{"url_path":"/sec/pbh/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1295947/0001295947-26-000016-index.html","accession_number":"0001295947-26-000016","cik":"0001295947","ticker":"PBH","issuer_name":"Prestige Consumer Healthcare Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1295947/0001295947-26-000016-index.html","primary_entity_key":"0001295947","primary_entity_name":"Prestige Consumer Healthcare Inc."},"word_count":2304,"has_tables":true,"body_markdown":"ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES\n\n(a)(1)Financial Statements\n\nThe financial statements and financial statement schedules listed below are set forth under Part II, Item 8 (pages 46 through 84) of this Annual Report on Form 10-K, which are incorporated herein to this Item as if copied verbatim.\n\nPrestige Consumer Healthcare Inc.\n\nReport of Independent Registered Public Accounting Firm,\n\nPricewaterhouseCoopers LLP, Auditor Firm ID 238\n\nConsolidated Statements of Income and Comprehensive Income for each of the three years in\nthe period ended March 31, 2026\n\nConsolidated Balance Sheets at March 31, 2026 and 2025\n\nConsolidated Statements of Changes in Stockholders’ Equity for each of the three years in the period ended March 31, 2026\n\nConsolidated Statements of Cash Flows for each of the three years in the period ended March 31, 2026\n\nNotes to Consolidated Financial Statements\n\nSchedule II—Valuation and Qualifying Accounts for the years ended March 31, 2026, 2025 and 2024\n\n                  \n\n(a)(2)Financial Statement Schedules\n\n \n\nSchedule II - Valuation and Qualifying Accounts listed in (a)(1) above is incorporated herein by reference as if copied verbatim.  Schedules other than those listed in the preceding sentence have been omitted as they are either not required, not applicable, or the information has otherwise been shown in the Consolidated Financial Statements or notes thereto.\n\n \n\n(b)    Exhibit Index\n\nExhibit No. Description\n\n2.1\nAsset Purchase Agreement, dated May 27, 2021, by and between Medtech Products Inc. and Akorn Operating Company [(filed as Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2021](https://www.sec.gov/Archives/edgar/data/1295947/000129594721000029/exhibit21apa.htm)).+ †\n\n2.2\nShare Purchase Agreement, dated August 4, 2025, between Anjac SAS, MedTech Pharma Holding Limited and MEDTECH Products Inc. ([filed as Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 6, 2025](https://www.sec.gov/Archives/edgar/data/1295947/000129594725000039/a21-projectppxsharepurch.htm)). +†\n\n2.3\n[Asset Purchase Agreement, dated March 19, 2026, by and between Prestige Brands, Inc. and Foundation Consumer Brands, LLC](exhibit23-assetpurchaseagr.htm)[.](exhibit23-assetpurchaseagr.htm) *†\n\n3.1\nAmended and Restated Certificate of Incorporation of Prestige Consumer Healthcare Inc. ([filed as Exhibit 3.1 to the Company's Form S-1/A filed with the SEC on February 8, 2005](https://www.sec.gov/Archives/edgar/data/1295947/000104746905002633/a2149526zex-3_1.txt)).+ \n\n3.1.1\nAmendment to Amended and Restated Certificate of Incorporation of Prestige Consumer Healthcare Inc. ([filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on August 2, 2018](https://www.sec.gov/Archives/edgar/data/1295947/000129594718000018/exhibit31certofamendment.htm)).+ \n\n3.2\nAmended and Restated Bylaws of Prestige Consumer Healthcare Inc. as amended, effective October 29, 2018 ([filed as Exhibit 3.2 to the Company's Quarterly Report on form 10-Q filed with the SEC on November 1, 2018](https://www.sec.gov/Archives/edgar/data/1295947/000129594718000028/exhibit32pbh-bylawsxcleand.htm)).+ \n\n3.3\nCertificate of Designations of Series A Preferred Stock of Prestige Consumer Healthcare Inc. as filed with the Secretary of State of the State of Delaware on February 27, 2012 ([filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on February 28, 2012](https://www.sec.gov/Archives/edgar/data/1295947/000129594712000013/exhibit318-k20120227.htm)).+\n\n3.4\nAmendment to Amended and Restated Certificate of Incorporation of Prestige Consumer Healthcare Inc. ([filed as Exhibit 3.1.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 8, 2024](https://www.sec.gov/Archives/edgar/data/1295947/000129594724000025/exhibit312-certificateofam.htm)).+\n\n4.1\nForm of stock certificate for common stock ([filed as Exhibit 4.1 to the Company's Form S-1/A filed with the SEC on January 26, 2005](https://www.sec.gov/Archives/edgar/data/1295947/000104746905001535/a2149526zex-4_1.txt)).+\n\n4.2\nIndenture, dated December 2, 2019, among Prestige Brands, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee ([filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2019](https://www.sec.gov/Archives/edgar/data/1295947/000110465919068959/tm1922536d2_ex4-1.htm)). +\n\n4.3\nForm of 5.125% Senior Notes due 2028 ([filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2019](https://www.sec.gov/Archives/edgar/data/1295947/000110465919068959/tm1922536d2_ex4-1.htm)). +\n\n87\n\n4.4\nDescription of Prestige Consumer Healthcare Inc. Securities ([filed as Exhibit 4.9 to the Company's Annual Report on Form 10-K filed with the SEC on May 13, 2019](https://www.sec.gov/Archives/edgar/data/1295947/000129594719000015/exhibit49_securities.htm)). +\n\n4.5\nIndenture, dated March 1, 2021, among Prestige Brands, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee ([filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2021](https://www.sec.gov/Archives/edgar/data/1295947/000110465921029994/tm215762d2_ex4-1.htm)). +\n\n4.6\nForm of 3.750% Senior Notes due 2031 ([filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2021](https://www.sec.gov/Archives/edgar/data/1295947/000110465921029994/tm215762d2_ex4-1.htm)). +\n\n10.1\n$660,000,000 Term Loan Credit Agreement, dated as of January 31, 2012, among Prestige Brands Inc., the Company, and certain subsidiaries of the Company as guarantors, Citibank, N.A., Citigroup Global Markets Inc., Morgan Stanley Senior Funding, Inc. and RBC Capital Markets ([filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K filed with the SEC on May 18, 2012](https://www.sec.gov/Archives/edgar/data/1295947/000129594712000029/exhibit103_600000000termlo.htm)). +\n\n10.2\nAmendment No. 6 to the Term Loan Credit Agreement, dated as of July 1, 2021, among Prestige Consumer Healthcare Inc., Prestige Brands, Inc., the other guarantors from time to time party thereto, each lender from time to time party thereto and Barclays Bank PLC (as successor in interest to Citibank, N.A.), as administrative agent ([filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 1, 2021](https://www.sec.gov/Archives/edgar/data/1295947/000110465921088218/tm2121213d1_ex10-1.htm)). +\n\n10.3\nAmendment No. 7, dated as of June 12, 2023, to the Term Loan Credit Agreement, dated as of January 31, 2012, among the Company, Prestige Brands, Inc., the other guarantors from time to time party thereto and Barclays Bank PLC (as successor in interest to Citibank, N.A.), as administrative agent, and other agents named therein ([filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 3, 2023](https://www.sec.gov/Archives/edgar/data/1295947/000129594723000026/prestige-amendmentno7tot.htm)). +\n\n10.4\n$50,000,000 ABL Credit Agreement, dated as of January 31, 2012, Among Prestige Brands, Inc., the Company, certain subsidiaries of the Company as guarantors, Citibank, N.A., Citigroup Global Markets Inc., Morgan Stanley Senior Funding, Inc. and RBC Capital Markets filed ([filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K filed with the SEC on May 18, 2012.](https://www.sec.gov/Archives/edgar/data/1295947/000129594712000029/exhibit105_50000000ablcred.htm)).+\n\n10.5\nAmendment No. 7, dated as of December 11, 2019, to the ABL Credit Agreement, originally dated as of January 31, 2012, among the Company, Prestige Brands, Inc., the other guarantors from time to time party thereto, the lenders from time to time party thereto and Citibank, N.A., as administrative agent, L/C issue and swing line lender ([filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2019](https://www.sec.gov/Archives/edgar/data/1295947/000110465919072219/tm1925086d1_ex10-1.htm)). +\n\n10.6\nAmendment No. 8, dated as of April 4, 2023, to the ABL Credit Agreement, originally dated as of January 31, 2012, among the Company, Prestige Brands, Inc., the other guarantors from time to time party thereto, the lenders from time to time party thereto and Citibank, N.A., as administrative agent, L/C issue and swing line lender ([filed as Exhibit 10.17 to the Company's Annual Report on Form 10-K filed with the SEC on May 5, 2023](https://www.sec.gov/Archives/edgar/data/1295947/000129594723000017/exhibit1017amendmentno8.htm)). +\n\n10.7\nAmendment No. 9, dated as of December 8, 2023, to the ABL Credit Agreement, originally dated as of January 31, 2012, among the Company, Prestige Brands, Inc., the other guarantors from time to time party thereto, the lenders from time to time party thereto and Citibank, N.A., as administrative agent, L/C issue and swing line lender ([filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2023](https://www.sec.gov/Archives/edgar/data/1295947/000110465923125696/tm2332799d1_ex10-1.htm)). +\n\n10.8\nAgreement of Lease between RA 660 White Plains Road LLC and Prestige Brands, Inc. ([filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 9, 2012](https://www.sec.gov/Archives/edgar/data/1295947/000129594712000037/exhibit102agreementoflease.htm)). +\n\n10.9\nAmendment to Agreement of Lease between RA 660 White Plains Road LLC and Prestige Brands, Inc. ([filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 7, 2014](https://www.sec.gov/Archives/edgar/data/1295947/000129594714000021/exhibit1011stamendmenttole.htm)). +\n\n10.10\nSecond Amendment to Lease between GHP 660 LLC and Prestige Brands, Inc. ([filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 2, 2017](https://www.sec.gov/Archives/edgar/data/1295947/000129594717000032/exhibit101pbhleasesecondam.htm)). +\n\n10.11\nMaster Logistics Services Agreement, dated May 13, 2019, by and between the Company and GEODIS Logistics LLC ([filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2019](https://www.sec.gov/Archives/edgar/data/1295947/000129594719000023/exhibit101geodisredacted.htm)). +†\n\n10.12\nPrestige Brands Holdings, Inc. 2005 Long-Term Equity Incentive Plan ([filed as Exhibit 10.38 to the Company’s Form S-1/A filed with the SEC on January 26, 2005](https://www.sec.gov/Archives/edgar/data/1295947/000104746905001535/a2149526zex-10_38.txt)).+# \n\n10.13\nForm of Restricted Stock Grant Agreement ([filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 9, 2005](https://www.sec.gov/Archives/edgar/data/1295522/000110465905037986/a05-14420_1ex10d1.htm)). +# \n\n10.14\nForm of Nonqualified Stock Option Agreement ([filed as Exhibit 10.20 to the Company's Annual Report on Form 10-K filed with the SEC on May 19, 2014](https://www.sec.gov/Archives/edgar/data/1295947/000129594714000015/exhibit10202013stockoption.htm)). +#\n\n10.15\nForm of Award Agreement for Restricted Stock Units ([filed as Exhibit 10.21 to the Company's Annual Report on Form 10-K filed with the SEC on May 19, 2014](https://www.sec.gov/Archives/edgar/data/1295947/000129594714000015/exhibit10212013restricteds.htm)). +#\n\n10.16\nForm of Nonqualified Stock Option Agreement for grants beginning Fiscal 2018 ([filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K filed with the SEC on May 17, 2017](https://www.sec.gov/Archives/edgar/data/1295947/000129594717000018/exhibit1030opt0517.htm)). +#\n\n88\n\n10.17\nForm of Award Agreement for Restricted Stock Units for grants beginning Fiscal 2018 ([filed as Exhibit 10.31 to the Company's Annual Report on Form 10-K filed with the SEC on May 17, 2017](https://www.sec.gov/Archives/edgar/data/1295947/000129594717000018/exhibit1031pbh2017rsu.htm)). +#\n\n10.18\nForm of Award Agreement for Performance Units for grants beginning Fiscal 2018 ([filed as Exhibit 10.32 to the Company's Annual Report on Form 10-K filed with the SEC on May 17, 2017](https://www.sec.gov/Archives/edgar/data/1295947/000129594717000018/exhibit1032psumgm0517.htm)). +#\n\n10.19\nForm of Director Indemnification Agreement ([filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed with the SEC on May 17, 2013](https://www.sec.gov/Archives/edgar/data/1295947/000129594713000018/exhibit1021prestigebrandsd.htm)). +@\n\n10.20\nForm of Officer Indemnification Agreement ([filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed with the SEC on May 17, 2013](https://www.sec.gov/Archives/edgar/data/1295947/000129594713000018/exhibit1022prestigebrandso.htm)). +@\n\n10.21\nAmended and Restated Executive Severance Plan, adopted as of October 29, 2018 ([filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on November 1, 2018](https://www.sec.gov/Archives/edgar/data/1295947/000129594718000028/exhibit101amendedesp1.htm)). +#\n\n10.22\nPrestige Brands Holdings, Inc. 2020 Long-Term Incentive Plan ([filed as Appendix B to the Company’s Proxy Statement on Schedule 14A filed on June 29, 2020](https://www.sec.gov/Archives/edgar/data/1295947/000110465920077655/tm2023357-1_def14a.htm)). +#\n\n10.23\nForm of Award Agreement for Non-Employee Director Restricted Stock Units for grants beginning Fiscal 2023 ([filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 3, 2022](https://www.sec.gov/Archives/edgar/data/1295947/000129594722000032/exhibit101-pbhdirector2022.htm)). +#\n\n10.24\nForm of Award Agreement for Restricted Stock Units for grants beginning Fiscal 2025 ([filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on May 15, 2024](https://www.sec.gov/Archives/edgar/data/1295947/000129594724000017/exhibit1026-agreementforre.htm)). +#\n\n10.25\nForm of Award Agreement for Performance Units for grants beginning Fiscal 2025 ([filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed on May 15, 2024](https://www.sec.gov/Archives/edgar/data/1295947/000129594724000017/exhibit1027-agreementforpe.htm)). +#\n\n10.26\nGEODIS Master Logistics Services Amendment 1 to Statement of Work No. 1, dated August 10, 2021, by\n\nand between Prestige Brands Inc. and GEODIS Logistics LLC [(filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024](https://www.sec.gov/Archives/edgar/data/1295947/000129594724000032/exhibit101-prestigexam1t.htm)). +†\n\n10.27\nGEODIS Master Logistics Services Amendment 2 to Statement of Work No. 1, dated September 27, 2021, by\n\nand between Prestige Brands Inc. and GEODIS Logistics LLC ([filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024](https://www.sec.gov/Archives/edgar/data/1295947/000129594724000032/exhibit102-prestigexam2t.htm)). +†\n\n10.28\nGEODIS Master Logistics Services Amendment 3 to Statement of Work No. 1, effective as of October 1,\n\n2024, by and between Prestige Brands Inc. and GEODIS Logistics LLC ([filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024](https://www.sec.gov/Archives/edgar/data/1295947/000129594724000032/exhibit103-prestigexam3t.htm)). +†\n\n10.29\nThird Amendment to Lease, dated October 16, 2025, by and between GHP 660 LLC and Prestige Brands, Inc. ([filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on February 5, 2026](https://www.sec.gov/Archives/edgar/data/1295947/000129594726000008/ghpprestigebrandsleaseth.htm)). +\n\n19.1\nPrestige Consumer Healthcare Inc. Procedures and Guidelines Governing Insider Trading and Tipping, dated October 30, 2023 ([filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on May 15, 2024](https://www.sec.gov/Archives/edgar/data/1295947/000129594724000017/exhibit191-pbhinsidertradi.htm)). +\n\n21.1\n[Subsidiaries of the Registrant.](exhibit211directindirectsu.htm)* \n\n23.1\n[Consent of PricewaterhouseCoopers LLP.](fy26pwcconsentletter.htm)* \n\n31.1\n[Certification of Principal Executive Officer of Prestige Consumer Healthcare Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* ](exhibit311certification_lo.htm)\n\n31.2\n[Certification of Principal Financial Officer of Prestige Consumer Healthcare Inc. pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* ](exhibit312certification_sa.htm)\n\n32.1\n[Certification of Principal Executive Officer of Prestige Consumer Healthcare Inc. pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* ](exhibit321certificationofe.htm)\n\n32.2\n[Certification of Principal Financial Officer of Prestige Consumer Healthcare Inc. pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* ](exhibit322certificationofc.htm)\n\n97.1\nPrestige Consumer Healthcare Inc. Clawback Policy, dated October 2, 2023 ([filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on May 15, 2024](https://www.sec.gov/Archives/edgar/data/1295947/000129594724000017/exhibit971-pbhclawbackpoli.htm)). +\n\n101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.\n\n101.SCHInline XBRL Taxonomy Extension Schema Document\n\n101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document\n\n101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document\n\n101.LABInline XBRL Taxonomy Extension Label Linkbase Document\n\n101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document\n\n104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)\n\n89\n\n*\nFiled herewith.\n\n  \n\n†Certain confidential portions have been omitted.\n\n  \n\n +\nIncorporated herein by reference.\n\n  \n\n@\nRepresents a management contract.\n\n  \n\n# \nRepresents a compensatory plan."}