{"url_path":"/sec/pbh/8-k/2026-07-15/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":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1295947/0001104659-26-083872-index.html","accession_number":"0001104659-26-083872","cik":"0001295947","ticker":"PBH","issuer_name":"Prestige Consumer Healthcare Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1295947/0001104659-26-083872-index.html","primary_entity_key":"0001295947","primary_entity_name":"Prestige Consumer Healthcare Inc."},"word_count":594,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn July 15, 2026,\nPrestige Brands, Inc. (“Prestige Brands”), a wholly owned subsidiary of Prestige Consumer Healthcare Inc. (the\n“Company”), issued $400.0 million aggregate principal amount of 6.250% senior notes due 2034 (the “2026 Notes”\nor “notes”) pursuant to an Indenture, dated July 15, 2026 (the “Indenture”), among Prestige Brands, the guarantors\nparty thereto (including the Company) and U.S. Bank Trust Company, National Association, as trustee. The Indenture provides, among\nother things, that interest will be payable on the notes on January 15 and July 15 of each year, beginning on\nJanuary 15, 2027, until their maturity date of July 15, 2034. The notes are senior unsecured obligations of Prestige\nBrands and are guaranteed on an unsecured senior basis by the Company and certain of its existing and future domestic restricted\nsubsidiaries.\n\n \n\nPrestige Brands has the option\nto 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,\nplus 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,\n2029, at a price equal to 100% of the aggregate principal amount thereof plus a make-whole premium and accrued and unpaid interest, if\nany. In addition, before July 15, 2029, Prestige Brands may redeem up to 40% of the aggregate principal amount of the notes with\nthe net proceeds of certain equity offerings at the redemption price set forth in the Indenture, provided that certain conditions are\nmet. Subject to certain limitations, in the event of a Change of Control (as defined in the Indenture), Prestige Brands will be required\nto make an offer to purchase the notes at a price equal to 101% of the aggregate principal amount of the notes repurchased, plus accrued\nand unpaid interest, if any, to the date of repurchase.\n\n \n\nThe Indenture contains covenants\nthat, among other things, restrict the ability of the Company and the ability of certain of its subsidiaries to incur, assume or guarantee\nadditional indebtedness; pay dividends or redeem or repurchase capital stock; make other restricted payments; incur liens; redeem debt\nthat is junior in right of payment to the notes; sell or otherwise dispose of assets, including capital stock of subsidiaries; enter into\nmergers or consolidations; and enter into transactions with affiliates. These covenants are subject to a number of important exceptions\nand qualifications.\n\n \n\nThe Indenture provides for\ncustomary events of default, which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of\nprincipal or interest; breach of other agreements in the Indenture; defaults in failure to pay certain other indebtedness; the rendering\nof judgments to pay certain amounts of money against the Company and certain of its subsidiaries; the failure of certain guarantees to\nbe enforceable; and certain events of bankruptcy or insolvency.\n\n \n\nThe notes were issued in a\nprivate offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”),\nto qualified institutional buyers in accordance with Rule 144A and to persons outside of the United States pursuant to Regulation\nS under the Securities Act.\n\n \n\nThe\nforegoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture,\na 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\nwhich are incorporated herein by reference."}