{"url_path":"/sec/pbh/8-k/2026-05-13/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1295947/0001295947-26-000013-index.html","accession_number":"0001295947-26-000013","cik":"0001295947","ticker":"PBH","issuer_name":"Prestige Consumer Healthcare Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1295947/0001295947-26-000013-index.html","primary_entity_key":"0001295947","primary_entity_name":"Prestige Consumer Healthcare Inc."},"word_count":681,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement.\n\nOn May 10, 2026, PBH Australia Holding Company Pty Limited (“Purchaser”), an Australian company and a wholly owned indirect subsidiary of Prestige Consumer Healthcare Inc. (the “Company”), and Care Pharmaceuticals Pty Limited (“Care”), an Australian company and a wholly owned indirect subsidiary of the Company, entered into a definitive agreement (the “Sale and Purchase Deed”) with Tailor Investments Pty Limited and Standive Pty Limited, both Australian companies (the “Sellers”), Steven David Sher, Delon Badler and Clive Howard Sher. The Sale and Purchase Deed provides that, upon the terms and subject to the conditions set forth therein, Purchaser will acquire all of the shares of LaCorium Health Australia Pty Limited, Stantail Trading Pty Limited, Stantail International Pty Limited, Brands Worldwide Holdings I.P. Pty Limited, and Laderma Holdings Pty Limited, each an Australian company, collectively a leader in Australian therapeutic skin care designed to treat individual skin ailments, from the Sellers for approximately $150 million in cash, subject to certain adjustments, including indebtedness, as provided in the Sale and Purchase Deed (the “Transaction”).\n\nThe Company expects the Transaction to close in the second quarter of fiscal 2027, subject to the satisfaction or waiver of customary conditions to closing.\n\nThe Sale and Purchase Deed contains customary representations, warranties, indemnities, and covenants of both Purchaser and the Sellers, as well as indemnification provisions that are subject to specified limitations. Purchaser has obtained warranty and indemnity insurance, which serves as Purchaser’s sole recourse for losses related to breaches of the Sellers’ representations, warranties and indemnities, other than in the case of fraud. Subject to certain exceptions and limitations, Purchaser and Care, on the one hand, and the Sellers and Steven David Sher, on the other hand, have agreed to indemnify each other for breaches of post-closing covenants, fraud and other specified matters contained in the Sale and Purchase Deed.\n\nThe Sale and Purchase Deed also contains certain customary termination rights for each of Purchaser and the Sellers. The Sale and Purchase Deed may be terminated by either Purchaser or the Sellers prior to October 1, 2026 if the other party is in breach of the Sale and Purchase Deed, such that it has not met its closing conditions and has not or is not able to cure such breach.\n\nThe foregoing description of the terms of the Sale and Purchase Deed does not purport to be complete and is qualified in its entirety by reference to the full text of the Sale and Purchase Deed. The Company expects to file a copy of the Sale and Purchase Deed as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.\n\nThe Sale and Purchase Deed contains various representations and warranties made by the parties solely for purposes of the Sale and Purchase Deed and as of specific dates set forth therein, which were the product of negotiations, and may be subject to important qualifications and limitations included in confidential disclosure letter of the Sale and Purchase Deed. Certain representations and warranties in the Sale and Purchase Deed were used for the purpose of allocating risk between the parties, rather than establishing matters of fact. Furthermore, the representations and warranties may be subject to standards of materiality applicable to the parties that may be different from those applicable to the Company’s stockholders. Additionally, information concerning the subject matter of such representations and warranties may change after the date of the Sale and Purchase Deed, which subsequent information may or may not be fully reflected in the Company’s public disclosures. Accordingly, such representations and warranties in the Sale and Purchase Deed may not constitute the actual state of facts about the Sellers, the Company, or Purchaser. Stockholders of the Company are not third-party beneficiaries under the Sale and Purchase Deed t and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Sellers (or any of its subsidiaries), the Company, or Purchaser or any of their respective subsidiaries or affiliates."}