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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 |
