Aqua Capital adds ENR stake with 5,000-share open-market buy (ENR)

Rhea-AI Filing Summary

Aqua Capital, Ltd., a 10% owner of ENERGIZER HOLDINGS, INC., reported an open-market purchase of 5,000 shares of common stock on February 2, 2026. The weighted average purchase price was $22.472 per share, with individual trades ranging from $22.36 to $22.50.

After this transaction, Aqua Capital directly holds 7,005,000 shares. The filing explains that Durango Capital, several related foundations, and Alfredo Jose Diez Ramirez are indirect beneficial owners of these securities through their roles in the ownership and control structure above Aqua Capital.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Aqua Capital, Ltd.

(Last) (First) (Middle)

C/O CALEDCO CORPORATION

5757 BLUE LAGOON DRIVE, SUITE 370

(Street)

MIAMI FL 33126

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENERGIZER HOLDINGS, INC. [ ENR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/02/2026		P		5,000	A	$22.472(1)	7,005,000(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Aqua Capital, Ltd.

(Last) (First) (Middle)

C/O CALEDCO CORPORATION

5757 BLUE LAGOON DRIVE, SUITE 370

(Street)

MIAMI FL 33126

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Durango Capital, Ltd.

(Last) (First) (Middle)

C/O CALEDCO CORPORATION

5757 WATERFORD DISTRICT DRIVE, SUITE 370

(Street)

MIAMI FL 33126

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Fundacion Omerinta

(Last) (First) (Middle)

C/O CALEDCO CORPORATION

5757 WATERFORD DISTRICT DRIVE, SUITE 370

(Street)

MIAMI FL 33126

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Brinza International Corp

(Last) (First) (Middle)

C/O CALEDCO CORPORATION

5757 WATERFORD DISTRICT DRIVE, SUITE 370

(Street)

MIAMI FL 33126

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Fundacion Barniz

(Last) (First) (Middle)

C/O CALEDCO CORPORATION

5757 WATERFORD DISTRICT DRIVE, SUITE 370

(Street)

MIAMI FL 33126

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Diez Ramirez Alfredo Jose

(Last) (First) (Middle)

C/O CALEDCO CORPORATION

5757 WATERFORD DISTRICT DRIVE, SUITE 370

(Street)

MIAMI FL 33126

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $22.36 to $22.50, inclusive. The reporting person undertakes to provide to Energizer Holdings, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.

2. These shares are owned directly by Aqua Capital, Ltd., which is a wholly owned subsidiary of Durango Capital, Ltd ("Durango Capital"), which is owned 50% by The Apollo Trust (established under the laws of Bermuda) and 50% by The Minerva Trust (established under the laws of Bermuda). Fundacion Omerinta is the Protector of each of The Apollo Trust and The Minerva Trust and controls the appointment of the trustees of The Apollo Trust and The Minerva Trust. Brinza International Corp. is the founder and sole member of the Foundation Council (which acts like a board of directors) of Fundacion Omerinta, and Fundacion Barniz is the sole shareholder of Brinza International Corp. Alfredo Jose Diez Ramirez is the Founder and Protector of Fundacion Barniz and the sole director and president of Durango Capital, Ltd. Durango Capital, Fundacion Omerinta, Brinza International Corp., Fundacion Barniz and Alfredo Jose Diez Ramirez are indirect beneficial owners of the reported securities.

Remarks:

The Reporting Persons are filing this Form 4 because they may be deemed to be members of a Section 13(d) group that collectively beneficially owned more than 10% of the Issuer's outstanding common stock. The filing of this Form 4 shall not be deemed to be an admission that the Reporting Persons are members of such a group. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this Form 4 shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. See Exhibit 24.1. - Power of Attorney

	/s/ See signatures attached as Exhibit 99.1	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Aqua Capital report for ENR?

Aqua Capital reported buying 5,000 shares of Energizer Holdings common stock in the open market. The weighted average purchase price was $22.472 per share, and the trades occurred within a price range of $22.36 to $22.50.

How many ENR shares does Aqua Capital own after this Form 4?

After this transaction, Aqua Capital directly owns 7,005,000 shares of Energizer Holdings common stock. This updated holding reflects the additional 5,000 shares purchased on February 2, 2026, as disclosed in the Form 4 filing.

Were Aqua Capital’s ENR purchases made on the open market?

Yes, the filing describes the 5,000-share transaction as an open-market purchase of Energizer Holdings common stock. The reported price is a weighted average, covering multiple trades between $22.36 and $22.50 per share on the transaction date.

Who are the indirect beneficial owners of Aqua Capital’s ENR shares?

The filing states that Durango Capital, Fundacion Omerinta, Brinza International Corp., Fundacion Barniz, and Alfredo Jose Diez Ramirez are indirect beneficial owners. Their status arises from ownership stakes and control roles in the trusts and entities above Aqua Capital.

What price range did Aqua Capital pay for ENR shares?

Aqua Capital’s purchases were executed at prices ranging from $22.36 to $22.50 per Energizer Holdings share. The Form 4 reports a weighted average transaction price of $22.472 per share across these multiple trades completed on February 2, 2026.