UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
November 4, 2026
____________________________
SPECTRUM BRANDS HOLDINGS, INC.
(Exact Name of Registrant as Specified in its
Charter)
____________________________
| Delaware |
001-4219 |
74-1339132 |
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
3001 Deming Way
Middleton, Wisconsin 53562
(Address of principal executive offices)
(608) 275-3340
(Registrant’s telephone number, including
area code)
Not applicable
(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:
| ☐ | 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)) |
Securities registered pursuant
to Section 12(b) of the Exchange Act:
| Title of Each Class |
Trading Symbol |
Name of Exchange On Which Registered |
| Common Stock, $0.01 par value |
SPB |
New York Stock Exchange |
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). ☐
If an emerging growth company, indicate by checkmark 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 8.01 Other Events.
On November
4, 2026, Empower Brands Holdings Group, LLC (“Empower Brands”), the Home & Personal Care business jointly owned by Spectrum
Brands Holdings, Inc. (the “Company”) and funds managed by Oaktree Capital Management, L.P. issued a press release confirming
that it delivered to the Board of Directors of Helen of Troy Limited (“Helen of Troy”) a non-binding proposal to acquire all
of the outstanding common equity of Helen of Troy. A copy of the press release, attached hereto as Exhibit 99.1, is incorporated herein
by reference.
Forward-Looking Statements
This report
and the accompanying materials contain statements that constitute “forward-looking statements” within the meaning of the federal
securities laws. All statements other than statements regarding historical facts, including, without limitation, statements regarding
the Company’s and Empower Brands’ current expectations, estimates and projections about its industry, its business or a transaction
with Helen of Troy, are forward-looking statements. The Company and Empower Brands cautions investors that any forward-looking statements
are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed
in or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements. Among
the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following:
the risk that a transaction with Helen of Troy may not be consummated; the risk that a transaction with Helen of Troy may be less accretive
than expected, or may be dilutive, to the Company’s earnings per share, which may negatively affect the market price of the Company’s
common shares; the possibility that the Company, Empower Brands and Helen of Troy will incur significant transaction and other costs in
connection with a potential transaction, which may be in excess of those anticipated by the Company; the risk that the Company and Empower
Brands may fail to realize the benefits expected from a transaction; the risk that Empower Brands, following a transaction, may be unable
to achieve anticipated synergies or that it may take longer than expected to achieve those synergies; the risk that any announcements
relating to, or the completion of, a transaction could have adverse effects on the market price of the Company’s common shares;
the risk that the Company and Empower Brands may be unable to obtain the third-party debt financing to fund a transaction on acceptable
terms or at all; and the risk related to any unforeseen liability and future capital expenditure of the Company and Empower Brands related
to a transaction.
For additional
factors affecting the business of the Company, refer to Part I – Item 1A. Risk Factors of the Company’s Annual Report on Form
10-K for the fiscal year ended September 30, 2025 (the “2025 10-K”), and other filings with the U.S. Securities and Exchange
Commission (the “SEC”).
Important Information for Investors
and Security Holders
This report
and the accompanying materials relate to a proposal which Empower Brands has made for an acquisition of Helen of Troy. In furtherance
of this proposal and subject to future developments, the Company may file one or more proxy statements, tender offer statements or other
documents with the SEC. This document is not a substitute for any proxy statement, tender offer statement or other document the Company
may file with the SEC in connection with the proposed transaction.
Investors and
security holders of Helen of Troy are urged to read the proxy statement(s), tender offer statement and/or other documents filed with the
SEC carefully in their entirety if and when they become available, as they will contain important information about the proposed transaction.
Any definitive proxy statement(s) (if and when available) will be mailed to shareholders of Helen of Troy, as applicable. Investors and
security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC
by the Company through the website maintained by the SEC at http://www.sec.gov.
No Offer or Solicitation; Participants
in the Solicitation
This report
shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.
This report
is neither a solicitation of a proxy nor a substitute for any proxy statement or other filing that may be made with the SEC. Nonetheless,
the Company, Empower Brands and their respective directors and certain of their
respective executive officers may
be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors
and executive officers of the Company is set forth in its proxy statement for its 2026 annual meeting of stockholders (the “2026
Proxy Statement”), which was filed with the SEC on June 26, 2026 and is available here. Information
about the directors and executive officers of the Company, their ownership of the Company’s common stock, and the Company’s
transactions with related persons is set forth in the sections entitled "Directors, Executive Officers and Corporate Governance”,
“Director Compensation”, “Director Compensation Table for Fiscal 2025”, “Executive Compensation”,
“Compensation Discussion and Analysis”, “Summary Compensation Table”, “Grants of Plan-Based Awards Table
for Fiscal 2025”, “Outstanding Equity Awards at the End of Fiscal 2025”, “Option Exercises and Stock Vested During
Fiscal 2025”, “Executive-Specific Provisions Regarding Employment, Termination and Change in Control”, “Amounts
Payable upon Termination or Change in Control”, “Compensation Committee Report”, “Fiscal 2025 CEO Pay Ratio”,
“Pay Versus Performance”, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”,
“Certain Relationships and Related Transactions”, “Proposal 1 Election of Directors” and “Proposal 3 Advisory
Vote on Executive Compensation” of the 2026 Proxy Statement. Information about the directors and executive officers of the Company,
their ownership of the Company’s common stock and the Company’s transactions with related persons is also set forth in Part
III of Amendment No. 1 to the 2025 10-K, which was filed with the SEC on January 23, 2026, and is available here.
To the extent holdings of the Company’s common stock by the directors and executive officers of the Company have changed from the
amounts reflected in the 2026 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form
4 filed with the SEC. Free copies of these documents may be obtained as described above.
Any information
concerning Helen of Troy contained in this document has been taken from, or based upon, publicly available information. Although the Company
and Empower Brands do not have any information that would indicate that any information contained in this document that has been taken
from such documents is inaccurate or incomplete, neither the Company nor Empower Brands take any responsibility for the accuracy or completeness
of such information. To date, neither the Company nor Empower Brands have had any access to the books and records of Helen of Troy.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed with this Current Report on
Form 8-K.
| Exhibit No. |
Description |
| 99.1 |
Press Release, dated November 4, 2026 |
| 104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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.
Date: November 4, 2026
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SPECTRUM BRANDS HOLDINGS, INC. |
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By: |
/s/ Ehsan Zargar |
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Name: |
Ehsan Zargar |
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|
Title: |
Executive Vice President, |
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|
|
General Counsel and Corporate Secretary |
