Edgewell (NYSE: EPC) sells Feminine Care business to Essity in $340M deal

Rhea-AI Filing Summary

Edgewell Personal Care Company has completed the sale of its Feminine Care segment, including the Playtex, Stayfree, Carefree and o.b. brands, to Essity for $340 million in cash, subject to customary post‑closing adjustments. Edgewell plans to use the net proceeds, after taxes and transaction costs, primarily to strengthen its balance sheet by repaying its U.S. revolving credit facility and to continue investing in its core shave, sun and skin care, and grooming businesses.

At closing, Edgewell repaid $140 million outstanding on its revolving credit facility in the pro forma balance sheet, reducing long‑term debt. The company entered into a Transition Services Agreement to provide support services for at least one year, with options for Essity to extend certain services by three to six months. The Feminine Care business is treated as a discontinued operation, and Edgewell has provided unaudited pro forma financial information. On this basis, for the year ended September 30, 2025, net sales from continuing operations were $1,962.0 million and net earnings from continuing operations were $72.0 million, or $1.51 per diluted share, compared with historical continuing net earnings of $25.4 million, or $0.53 per diluted share.

Positive

• $340 million cash proceeds from the sale of the Feminine Care business provide substantial liquidity to Edgewell.
• Debt reduction: Pro forma repayment of $140.0 million on the revolving credit facility lowers interest expense by $9.9 million for fiscal 2025.
• Improved earnings profile: Pro forma net earnings from continuing operations rise to $72.0 million, or $1.51 per diluted share, for fiscal 2025 versus historical $0.53 per diluted share.
• Strategic focus: Divestiture allows Edgewell to concentrate resources on core shave, sun and skin care, and grooming brands.

Negative

• Estimated disposal loss: The transaction is associated with an estimated loss on disposal and goodwill impairment, net of tax, of $42.1 million as of the pro forma balance sheet date.
• Reduced revenue base: Pro forma fiscal 2025 net sales from continuing operations decline to $1,962.0 million from historical $2,223.5 million after removing the Feminine Care segment.

Insights

Equity strategist

Edgewell monetizes Feminine Care for cash, cuts debt and refocuses its portfolio.

Edgewell has closed the sale of its Feminine Care segment to Essity for $340 million in cash. Pro forma figures show the remaining shave, sun and skin care, and grooming businesses generating net sales of $1,962.0 million and net earnings from continuing operations of $72.0 million for the year ended September 30, 2025.

A key feature is deleveraging. The company assumes full repayment of $140.0 million outstanding on its revolving credit facility using transaction proceeds, lowering interest expense by $9.9 million in the pro forma 2025 statement of earnings. This helps improve pro forma diluted EPS from continuing operations to $1.51, versus historical $0.53.

The filing also details a Transition Services Agreement expected to generate an estimated $25.0 million of other income in the 2025 pro forma period, and notes an estimated loss on disposal and goodwill impairment, net of tax, of $42.1 million recorded within discontinued operations. Future filings, including the Form 10-Q for the quarter ended December 31, 2025, are expected to present the Feminine Care business as discontinued operations and update final disposal accounting.

0001096752FALSE00010967522026-02-022026-02-02

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 2, 2026

EDGEWELL PERSONAL CARE COMPANY

(Exact name of registrant as specified in its charter)

Missouri			1-15401			43-1863181
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

6 Research Drive, Shelton, Connecticut 06484

(Address of principal executive offices)

203-944-5500

(Registrant's telephone number, including area 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

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 2.01. Completion of Acquisition or Disposition of Assets.

On February 2, 2026 (the “Closing Date”), Edgewell Personal Care Company, a Missouri corporation (the “Company”), completed the previously announced sale of its Feminine Care segment (the “Business”), including specified assets and liabilities related to the Business, to Essity Aktiebolag (publ), a listed public limited company incorporated under the Laws of the Kingdom of Sweden (“Buyer”) pursuant to the Asset Purchase Agreement, dated as of November 12, 2025 (the “Purchase Agreement”), by and between the Company and Buyer as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2025 (the “Prior 8-K”). At closing of the transactions contemplated by the Purchase Agreement (the “Closing”), the Company received from Buyer approximately $340 million in cash in exchange for the sale of the Business, which is subject to post-closing customary adjustments for inventory, indebtedness and other items, pursuant to the terms of the Purchase Agreement. Further, in connection with the Closing, the Company and Buyer entered into a customary transition services agreement for the provision of certain services to support the transition of the Business following the Closing, in each case subject to the terms and conditions set forth therein.

The foregoing description of the Purchase Agreement and the sale of the Business does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Prior 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 2, 2026, the Company issued a press release announcing the Closing. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 of Form 8-K and 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. Such information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, unless expressly incorporated by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

Attached hereto as Exhibit 99.2 are the following unaudited pro forma condensed consolidated financial information: unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 and unaudited pro forma consolidated statements of earnings for the fiscal years ended September 30, 2025, 2024 and 2023, which reflect the sale of the Business.

(d) Exhibits.

Exhibit No.			Description
2.1*†			Asset Purchase Agreement, dated as of November 12, 2025, by and between Edgewell Personal Care Company and Essity Aktiebolag (publ) (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, dated November 13, 2025).
99.1			Press Release, dated February 2, 2026
99.2			Unaudited Pro Forma Condensed Consolidated Financial Information of Edgewell Personal Care Company.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Copies of schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission or its staff.

† Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

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.

						By:			/s/ Francesca Weissman
									Francesca Weissman
									Chief Financial Officer
									(principal financial officer)
Date:			February 6, 2026

Exhibit 99.1

Edgewell Personal Care Completes the Sale of its Feminine Care Business to Essity for $340M

SHELTON, Conn. – February 2, 2026 – Edgewell Personal Care Company (NYSE: EPC) today announced that it has completed the sale of its feminine care business to Essity, a leading global health and hygiene company based in Sweden, for $340 million. Edgewell intends to use the net proceeds from the sale, after taxes and transaction costs, primarily to strengthen its balance sheet and pay down the balance of U.S. revolving credit facility while continuing to invest in the long-term growth of its core businesses.

“Completing the sale of our Feminine Care business is a pivotal step in Edgewell’s transformation. By simplifying our portfolio and focusing our resources on shave, sun and skin care, and grooming, we are positioning Edgewell to be a more focused, agile and durable personal care company,” said Edgewell President and CEO Rod Little. “The proceeds from this transaction will strengthen our balance sheet, support debt reduction and reinvestment behind our core brands and innovation pipeline, as we look to drive sustainable growth and long‑term value for shareholders, while our Feminine Care colleagues gain new opportunities as part of Essity, a global leader in health and hygiene.”

Edgewell expects to work closely with Essity to ensure a smooth transition for employees, customers, and consumers of the Feminine Care business. The Company and Essity entered into a Transition Services Agreement to provide certain support services in the areas of accounting, information technology, quality assurance, operations and supply chain, and sales for a period of at least one year from the closing of the transaction.

The Company will provide unaudited condensed consolidated financial information prepared in accordance with Article 11 of Regulation S-X to reflect the sale of the Feminine Care business as a discontinued operation. This pro forma condensed consolidated financial information is expected to be made available to investors in a Current Report on Form 8-K on or before February 6, 2026, while additional supplemental financial information will be provided during the Company’s First Quarter Fiscal 2026 earnings call on February 9, 2026.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding our anticipated uses of net proceeds from the transaction, anticipated benefits of the transaction to us and our stakeholders, and our strategy, future financial results, and competitive position. These statements are neither

promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, our ability to compete in products and prices, as well as costs, in an intensely competitive industry; the loss of any of our principal customers or changes in the policies of our principal customers; our inability to design and execute a successful omnichannel strategy; our ability to attract, retain and develop key personnel; fluctuations in the price and supply of raw materials and costs of labor, warehousing and transportation; as well as the other factors described in our Annual Report on Form 10-K for the year ended September 30, 2025, and as may be updated in the Company’s other filings with the Securities and Exchange Commission. These factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change.

About Edgewell Personal Care

Edgewell is a leading pure-play consumer products company with an attractive, diversified portfolio of established brand names such as Schick®, Wilkinson Sword® and Billie® men's and women's shaving systems and disposable razors; Edge and Skintimate® shave preparations; Banana Boat®, Hawaiian Tropic®, Bulldog®, Jack Black®, and CREMO® sun and skin care products; and Wet Ones® products. The Company has a broad global footprint and operates in more than 50 markets, including the U.S., Canada, Mexico, Germany, Japan, the U.K. and Australia, with approximately 6,700 employees worldwide.

Company Contact

Chris Gough

Vice President, Investor Relations

    203-944-5706

Exhibit 99.2

Edgewell Personal Care Company

Unaudited Pro Forma Condensed Consolidated Financial Information

Introduction

On November 12, 2025 (the “Signing Date”), Edgewell Personal Care Company, a Missouri corporation (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Essity Aktiebolag (publ), a listed public limited company incorporated under the Laws of the Kingdom of Sweden (“Buyer”), pursuant to which the Company has agreed to sell to Buyer (or its designated affiliates) certain assets, and Buyer has agreed to assume certain liabilities, comprising the Feminine Care segment (the “Business”) of the Company (such transaction, the “Transaction”), on the terms and subject to the conditions set forth in the Purchase Agreement. The Business includes Playtex®, Stayfree®, Carefree® and o.b.®. The aggregate consideration payable by Buyer to the Company in connection with the Transaction is $340 million in cash, subject to customary adjustments for inventory, indebtedness and other items. On February 2, 2026 (the "Closing Date"), the Transaction was completed pursuant to the terms of the Purchase Agreement.

In addition to the Purchase Agreement, on February 2, 2026, in connection with the closing of the Transaction, the Company and the Buyer entered into a Transition Services Agreement (the "Transition Services Agreement") to provide certain support services in the areas of accounting, information technology, quality assurance, operations and supply chain, and sales for a period of at least one (1) year from the closing of the Transaction. The Transition Services Agreement includes options for the Buyer to extend the Transition Services Agreement for certain services by between three to six months.

The sale of the Business is considered a significant disposition for purposes of Item 2.01 of Form 8-K. As a result, the Company prepared the Unaudited Pro Forma Condensed Consolidated Financial Information in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, of the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC").

Basis of Unaudited Pro Forma Information

The accompanying Unaudited Pro Forma Condensed Consolidated Statements of Earnings for the years ended September 30, 2025, 2024, and 2023 give effect to this divestiture as if it had occurred on October 1, 2022. The following Unaudited Pro Forma Consolidated Balance Sheet gives effect to the divestiture as if it had occurred on September 30, 2025, the date of the Company’s most recently filed balance sheet. The Unaudited Pro Forma Condensed Consolidated Financial Information has been derived from the Company’s historical consolidated financial statements and give effect to the Transaction. The Unaudited Pro Forma Condensed Consolidated Financial Information is presented based on assumptions, adjustments, and currently available information described in the accompanying notes and is intended for informational purposes only. The Unaudited Pro Forma Condensed Consolidated Financial Information is not necessarily indicative of what the Company’s results of operations or financial condition would have been had the Transaction been completed on the dates assumed. In addition, it is not necessarily indicative of the Company’s future results of operations or financial condition.

The Unaudited Pro Forma Condensed Consolidated Financial Information should be read in conjunction with the audited consolidated financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s Form 10-K for the year ended September 30, 2025 filed with the SEC on November 18, 2025.

Beginning in the first fiscal quarter of 2026, the Company determined the criteria for held for sale and discontinued operations were met, and the Company will present the Business as discontinued operations in its Quarterly Report on Form 10-Q for the period ended December 31, 2025.

The Transaction Accounting Adjustments to reflect the Transaction in the Unaudited Pro Forma Condensed Consolidated Financial Information include the following:

•The sale of the assets and liabilities of the Business pursuant to the Purchase Agreement required to be presented on a discontinued operations basis in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations (“ASC 205-20”). When the Business was classified as held for sale, the assets within the disposal group, including goodwill, were tested for impairment based on information available at that time. This evaluation resulted in a goodwill impairment loss of $37.4 million. The Company's current estimates on a discontinued operations basis are preliminary and could change as the Company finalizes discontinued operations accounting to be reported in the Quarterly Report on Form 10-Q for the three month period ending December 31, 2025.

•Adjustments required to record the estimated impact of the cash proceeds received in connection with the Transaction

•The assumed voluntary repayment in full of the borrowings under the Company’s revolving credit facility with a portion of the cash proceeds.

•The impact of the Transition Services Agreement between the Company and the Buyer

•Tax impacts related to the foregoing

Additionally, the Unaudited Pro Forma Condensed Consolidated Financial Information does not include any management adjustments to reflect potential synergies that may be achievable or dis-synergy costs that may occur, in connection with the Transaction.

Edgewell Personal Care Company

Unaudited Pro Forma Condensed Consolidated Balance Sheet

(in millions, except share and per share data)

						As of September 30, 2025
						Historical (as reported)						Discontinued Operations (Note 1)						Transaction Adjustments (Note 2)						Financing Adjustments (Note 2)						Pro Forma
Assets
Current Assets
Cash and cash equivalents						$	225.7					$	-					$	340.0		A			$	(140.0)		A			$	425.7
Trade receivables, net						137.8												-						-						137.8
Inventories						484.7						(50.9)						-						-						433.8
Other current assets						147.3						(8.7)						-						-						138.6
Total current assets						995.5						(59.6)						340.0						(140.0)						1135.9
Property, plant and equipment, net						369.3						(74.3)						-						-						295.0
Goodwill						1,291.1						(154.0)						-						-						1137.1
Other intangible assets, net						921.3						(93.1)						-						-						828.2
Other assets						179.1						(0.4)						-						-						178.7
Total assets						$	3,756.3					$	(381.4)					$	340.0					$	(140.0)					$	3,574.9
Liabilities and Stockholders' Equity
Current liabilities
Notes payable						$	29.5					$	-					$	-					-						$	29.5
Accounts payable						219.7						-						-						-						219.7
Other current liabilities						316.3						(5.2)						40.3			B, G			-						351.4
Total current liabilities						565.5						(5.2)						40.3						-						600.6
Long-term debt						1,383.3						-												(140.0)			A			1,243.3
Deferred income tax liabilities						118.8						-						(34.4)			F			-						84.4
Other liabilities						135.6						-						-						-						135.6
Total liabilities						2,203.2						(5.2)						5.9						(140.0)						2,063.9
Shareholders' equity
Preferred shares, $0.01 par value 10,000,000 authorized; none issued or outstanding						-						-						-						-						-
Common stock, $0.01 par value, 300,000,000 authorized; 65,251,989 issued; 46,464,244 outstanding						0.7						-						-						-						0.7
Additional paid-in capital						1,578.8						-						-						-						1,578.8
Retained earnings						1,086.7						(376.2)						334.1			H			-						1,044.6
Common stock in treasury at cost,         8,787,745						(1,003.3)						-						-						-						(1,003.3)
Accumulated other comprehensive loss						(109.8)						-						-						-						(109.8)
Total shareholders’ equity						1,553.1						(376.2)						334.1						-						1,511.0
Total liabilities and shareholders’ equity						$	3,756.3					$	(381.4)					$	340.0					$	(140.0)					$	3,574.9

The accompanying notes form an integral part of the Unaudited Pro Forma Condensed Consolidated Financial Information.

Edgewell Personal Care Company

Unaudited Pro Forma Condensed Consolidated Statement of Earnings

(in millions)

						For the year ended September 30, 2025
						Historical (as reported)						Discontinued Operations (Note 1)						Transaction Adjustments (Note 2)						Financing Adjustments (Note 2)						Pro Forma
Net sales						$	2,223.5					$	(261.5)					$	-					$	-					$	1,962.0
Cost of products sold						1,298.6						(184.4)						-						-						1,114.2
Gross profit						924.9						(77.1)						-						-						847.8
Selling, general and administrative expense						425.0						(16.4)						-						-						408.6
Advertising and sales promotion expense						246.7						(18.7)						-						-						228.0
Research and development expense						57.6						(2.1)						-						-						55.5
Restructuring charges						47.9						(2.4)						-						-						45.5
Impairment charges						51.1						(51.1)						-						-						-
Operating income						96.6						13.6						-						-						110.2
Interest expense associated with debt						73.2						-												(9.9)			C			63.3
Other (income) expense, net						(0.2)						-						(25.0)			D			-						(25.2)
Earnings from continuing operations before income taxes						23.6						13.6						25.0						9.9						72.1
Income tax (benefit) provision						(1.8)						(5.4)						5.2			E			2.1			E			0.1
Net earnings from continuing operations						$	25.4					$	19.0					$	19.8					$	7.8					$	72.0
Earnings per share from continuing operations:
Basic						$	0.53																							$	1.51
Diluted						$	0.53																							$	1.51
Weighted-average shares outstanding:
Basic						47.5																								47.5
Diluted						47.6																								47.6

The accompanying notes form an integral part of the Unaudited Pro Forma Condensed Consolidated Financial Information.

Edgewell Personal Care Company

Unaudited Pro Forma Condensed Consolidated Statement of Earnings

(in millions)

						For the year ended September 30, 2024
						Historical (as reported)						Discontinued Operations (Note 1)						Transaction Adjustments (Note 2)						Pro Forma
Net sales						$	2,253.7					$	(283.6)					$	-					$	1,970.1
Cost of products sold						1,298.0						(181.9)						-						1,116.1
Gross profit						955.7						(101.7)						-						854.0
Selling, general and administrative expense						430.1						(11.7)						-						418.4
Advertising and sales promotion expense						232.0						(20.7)						-						211.3
Research and development expense						58.4						(2.0)						-						56.4
Restructuring charges						35.9						(1.2)						-						34.7
Impairment charges						-						-						-						-
Operating income						199.3						(66.1)						-						133.2
Interest expense associated with debt						76.5						-						-						76.5
Other (income) expense, net						1.9						-						-						1.9
Earnings before income taxes from continuing operations						120.9						(66.1)						-						54.8
Income tax (benefit) provision						22.3						(15.9)						-						6.4
Net earnings from continuing operations						$	98.6					$	(50.2)					$	-					$	48.4
Earnings per share from continuing operations:
Basic						$	1.98																	$	0.97
Diluted						$	1.97																	$	0.97
Weighted-average shares outstanding:
Basic						49.7																		49.7
Diluted						50.1																		50.1

The accompanying notes form an integral part of these Unaudited Pro Forma Condensed Consolidated Financial Information.

Edgewell Personal Care Company

Unaudited Pro Forma Condensed Consolidated Statement of Earnings

(in millions)

						For the year ended September 30, 2023
						Historical (as reported)						Discontinued Operations (Note 1)						Transaction Adjustments (Note 2)						Pro Forma
Net sales						$	2,251.6					$	(315.4)					$	-					$	1,936.2
Cost of products sold						1,310.8						(198.6)						-						1,112.2
Gross profit						940.8						(116.8)						-						824.0
Selling, general and administrative expense						409.6						(12.0)						-						397.6
Advertising and sales promotion expense						229.1						(20.4)						-						208.7
Research and development expense						58.5						(2.0)						-						56.5
Restructuring charges						16.6						(1.1)						-						15.5
Impairment charges						-						-						-						-
Operating income						227.0						(81.3)						-						145.7
Interest expense associated with debt						78.5						-						-						78.5
Other (income) expense, net						0.8						-						-						0.8
Earnings before income taxes from continuing operations						147.7						(81.3)						-						66.4
Income tax (benefit) provision						33.0						(19.5)						-						13.5
Net earnings from continuing operations						$	114.7					$	(61.8)					$	-					$	52.9
Earnings per share:
Basic						$	2.24																	$	1.03
Diluted						$	2.21																	$	1.02
Weighted-average shares outstanding:
Basic						51.2																		51.2
Diluted						51.8																		51.8

The accompanying notes form an integral part of these Unaudited Pro Forma Condensed Consolidated Financial Information.

Edgewell Personal Care Company

Notes to Unaudited Pro Forma Condensed Consolidated Financial Information

Note 1: Feminine Care Discontinued Operations

Discontinued Operations in the Unaudited Pro Forma Condensed Consolidated Financial Information reflects associated assets, liabilities, and stockholders’ equity and results of operations attributable to the Feminine Care business which were included in the Company’s historical consolidated financial statements in accordance with ASC 205-20. The Feminine Care business includes Playtex®, Stayfree®, Carefree® and o.b.®. Included within the results of Feminine Care discontinued operations are the direct operating expenses incurred by the business, including a goodwill impairment recognized in the historical financial statements for the year ended September 30, 2025 of $51.1 million related to the Feminine Care reporting unit. The amounts exclude the following:

i)Indirect expenses, such as corporate overhead costs historically allocated to the Feminine Care business that do not meet the requirements to be presented in discontinued operations. Such allocations included labor and non-labor costs related to the Company’s corporate support functions (e.g., administration, human resources, finance, accounting, tax, information technology, corporate development, legal, among others) that historically provided support to the Feminine Care business.

ii)The impact of intercompany activity that was eliminated in consolidation.

When the business was classified a held for sale in November 2025, the assets within the disposal group, including goodwill, were tested for impairment based on information available at that time. This evaluation resulted in an expected incremental goodwill impairment loss of $37.4 million. For purposes of the Unaudited Pro Forma Condensed Balance Sheet, the estimated loss on disposal is then calculated as the difference between the consideration received for the Transaction and the net assets of the Feminine Care business as of September 30, 2025 after impairment that were disposed of, transaction costs, and income tax benefit. Since the Unaudited Pro Forma Condensed Consolidated Statements of Earnings only include continuing operations, the estimated loss on disposal is not included in any period presented. The actual loss on disposal will be based on the balance sheet information as of the closing of the Transaction and may differ materially.

See the following for summary of the estimated pro forma loss on disposal and pre-tax goodwill impairment expense of $37.4 million as of the September 30, 2025 Unaudited Pro Forma Condensed Consolidated Balance Sheet above:

Description			Amount
Cash purchase price (Note 2 - A)			$	340.0
Transaction costs (Note 2 - B)			(17.1)
Net assets disposed of at September 30, 2025			(376.2)
Estimated income tax benefit (statutory rate of 21%)			11.2
Estimated loss on disposal and goodwill impairment, net of tax			$	(42.1)

Note 2: Transaction Accounting Adjustments and Financing Adjustments

A)Reflects the estimated net cash proceeds from the sale of the Feminine Care business of $340.0 million. These cash proceeds will be used to pay down open balances on the Company’s revolving credit facility with the remainder used for continued investment in the Company’s core brands, capital expenditures and other growth initiatives. As of September 30, 2025, the amount outstanding on the revolving credit facility was $140.0 million which has been assumed to be repaid using the cash proceeds from the Transaction.

B)Reflects the accrual for an estimated $17.1 million of non-recurring transaction costs expected to be incurred after September 30, 2025 to complete the sale of the Feminine Care business, primarily related to investment bank fees, third-party advisor fees, legal and professional fees and other costs directly related to the sale. These additional non-recurring costs have not been reflected in the Unaudited Pro Forma Condensed Consolidated Statements of Earnings as it only presents continuing operations and they will be reflected in Income (loss) from discontinued operations in the Company’s consolidated financial statements in the period such transaction costs are incurred.

C)Reflects the reduction to interest expense resulting from the repayment of the Company's revolving credit facility using estimated cash proceeds received in connection with the Transaction assuming the repayment of the revolving credit facility occurred on

October 1, 2024. The interest expense reduction is based on the historical interest expense associated with the borrowings to be repaid.

D)In connection with the Transaction, the Company entered into a Transition Services Agreement (the “TSA”) under which it will provide certain support services, including accounting, information technology, quality assurance, operations and supply chain, and sales, for an initial 12-month period following the Transaction’s closing. The Buyer has the option to extend certain services for up to an additional six months, for a total term of up to 18 months. A portion of the related fees is variable and dependent on the Company’s actual costs incurred. Accordingly, because the fees to be earned are subject to variability, the estimate of $25.0 million included in other income/expense, net in the Unaudited Pro Forma Condensed Consolidated Statement of Earnings for the year ended September 30, 2025 is based on assumptions and currently available information and may differ from actual results and the Company’s future results of operations.

E)Reflects the estimated income tax impact of the transaction accounting adjustments. The adjustment was calculated by applying the United States federal statutory income tax rate of 21%, resulting in an adjustment of income tax expense of $7.3 million in the Unaudited Pro Forma Condensed Consolidated Statement of Earnings for the year ended September 30, 2025.

F)The decrease in deferred tax liabilities of $34.4 million reflects the removal of the deferred tax liabilities related to the assets and liabilities that are included as part of discontinued operations.

G)The increase in other current liabilities is related to the income taxes payable related to the removal of deferred tax liabilities described in F); net of the estimated income tax benefit on the sale of the Business as calculated in the estimated pro forma loss table in Note 1 - Feminine Care Discontinued Operations. We have not included an adjustment for any additional incomes taxes payable associated with the closing of the sale which we estimate to be approximately $20 million.

H)Reflects the impact on total stockholders’ equity of the adjustments described in notes (A), (B) and (G) above.

FAQ

What transaction did Edgewell Personal Care (EPC) complete with Essity?

Edgewell completed the sale of its Feminine Care business to Essity for $340 million in cash. The divested segment includes the Playtex, Stayfree, Carefree and o.b. brands, and is treated as a discontinued operation in Edgewell’s financial reporting.

How will Edgewell Personal Care (EPC) use the $340 million of sale proceeds?

Edgewell plans to use the net proceeds primarily to strengthen its balance sheet and reduce debt. Pro forma financials assume repayment of $140.0 million outstanding under the company’s U.S. revolving credit facility, with remaining funds supporting investment in core brands and growth initiatives.

How does the Feminine Care divestiture affect Edgewell’s pro forma 2025 earnings?

Pro forma 2025 net earnings from continuing operations increase to $72.0 million, or $1.51 per diluted share. This compares with historical continuing net earnings of $25.4 million, or $0.53 per diluted share, reflecting debt repayment, Transition Services Agreement income, and discontinued operations treatment.

What is the impact of the sale on Edgewell Personal Care’s revenues?

Removing Feminine Care reduces Edgewell’s reported net sales but focuses results on core categories. For the year ended September 30, 2025, pro forma net sales from continuing operations are $1,962.0 million versus historical $2,223.5 million, reflecting the segment’s removal.

Did Edgewell record any loss or impairment related to the Feminine Care sale?

Yes, Edgewell reports an estimated loss on disposal and goodwill impairment, net of tax, of $42.1 million. This estimate incorporates a $37.4 million incremental goodwill impairment, transaction costs of $17.1 million, and an estimated income tax benefit based on a 21% statutory rate.

What is the Transition Services Agreement between Edgewell and Essity?

Edgewell and Essity entered a Transition Services Agreement for at least 12 months after closing. Edgewell will provide accounting, IT, quality assurance, operations, supply chain and sales support, with options for Essity to extend certain services by three to six months.

How will Edgewell present the Feminine Care business in future financial reports?

Edgewell will present the Feminine Care segment as discontinued operations beginning in fiscal 2026. The Quarterly Report on Form 10-Q for the period ended December 31, 2025 is expected to reflect this, supported by unaudited pro forma condensed consolidated financial information prepared under Article 11 of Regulation S-X.