&A, Free Cash Flow, and Net Debt are Non-GAAP financial measures and are reconciled to their most closely related GAAP financial measures in the attached Reconciliation Schedules and / or in our earnings release dated February 5, 2026 in the “About Non GAAP Financial Measures” section. (3) Leverage ratio reflects covenant defined Net Debt / EBITDA. (4) Adjusted Diluted EPS for FY 26 is a projected Non-GAAP financial measure, is reconciled to projected GAAP Diluted EPS in the attached Reconciliation Schedules and/or in our earnings release dated February 5, 2026 in the “About Non-GAAP Financial Measures” section and is calculated based on projected GAAP Diluted EPS adjusted for certain discrete tax items. The Company anticipates certain additional non-GAAP expense adjustments related to the acquisition of Pillar5, such as integration and transition expenses, but does not provide a reconciliation of this measure to the closest GAAP measure because it cannot quantify these amounts without unreasonable effort due to the unknown magnitude and probable significance of the unavailable information. (5) Free Cash Flow for FY 26 is a projected Non-GAAP financial measure, is reconciled to projected GAAP Net Cash Provided by Operating Activities in the attached Reconciliation Schedules and / or in our earnings release dated February 5, 2026 in the “About Non-GAAP Financial Measures” section and is calculated based on projected Net Cash Provided by Operating Activities less projected capital expenditures. 15
T H I R D Q U A R T E R F Y 2 6 R E S U L T S 16 Reconciliation Schedules Organic Revenue Change Three Months Ended December 31, Nine Months Ended December 31, 2025 2024 2025 2024 (In Thousands) GAAP Total Revenues 283,444$ 290,317$ 807,088$ 841,244$ Revenue Change (2.4%) (4.1%) Adjustments: Impact of foreign currency exchange rates - (534) - (1,574) Total adjustments -$ (534)$ -$ (1,574)$ Non-GAAP Organic Revenues 283,444$ 289,783$ 807,088$ 839,670$ Non-GAAP Organic Revenue Change (2.2%) (3.9%)
T H I R D Q U A R T E R F Y 2 6 R E S U L T S 17 Reconciliation Schedules (continued) EBITDA and EBITDA Margin Three Months Ended December 31, Nine Months Ended December 31, 2025 2024 2025 2024 (In Thousands) GAAP Net Income 46,696$ 61,032$ 136,373$ 164,477$ Interest expense, net 10,672 11,455 30,911 36,873 Provision for income taxes 15,118 19,122 56,351 45,753 Depreciation and amortization 7,592 6,868 22,921 22,921 Non-GAAP EBITDA 80,078$ 98,477$ 246,556$ 270,024$ Non-GAAP EBITDA Margin 28.3% 33.9% 30.5% 32.1% Adjustments: Acquisition Costs in G&A (a) 472 - 472 - Supplier Loan Write-off 10,332 - 10,332 - Total adjustments 10,804 - 10,804 - Non-GAAP Adjusted EBITDA 90,882$ 98,477$ 257,360$ 270,024$ Non-GAAP Adjusted EBITDA Margin 32.1% 33.9% 31.9% 32.1% (a) Costs related to the consummation of the acquisition process such as legal and other acquisition-related professional fees. Three Months Ended December 31, Nine Months Ended December 31, 2025 2024 2025 2024 (In thousands) GAAP General and Administrative Expense 29,674$ 26,182$ 86,167$ 81,159$ GAAP General and Administrative Expense as a Percentage of GAAP Total Revenue 10.5% 9.0% 10.7% 9.6% Adjustments: Costs associated with acquisition (a) 472 — 472 — Total adjustments 472 — 472 — Non-GAAP Adjusted General and Administrative Expense 29,202$ 26,182$ 85,695$ 81,159$ Non-GAAP Adjusted General and Administrative Expense Percentage as a Percentage of GAAP Total Revenues 10.3% 9.0% 10.6% 9.6% General & Administrative
T H I R D Q U A R T E R F Y 2 6 R E S U L T S 18 Reconciliation Schedules (continued) Adjusted Diluted EPS (a) Costs related to the consummation of the acquisition process such as legal and other acquisition-related professional fees. (b) The income tax adjustments are determined using applicable rates in the taxing jurisdictions in which the above adjustments relate and includes both current and deferred income tax expense (benefit) based on the specific nature of the specific Non- GAAP performance measure. (c) Income tax adjustment to adjust for discrete income tax items. Three Months Ended December 31, Nine Months Ended December 31, 2025 2024 2025 2024 Net Income Adjusted EPS Net Income Adjusted EPS Net Income Adjusted EPS Net Income Adjusted EPS (In Thousands, except per share data) GAAP Net Income and Diluted EPS 46,696$ 0.97$ 61,032$ 1.22$ 136,373$ 2.78$ 164,477$ 3.28$ Adjustments: Supplier Loan Write-off 10,332 0.21 - - 10,332 0.21 - - Costs associated with Acquisition in General and Administrative Expense (a) 472 0.01 - - 472 0.01 - - Tax Impact of adjustments (b) (2,642) (0.05) - - (2,642) (0.05) - - Normalized tax rate adjustment (c) - - - - 10,261 0.21 (4,030) (0.08) Total Adjustments 8,162 0.17 - - 18,423 0.38 (4,030) (0.08) Non-GAAP Adjusted Net Income and Adjusted Diluted EPS 54,858$ 1.14$ 61,032$ 1.22$ 154,796$ 3.16$ 160,447$ 3.20$ Projected Adjusted Diluted EPS Projected FY'26 GAAP Diluted EPS 4.16$ Adjustments: Supplier Loan Write-off 0.21 Costs associated with Acquisition in General and Administrative Expense (a) 0.01 Tax Impact of adjustments (b) (0.05) Normalized tax rate adjustment (c) 0.21 Projected FY'26 Non-GAAP Adjusted Diluted EPS 4.54$
T H I R D Q U A R T E R F Y 2 6 R E S U L T S Projected Free Cash Flow 19 Reconciliation Schedules (continued) (in millions) Projected FY'26 GAAP Net cash provided by operating activities 255$ Additions to property and equipment for cash (10) Projected FY'26 Non-GAAP Free Cash Flow 245$ Free Cash Flow Three Months Ended December 31, Nine Months Ended December 31, 2025 2024 2025 2024 (In Thousands) GAAP Net Income 46,696$ 61,032$ 136,373$ 164,477$ Adjustments: Adjustments to reconcile net income to net cash provided by operating activities as shown in the Statement of Cash Flows 26,656 14,973 75,544 45,344 Changes in operating assets and liabilities as shown in the Statement of Cash Flows 4,935 (10,914) 2,869 (20,154) Total adjustments 31,591 4,059 78,413 25,190 GAAP Net cash provided by operating activities 78,287 65,091 214,786 189,667 Purchases of property and equipment (3,028) (1,566) (5,968) (4,745) Non-GAAP Free Cash Flow 75,259$ 63,525$ 208,818$ 184,922$
P C H C O N F I D E N T I A L A N D P R O P R I E T A R Y I N F O R M A T I O N