Prestige Consumer Healthcare (NYSE: PBH) issues $400M 2034 notes

Rhea-AI Filing Summary

Prestige Consumer Healthcare Inc., through its wholly owned subsidiary Prestige Brands, Inc., issued $400.0 million of 6.250% senior unsecured notes due July 15, 2034. Interest is payable semiannually on January 15 and July 15, beginning January 15, 2027. The notes are guaranteed on a senior unsecured basis by the company and certain existing and future domestic restricted subsidiaries.

The notes are redeemable before and after July 15, 2029 on terms set in the indenture, including optional redemptions with a make-whole premium and the ability to redeem up to 40% using proceeds of certain equity offerings. Upon a defined Change of Control, holders must be offered repurchase at 101% of principal plus accrued interest. The indenture includes customary covenants limiting additional indebtedness, restricted payments, liens, asset sales, mergers and affiliate transactions, subject to exceptions.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Aggregate Principal Amount: $400.0 million Coupon Rate: 6.250% Maturity Date: July 15, 2034 +4 more

7 metrics

Aggregate Principal Amount $400.0 million Total 6.250% senior notes issued by Prestige Brands, Inc.

Coupon Rate 6.250% Interest rate on senior notes due July 15, 2034

Maturity Date July 15, 2034 Final maturity of the 2026 Notes

Interest Payment Dates January 15 and July 15 Semiannual interest payments beginning January 15, 2027

First Optional Redemption Date July 15, 2029 Date from which notes may be redeemed at stated prices

Change of Control Offer Price 101% Percentage of principal payable upon Change of Control offer

Equity Proceeds Redemption Limit 40% Maximum portion of notes redeemable with certain equity offering proceeds

Key Terms

senior notes, make-whole premium, Change of Control, Rule 144A, +2 more

6 terms

senior notes financial

"issued $400.0 million aggregate principal amount of 6.250% senior notes due 2034"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

make-whole premium financial

"redeem all or any portion of the notes at 100% of principal plus a make-whole premium"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

Change of Control regulatory

"in the event of a Change of Control, Prestige Brands will be required to make an offer to purchase"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Rule 144A regulatory

"to qualified institutional buyers in accordance with Rule 144A"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"to persons outside of the United States pursuant to Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

restricted payments financial

"covenants that, among other things, restrict the ability to make other restricted payments"

Restricted payments are cash or asset transfers that a company is contractually barred or limited from making, such as dividends, stock buybacks, certain investments or returns of capital, typically under loan agreements or bond covenants. Investors care because these limits protect creditors by keeping cash in the business, and they directly affect shareholder returns and a company’s flexibility to reward owners or pursue opportunities — like rules on withdrawals from a shared bank account.

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Available on EDGAR 07/15/2026 - 04:03 PM Accepted by SEC EDGAR 07/15/2026 - 04:03 PM Learn about SEC filing dates

FAQ

What debt transaction did Prestige Consumer Healthcare (PBH) complete on July 15, 2026?

Prestige Consumer Healthcare, via subsidiary Prestige Brands, Inc., issued $400.0 million of 6.250% senior unsecured notes due July 15, 2034. The notes were sold in a private offering to qualified institutional buyers and certain non-U.S. investors.

What are the main terms of PBH's new 6.250% senior notes due 2034?

The notes carry a fixed 6.250% interest rate and mature on July 15, 2034. Interest is payable semiannually on January 15 and July 15, starting January 15, 2027, and the notes are senior unsecured obligations of Prestige Brands with guarantees.

When can Prestige Consumer Healthcare (PBH) redeem the new notes early?

Prestige Brands may redeem the notes on or after July 15, 2029 at specified prices plus interest. Before July 15, 2029, it may redeem at 100% of principal plus a make-whole premium, and may redeem up to 40% with proceeds of certain equity offerings.

What happens to PBH's 2026 notes if there is a Change of Control?

If a defined Change of Control occurs, Prestige Brands must offer to purchase the notes at 101% of their aggregate principal amount, plus accrued and unpaid interest to the repurchase date. This gives noteholders a contractual exit in that scenario.

How are Prestige Consumer Healthcare's (PBH) new notes guaranteed and what covenants apply?

The notes are guaranteed on an unsecured senior basis by the company and certain domestic restricted subsidiaries. The indenture includes covenants that restrict additional indebtedness, dividends and other restricted payments, liens, certain asset sales, mergers and affiliate transactions, subject to specified exceptions.

How were PBH's 6.250% notes offered and who could buy them?

The notes were issued in a private offering exempt from registration under the Securities Act. They were offered to qualified institutional buyers under Rule 144A and to persons outside the United States under Regulation S.

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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): July 15, 2026

PRESTIGE CONSUMER HEALTHCARE INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32433	20-1297589
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

660 White Plains Road, Tarrytown, New York 10591

(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):

¨ 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 Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	PBH	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).

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 1.01 Entry into a Material Definitive Agreement.

On July 15, 2026, Prestige Brands, Inc. (“Prestige Brands”), a wholly owned subsidiary of Prestige Consumer Healthcare Inc. (the “Company”), issued $400.0 million aggregate principal amount of 6.250% senior notes due 2034 (the “2026 Notes” or “notes”) pursuant to an Indenture, dated July 15, 2026 (the “Indenture”), among Prestige Brands, the guarantors party thereto (including the Company) and U.S. Bank Trust Company, National Association, as trustee. The Indenture provides, among other things, that interest will be payable on the notes on January 15 and July 15 of each year, beginning on January 15, 2027, until their maturity date of July 15, 2034. The notes are senior unsecured obligations of Prestige Brands and are guaranteed on an unsecured senior basis by the Company and certain of its existing and future domestic restricted subsidiaries.

Prestige Brands has the option to redeem all or a portion of the notes at any time on or after July 15, 2029 at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any. Prestige Brands may also redeem all or any portion of the notes at any time prior to July 15, 2029, at a price equal to 100% of the aggregate principal amount thereof plus a make-whole premium and accrued and unpaid interest, if any. In addition, before July 15, 2029, Prestige Brands may redeem up to 40% of the aggregate principal amount of the notes with the net proceeds of certain equity offerings at the redemption price set forth in the Indenture, provided that certain conditions are met. Subject to certain limitations, in the event of a Change of Control (as defined in the Indenture), Prestige Brands will be required to make an offer to purchase the notes at a price equal to 101% of the aggregate principal amount of the notes repurchased, plus accrued and unpaid interest, if any, to the date of repurchase.

The Indenture contains covenants that, among other things, restrict the ability of the Company and the ability of certain of its subsidiaries to incur, assume or guarantee additional indebtedness; pay dividends or redeem or repurchase capital stock; make other restricted payments; incur liens; redeem debt that is junior in right of payment to the notes; sell or otherwise dispose of assets, including capital stock of subsidiaries; enter into mergers or consolidations; and enter into transactions with affiliates. These covenants are subject to a number of important exceptions and qualifications.

The Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest; breach of other agreements in the Indenture; defaults in failure to pay certain other indebtedness; the rendering of judgments to pay certain amounts of money against the Company and certain of its subsidiaries; the failure of certain guarantees to be enforceable; and certain events of bankruptcy or insolvency.

The notes were issued in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to qualified institutional buyers in accordance with Rule 144A and to persons outside of the United States pursuant to Regulation S under the Securities Act.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture, a copy of which is filed as Exhibit 4.1 hereto, and the 2026 Notes, a form of which is filed as Exhibit 4.2 hereto, both of which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d)            Exhibits.

Exhibit		Description
4.1		Indenture, dated July 15, 2026, among Prestige Brands, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.
4.2		Form of 2026 Note (included in Exhibit 4.1).
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.

Dated:	July 15, 2026	PRESTIGE CONSUMER HEALTHCARE INC.
		By:	/s/ Christine Sacco
			Name: Christine Sacco
			Title: Chief Financial Officer & Chief Operating Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-4.1 EXHIBIT 4.1 1.0 MB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB