PBH / Prestige Consumer Healthcare Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

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): August 7, 2025 PRESTIGE CONSUMER

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): August 7, 2025 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Commi

First Quarter FY 2026 Results August 7th, 2025 Exhibit 99.2 F I R S T Q U A R T E R F Y 2 6 R E S U L T S Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation R

pbhfy26xq1xexhibit992 First Quarter FY 2026 Results August 7th, 2025 Exhibit 99.2 F I R S T Q U A R T E R F Y 2 6 R E S U L T S Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, organic revenu

Initial Fiscal 2026 Outlook

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Fiscal 2026 First Quarter Results ◦Revenue of $249.5 million in Q1; decline driven by limited eye care supply ◦Diluted EPS of $0.95 in Q1, up approximately 6% versus prior year Adjusted Diluted EPS of $0.90 ◦Announces agreement to acquire current eye care supplier Pillar5 Pharma ◦Revising fiscal 2026 revenue outlook to $1,100 to $1,115 million

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PRESTIGE C

DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES LIST Direct and Indirect Subsidiaries of Prestige Consumer Healthcare Inc. Name Jurisdiction of Incorporated/Organization Blacksmith Brands, Inc. Delaware Briemar Nominees Pty Ltd. Australia C.B. Fleet Company, Incorporated Virginia C.B. Fleet Investment Corporation Delaware C.B. Fleet International LLC (formerly C.B. Fleet, International, Inc.) Virginia C.B. Fleet Intern

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-32433 PRESTIGE CONSUMER

Full-Year Fiscal 2025 Results May 8th, 2025 Exhibit 99.2 F U L L - Y E A R F Y 2 5 R E S U L T S This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as state

Full-Year Fiscal 2025 Results May 8th, 2025 Exhibit 99.2 F U L L - Y E A R F Y 2 5 R E S U L T S This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, organic revenue growth, diluted EPS, and free cash flow; the Company

Initial Fiscal 2026 Outlook

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Record Fiscal 2025 Revenue and Earnings ◦Revenue of $296.5 million in Q4 and $1,137.8 million in fiscal 2025 ◦Organic revenue grew 7.9% in Q4 and 1.2% in fiscal 2025 ◦Diluted EPS of $4.29 in fiscal 2025; Adjusted fiscal 2025 Diluted EPS of $4.52 grew 7.4% versus adjusted prior year ◦Reduced leverage to 2.4x at year-end driven by strong free ca

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 8, 2025 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PRESTI

Prior Fiscal 2025 Outlook

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Record Third Quarter Results and Raises Full-Year Earnings Outlook ◦Revenue of $290.3 million in Q3, up 2.7% versus prior year ◦Diluted EPS of $1.22 in Q3 increased approximately 15% versus prior year ◦Reduced leverage to 2.5x in Q3, driven by strong profitability and cash flow ◦Raising full-year fiscal 2025 earnings outlook TARRYTOWN, N.Y.-(G

Third Quarter FY 2025 Results February 6th, 2025 Exhibit 99.2 T H I R D Q U A R T E R F Y 2 5 R E S U L T S This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, su

Third Quarter FY 2025 Results February 6th, 2025 Exhibit 99.2 T H I R D Q U A R T E R F Y 2 5 R E S U L T S This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, organic revenue growth, adjusted diluted EPS, and free ca

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 6, 2025 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 6, 2025 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Comm

Prestige Consumer Healthcare Inc. Expands CFO Christine Sacco’s Role to Include Chief Operating Officer Responsibilities

Exhibit 99.1 Prestige Consumer Healthcare Inc. Expands CFO Christine Sacco’s Role to Include Chief Operating Officer Responsibilities TARRYTOWN, N.Y., Jan. 6, 2025 (GLOBE NEWSWIRE) – Prestige Consumer Healthcare Inc. (the “Company” or “Prestige”) (NYSE: PBH) today announced that Chief Financial Officer Christine Sacco’s responsibilities have been expanded to include the role of Chief Operating Off

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PREST

Second Quarter FY 2025 Results November 7th, 2024 Exhibit 99.2 S E C O N D Q U A R T E R F Y 2 5 R E S U L T S Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigat

Second Quarter FY 2025 Results November 7th, 2024 Exhibit 99.2 S E C O N D Q U A R T E R F Y 2 5 R E S U L T S Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, organic revenue growth, adjuste

filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024

AMENDMENT THREE TO STATEMENT OF WORK NO. 1 TO THE MASTER LOGISTICS SERVICES AGREEMENT This AMENDMENT THREE TO STATEMENT OF WORK NO. 1 TO THE MASTER LOGISTICS SERVICES AGREEMENT (this “Amendment”) is entered into on the last date of signature below, but effective as of October 1, 2024 (the “Effective Date”), by and between Prestige Brands, Inc. (“CLIENT”) and GEODIS Logistics LLC (“GEODIS”). CLIENT

(filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024

Page 1 of 2 AMENDMENT ONE TO STATEMENT OF WORK NO. 1 TO THE MASTER LOGISTICS SERVICES AGREEMENT This AMENDMENT ONE TO STATEMENT OF WORK NO. 1 TO THE MASTER LOGISTICS SERVICES AGREEMENT (the “Amendment”) is made and entered into as of August 10, 2021 (“Amendment Date”), by and between Prestige Brands, Inc. (“CLIENT”) and Geodis Logistics LLC (“GEODIS” each a “Party” and collectively, the “Parties”)

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 7, 2024 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Com

Fiscal 2025 Outlook

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Second Quarter and First Half Fiscal 2025 Results ◦Revenue of $283.8 Million in Q2, Ahead of Outlook ◦Diluted EPS of $1.09 in Q2, Up 2% Versus Prior Year ◦Net Cash Provided by Operating Activities of Approximately $125 Million in First Six Months, Up Approximately 13%; Reduced Debt by $75 Million and Repurchased $38 Million Shares Year-to-Date

filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024

Page 1 of 2 AMENDMENT TWO TO STATEMENT OF WORK NO. 1 TO THE MASTER LOGISTICS SERVICES AGREEMENT This AMENDMENT TWO TO STATEMENT OF WORK NO. 1 TO THE MASTER LOGISTICS SERVICES AGREEMENT (this “Amendment”) is made and entered into as of September 27, 2021 (“Amendment Effective Date”), by and between Prestige Brands, Inc. (“CLIENT”) and Geodis Logistics LLC (“GEODIS” each a “Party” and collectively,

First Quarter FY 2025 Results August 8th, 2024 Exhibit 99.2 F I R S T Q U A R T E R F Y 2 5 R E S U L T S Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation R

First Quarter FY 2025 Results August 8th, 2024 Exhibit 99.2 F I R S T Q U A R T E R F Y 2 5 R E S U L T S Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, organic revenue growth, adjusted dil

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 8, 2024 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Commi

Fiscal 2025 Outlook

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports First Quarter Fiscal 2025 Results ◦Revenue of $267.1 Million in Q1, Ahead of Expectations ◦EPS of $0.98 and Adjusted EPS of $0.90 in Q1 ◦Cash from Operations of $54.8 Million up 13.9% versus Prior Year; Reduced Debt by $35 Million and Repurchased $26 Million Shares ◦Reaffirming Full-Year Fiscal 2025 Revenue, Earnings, and Cash Flow Outlook TAR

Amendment to Amended and Restated Certificate of Incorporation of Prestige Consumer Healthcare Inc.

Exhibit 3.1.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRESTIGE CONSUMER HEALTHCARE INC. Prestige Consumer Healthcare Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that: 1.This Certificate of Amendment (the “Certificate of Amendment”) amends certain provisions o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PRESTIGE C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-32433 PRESTIGE CONSUMER

filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on May 15, 2024

Exhibit 19.1 Procedures And Guidelines Governing Insider Trading And Tipping I.Purpose In order to comply with federal and state securities laws governing (a) trading in securities while in the possession of “material nonpublic information”, and (b) tipping or disclosing material nonpublic information to outsiders, and in order to, among other things, prevent even the appearance of improper inside

filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on May 15, 2024

Exhibit 10.26 PRESTIGE CONSUMER HEALTHCARE INC. 2020 LONG-TERM EQUITY INCENTIVE PLAN AWARD AGREEMENT FOR RESTRICTED STOCK UNITS THIS AWARD AGREEMENT (the “Agreement”) is made and entered into effective as of , by and between PRESTIGE CONSUMER HEALTHCARE INC., a Delaware corporation (the “Company”), and (the “Participant”), pursuant to the Prestige Consumer Healthcare Inc. 2020 Long-Term Equity Inc

filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed on May 15, 2024

Exhibit 10.27 PRESTIGE CONSUMER HEALTHCARE INC. 2020 LONG-TERM EQUITY INCENTIVE PLAN AWARD AGREEMENT FOR PERFORMANCE UNITS THIS AWARD AGREEMENT (the “Agreement”) is made and entered into effective as of #GrantType# by and between PRESTIGE CONSUMER HEALTHCARE INC., a Delaware corporation (the “Company”), and #ParticipantName# (the “Participant”), pursuant to the Prestige Consumer Healthcare Inc. 20

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES LIST Direct and Indirect Subsidiaries of Prestige Consumer Healthcare Inc. Name Jurisdiction of Incorporated/Organization Blacksmith Brands, Inc. Delaware Briemar Nominees Pty Ltd. Australia C.B. Fleet Company, Incorporated Virginia C.B. Fleet Investment Corporation Delaware C.B. Fleet International LLC (formerly C.B. Fleet, International, Inc.) Virginia C.B. Fleet Intern

filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on May 15, 2024

Exhibit 97.1 PRESTIGE CONSUMER HEALTHCARE INC. CLAWBACK POLICY 1.0General 1.1Prestige Consumer Healthcare Inc. (the “Company”) has adopted this Clawback Policy (the “Policy”) in accordance with the applicable listing standards of The New York Stock Exchange (the “NYSE”) and Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). To the extent this Policy is in any ma

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): May 14, 2024 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Commiss

M a y 1 5 t h , 2 0 2 4 Full-Year FY 24 Results Exhibit 99.2 F U L L - Y E A R F Y 2 4 R E S U L T S Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform

M a y 1 5 t h , 2 0 2 4 Full-Year FY 24 Results Exhibit 99.2 F U L L - Y E A R F Y 2 4 R E S U L T S Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, organic revenue growth, diluted EPS, and

Fiscal 2025 Outlook

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Fiscal Year 2024 Results ◦Revenue of $277.0 Million in Q4 and $1,125.4 Million in Fiscal 2024 ◦Solid Consumption Trends in Q4 Offset by Near-Term Supply Chain Constraints ◦Achieved Leverage Ratio of 2.8x at Year-End, Below Long-Term Target ◦Board of Directors Authorize New $300 Million Share Repurchase Program ◦Initial Full-Year Fiscal 2025 Or

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 8, 2024 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Commissi

Page 8 of 13

EX-99.A 2 d748776dex99a.htm EX-99.A EXHIBIT A AGREEMENT TO FILE JOINT ACQUISITION STATEMENTS AGREEMENT made this [7th] day of FEBRUARY, 2024 by and between Delaware Funds by Macquarie,® Optimum Fund Trust and Macquarie ETF Trust listed on Annex A hereto, Macquarie Investment Management Business Trust, Macquarie Management Holdings, Inc, and the Macquarie Parties listed on Annex B hereto (collectiv

PBH / Prestige Consumer Healthcare Inc. / MACQUARIE GROUP LTD - SC 13G Passive Investment

SC 13G 1 d748776dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* Prestige Consumer Healthcare Inc (Name of Issuer) Common Shares (Title of Class of Securities) 74112D101 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

Page 13 of 13

EX-99.B 3 d748776dex99b.htm EX-99.B EXHIBIT B Powers of Attorney for Macquarie Group Limited incorporated by reference to 13G filings made by Macquarie Group Limited on June 7, 2023. Page 13 of 13

PBH / Prestige Consumer Healthcare Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01731-prestigeconsumerheal.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 16)* Name of issuer: Prestige Consumer Healthcare Inc Title of Class of Securities: Common Stock CUSIP Number: 74112D101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropri

PBH / Prestige Consumer Healthcare Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* Prestige Consumer Healthcare Inc (Name of Issuer) Common Stock (Title of Class of Securities) 74112D101 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 8, 2024 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Com

Prior Fiscal 2024 Outlook

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Third Quarter Fiscal 2024 Results ◦Revenue of $282.7 Million in Q3, Up 2.6% Versus Prior Year ◦Diluted EPS of $1.06 in Q3, Up 2.2% Versus Prior Year ◦Reduced Leverage Ratio to 2.9x at Quarter End ◦Raising Full-Year Fiscal 2024 Earnings Outlook to Approximately $4.33 TARRYTOWN, N.Y.-(GLOBE NEWSWIRE)-February 8, 2024- Prestige Consumer Healthcar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PRESTI

Third Quarter FY 2024 Results February 8th, 2024 Exhibit 99.2 T H I R D Q U A R T E R F Y 2 4 R E S U L T S This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, su

Third Quarter FY 2024 Results February 8th, 2024 Exhibit 99.2 T H I R D Q U A R T E R F Y 2 4 R E S U L T S This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, diluted EPS, leverage, free cash flow, and organic revenu

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 8, 2023 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Com

filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2023

Exhibit 10.1 AMENDENT NO. 9 AND JOINDER AND REALLOCATION AGREEMENT This Amendment No. 9 and Joinder and Reallocation Agreement (this “Amendment”), dated as of December 8, 2023, is entered into among Prestige Brands, Inc., a Delaware corporation (“Borrower”), Prestige Consumer Healthcare Inc., a Delaware corporation (“Holdings”), the Subsidiaries of the Borrower identified as “Guarantors” on the si

Reaffirmed Fiscal 2024 Outlook

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Second Quarter Fiscal 2024 Results ◦Revenue of $286.3 Million in Q2, Ahead of Outlook ◦Diluted EPS of $1.07 in Q2, Up Over 5% Versus Prior Year ◦Reduced Leverage Ratio to 3.0x at Quarter End ◦Reaffirming Full-Year Fiscal 2024 Revenue, Earnings, and Cash Flow Outlook TARRYTOWN, N.Y.-(GLOBE NEWSWIRE)-November 2, 2023- Prestige Consumer Healthcar

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 2, 2023 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PREST

Second Quarter FY 2024 Results November 2nd, 2023 Exhibit 99.2 S E C O N D Q U A R T E R F Y 2 4 R E S U L T S Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigat

Second Quarter FY 2024 Results November 2nd, 2023 Exhibit 99.2 S E C O N D Q U A R T E R F Y 2 4 R E S U L T S Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, organic revenue growth, diluted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PRESTIGE C

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): August 3, 2023 PRESTIGE CONSUMER

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): August 3, 2023 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Commi

First Quarter FY 2024 Results August 3rd, 2023 Exhibit 99.2 F I R S T Q U A R T E R F Y 2 4 R E S U L T S Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation R

First Quarter FY 2024 Results August 3rd, 2023 Exhibit 99.2 F I R S T Q U A R T E R F Y 2 4 R E S U L T S Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, organic revenue growth, diluted EPS,

Reaffirmed Fiscal 2024 Outlook

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports First Quarter Fiscal 2024 Results ◦Revenue of $279.3 Million in Q1, up 0.8% versus Prior Year and up 1.8% excluding Foreign Currency ◦Reduced Leverage Ratio to 3.2x at Quarter End and Completed $25 Million Share Repurchase Program ◦Reaffirming Full-Year Fiscal 2024 Revenue, Earnings, and Cash Flow Outlook TARRYTOWN, N.Y.-(GLOBE NEWSWIRE)-Augus

filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 3, 2023

AMENDMENT NO. 7 AMENDMENT NO. 7, dated as of June 12, 2023 (this “Amendment”), to that certain term loan credit agreement dated as of January 31, 2012 (as amended by Amendment No. 1 thereto, dated as of February 21, 2013, Amendment No. 2 thereto dated as of September 3, 2014, Amendment No. 3 thereto dated as of May 8, 2015, Amendment No. 4 thereto dated as of January 26, 2017, Amendment No. 5 ther

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-32433 PRESTIGE CONSUMER

Subsidiaries of the Registrant.

Exhibit 21.1 SUBSIDIARIES LIST Direct and Indirect Subsidiaries of Prestige Consumer Healthcare Inc. Name Jurisdiction of Incorporated/Organization Blacksmith Brands, Inc. Delaware C.B. Fleet Company, Incorporated Virginia C.B. Fleet Investment Corporation Delaware C.B. Fleet International LLC (formerly C.B. Fleet, International, Inc.) Virginia C.B. Fleet International(s) Pte. Ltd Singapore Care A

Amendment 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.

exhibit1017amendmentno8 Execution Version AMENDMENT NO. 8 This Amendment No. 8 (this “Amendment”), dated as of April 4, 2023, is entered into among Prestige Brands, Inc., a Delaware corporation (“Borrower”), the Lenders party hereto and Citibank, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and in its capacity as L/C Issuer and Swing

Fiscal 2024 Outlook

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Record Fiscal Year 2023 ◦Revenue of $285.9 Million in Q4 and $1,127.7 Million in Fiscal 2023 ◦Organic Revenue Grew 8.0% in Q4 and 3.5% in Fiscal 2023 ◦Achieved Leverage Ratio of 3.3x at Year End; Revising Long-term Leverage Target to Less than 3.0x ◦Initial Full-Year Fiscal 2024 Revenue and EPS Expectation of $1,135 to $1,140 Million and $4.27

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): May 4, 2023 PRESTIGE CONSUMER HEA

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): May 4, 2023 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Commissi

M a y 4 t h , 2 0 2 3 Full-Year FY 23 Results Exhibit 99.2 F U L L - Y E A R F Y 2 3 R E S U L T S Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform A

exhibit992q4fy23earnings M a y 4 t h , 2 0 2 3 Full-Year FY 23 Results Exhibit 99.

PBH / Prestige Brands Holdings, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Prestige Consumer Healthcare Inc (Name of Issuer) Common Stock (Title of Class of Securities) 74112D101 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

PBH / Prestige Brands Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01704-prestigeconsumerheal.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 15)* Name of issuer: Prestige Consumer Healthcare Inc. Title of Class of Securities: Common Stock CUSIP Number: 74112D101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropr

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 2, 2023 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Com

Updated Fiscal 2023 Outlook

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Third Quarter Results ◦Revenue of $275.5 Million in Q3 fiscal 2023 increased 0.4% versus Prior Year and 1.8% excluding Currency ◦Diluted EPS of $1.04 for Q3 fiscal 2023 increased 5.1% versus Prior Year ◦Reduced leverage ratio to 3.5x in Q3, enabled by strong profitability and cash flow TARRYTOWN, N.Y.-(GLOBE NEWSWIRE)-February 2, 2023- Prestig

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PRESTI

F e b r u a r y 2 n d , 2 0 2 3 Third Quarter FY 2023 Results 1 Exhibit 99.2 T H I R D Q U A R T E R F Y 2 3 R E S U L T S This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform

F e b r u a r y 2 n d , 2 0 2 3 Third Quarter FY 2023 Results 1 Exhibit 99.2 T H I R D Q U A R T E R F Y 2 3 R E S U L T S This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, diluted EPS, leverage, free cash flow, and

filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 3, 2022

2020 LTIP ? DIRECTOR RSU (2022 FORM) PRESTIGE CONSUMER HEALTHCARE INC. 2020 LONG-TERM EQUITY INCENTIVE PLAN AWARD AGREEMENT FOR RESTRICTED STOCK UNITS THIS AWARD AGREEMENT (the ?Agreement?) is made and entered into effective as of , 20, by and between PRESTIGE CONSUMER HEALTHCARE INC., a Delaware corporation (together with its subsidiaries, the ?Company?), and ?Grantee1? (the ?Participant?), pursu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PREST

Reaffirmed Fiscal 2023 Outlook

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Second Quarter Results and Reaffirms Outlook for Fiscal 2023 ?Record Revenue of $289.3 Million in Q2 fiscal 2023 increased 4.7% versus Prior Year and 5.5% excluding Currency ?Diluted EPS of $1.02 for Q2, ahead of expectations ?Reduced Debt by $35 million in Q2 and Achieved Leverage Ratio of 3.7x ?Reaffirming Full-Year Fiscal 2023 Revenue and E

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 3, 2022 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Com

Second Quarter FY 2023 Results November 3rd, 2022 Exhibit 99.2 S E C O N D Q U A R T E R F Y 2 3 R E S U L T S Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigat

Second Quarter FY 2023 Results November 3rd, 2022 Exhibit 99.2 S E C O N D Q U A R T E R F Y 2 3 R E S U L T S Safe Harbor Disclosure This presentation contains certain ?forward-looking? statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company?s expected financial performance, including revenues, diluted EPS, leverage, free cas

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 4, 2022 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Commi

First Quarter FY 2023 Results August 4th, 2022 Exhibit 99.2 F I R S T Q U A R T E R F Y 2 3 R E S U L T S Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation R

First Quarter FY 2023 Results August 4th, 2022 Exhibit 99.2 F I R S T Q U A R T E R F Y 2 3 R E S U L T S Safe Harbor Disclosure This presentation contains certain ?forward-looking? statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company?s expected financial performance, including revenues, diluted EPS, EBITDA, free cash flow,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PRESTIGE C

Reaffirmed Fiscal 2023

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Results for First Quarter Fiscal 2023 ?Revenue of $277.1 Million in Q1 fiscal 2023 increased 2.9% versus Prior Year ?Diluted EPS of $1.09 for Q1, ahead of expectations ?Net Cash Provided by Operating Activities of $58.2 Million and Non-GAAP Free Cash Flow of $57.2 Million ?Reaffirming Full-Year Fiscal 2023 Revenue and Earnings Outlooks TARRYTO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 tm2218122-2def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-32433 PRESTIGE CONSUMER

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES LIST Direct and Indirect Subsidiaries of Prestige Consumer Healthcare Inc. Name Jurisdiction of Incorporated/Organization Blacksmith Brands, Inc. Delaware C.B. Fleet Company, Incorporated Virginia C.B. Fleet Investment Corporation Delaware C.B. Fleet International LLC (formerly C.B. Fleet, International, Inc.) Virginia C.B. Fleet International(s) Pte. Ltd Singapore Care A

Initial Fiscal 2023 Outlook

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Record Results for Fiscal 2022 ?Company Exceeds Full-Year Earnings Outlook for Revenue, EPS, and Cash Flow ?Revenue of $266.9 Million in Q4 and $1,086.8 Million for Full-Year Fiscal 2022, up 12.3% and 15.2% versus Prior Year, respectively ?Adjusted Diluted EPS of $4.06 for Fiscal 2022, up 25.3% versus Prior Year ?Net Cash Provided by Operating

M a y 6 t h , 2 0 2 2 Full-Year FY 22 Results & Business Attributes Review Exhibit 99.2 F U L L - Y E A R F Y 2 2 R E S U L T S & B U S I N E S S A T T R I B U T E S R E V I E W Safe Harbor Disclosure This presentation contains certain “forward-looki

M a y 6 t h , 2 0 2 2 Full-Year FY 22 Results & Business Attributes Review Exhibit 99.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): May 5, 2022 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Commissi

PBH / Prestige Brands Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: Prestige Consumer Healthcare Inc. Title of Class of Securities: Common Stock CUSIP Number: 74112D101 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Sched

PBH / Prestige Brands Holdings, Inc. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Prestige Consumer Healthcare Inc (Name of Issuer) Common Stock (Title of Class of Securities) 74112D101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PRESTI

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 3, 2022 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Com

F e b r u a r y 3 r d , 2 0 2 2 Third Quarter FY 2022 Results 1 Exhibit 99.2 T H I R D Q U A R T E R F Y 2 2 R E S U L T S This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform

F e b r u a r y 3 r d , 2 0 2 2 Third Quarter FY 2022 Results 1 Exhibit 99.2 T H I R D Q U A R T E R F Y 2 2 R E S U L T S This presentation contains certain ?forward-looking? statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company?s expected financial performance, including revenues, adjusted diluted EPS, and free cash flow;

Prior Fiscal 2022 Outlook

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Fiscal 2022 Third Quarter Results ?Revenue of $274.5 Million in Q3, up 14.9% versus Prior Year, up 8.8% on an Organic Basis ?Diluted EPS of $0.99 in Q3, up 22.2% versus Prior Year ?Non-GAAP Free Cash Flow of $64.1 Million for Third Quarter Fiscal 2022, up Double-digits versus Prior Year ?Raising Full-Year Fiscal 2022 Outlook TARRYTOWN, N.Y.-(G

P C H C O N F I D E N T I A L A N D P R O P R I E T A R Y I N F O R M A T I O N N o v e m b e r 4 t h , 2 0 2 1 Second Quarter FY 2022 Results Exhibit 99.2 S E C O N D Q U A R T E R F Y 2 2 R E S U L T S This presentation contains certain “forward-lo

P C H C O N F I D E N T I A L A N D P R O P R I E T A R Y I N F O R M A T I O N N o v e m b e r 4 t h , 2 0 2 1 Second Quarter FY 2022 Results Exhibit 99.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 4, 2021 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Com

Prior Fiscal 2022 Outlook

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Fiscal 2022 Second Quarter Results ?Record revenue of $276.2 Million in Q2, up 16.3% versus Prior Year, up 10.5% on an Organic Basis ?Diluted EPS of $0.89 and Adjusted Diluted EPS of $1.02 in Q2, up 30.8% versus Prior Year ?Net Cash Provided by Operating Activities of $61.2 million and Adjusted Free Cash Flow of $61.9 Million for Second Quarte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PREST

First Quarter FY 2022 Results August 5th, 2021 Exhibit 99.2 F I R S T Q U A R T E R F Y 2 2 R E S U L T S This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such

First Quarter FY 2022 Results August 5th, 2021 Exhibit 99.2 F I R S T Q U A R T E R F Y 2 2 R E S U L T S This presentation contains certain ?forward-looking? statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company?s expected financial performance, including revenues, adjusted EPS, free cash flow, and organic revenue growth, a

Prior Fiscal 2022 Outlook

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Fiscal 2022 First Quarter Results ?Revenue was $269.2 Million in Q1, up 17.3% versus Prior Year ?Record Diluted EPS of $1.14 in Q1, up 32.5% versus Prior Year ?Net Cash Provided by Operating Activities of $69.3 million and Free Cash Flow of $67.8 Million for First Quarter Fiscal 2022 ?Raising Full-Year Fiscal 2022 Outlook to Reflect Strong Q1

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 5, 2021 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Commi

(filed as Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on August 5, 2021

Exhibit 2.1 Execution Copy CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION TREATED AS CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH ?[*].? ASSET PURCHASE AGREEMENT by and between MEDTECH PRODUCTS INC. and AKORN OPERATING COMPANY LLC Dated as of May 27, 2021 i TABLE OF CONTENTS Page ARTICLE I DE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PRESTIGE C

Prestige Consumer Healthcare Completes Acquisition of TheraTears, Announces First Quarter Fiscal 2022 Earnings Results Date

Exhibit 99.1 Prestige Consumer Healthcare Completes Acquisition of TheraTears, Announces First Quarter Fiscal 2022 Earnings Results Date TARRYTOWN, N.Y., July 01, 2021 (GLOBE NEWSWIRE) - Prestige Consumer Healthcare Inc. (NYSE:PBH) (?Prestige? or the ?Company?) today announced that it has completed the previously announced acquisition of TheraTears and other over-the-counter consumer brands. The c

filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 1, 2021

Exhibit 10.1 Execution Version AMENDMENT NO. 6 AMENDMENT NO. 6, dated as of July 1, 2021 (this ?Amendment?), to that certain term loan credit agreement dated as of January 31, 2012 (as amended by Amendment No. 1 thereto, dated as of February 21, 2013, Amendment No. 2 thereto dated as of September 3, 2014, Amendment No. 3 thereto dated as of May 8, 2015, Amendment No. 4 thereto dated as of January

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 1, 2021 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Conf

Prestige Announces Agreement to Expand Eye Care Offering with Acquisition of TheraTears

Exhibit 99.1 Prestige Announces Agreement to Expand Eye Care Offering with Acquisition of TheraTears - Acquisition adds TheraTears brand to Company?s leading eye care portfolio - Acquisition expected to add approximately $60 and $20 million of Revenue and EBITDA, respectively on an annual basis - Transaction expected to close during fiscal 2Q TARRYTOWN, N.Y.-(GLOBE NEWSWIRE)-May 27, 2021- Prestige

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 26, 2021 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Commiss

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-32433 PRESTIGE CONSUMER

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARIES LIST Direct and Indirect Subsidiaries of Prestige Consumer Healthcare Inc. Name Jurisdiction of Incorporated/Organization Blacksmith Brands, Inc. Delaware C.B. Fleet TopCo, LLC Delaware C.B. Fleet HoldCo, LLC Delaware C.B. Fleet, LLC Delaware C.B. Fleet Company, Incorporated Virginia C.B. Fleet Investment Corporation Delaware C.B. Fleet International LLC (formerly C.B. Fl

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 6, 2021 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Commissi

Fourth Quarter & Full-Year FY 2021 Results May 6th, 2021 Exhibit 99.2 F O U R T H Q U A R T E R & F U L L - Y E A R F Y 2 1 R E S U L T S This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Lit

Fourth Quarter & Full-Year FY 2021 Results May 6th, 2021 Exhibit 99.2 F O U R T H Q U A R T E R & F U L L - Y E A R F Y 2 1 R E S U L T S This presentation contains certain ?forward-looking? statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company?s expected financial performance, including revenues, EPS, free cash flow, and or

Prestige Consumer Healthcare Inc. Consolidated Statement of Income and Comprehensive Income Three Months Ended March 31, Year Ended March 31, (In thousands, except per share data) 2021 2020 2021 2020 Total Revenues 237,761 251,235 943,365 963,010 Cos

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Fiscal 2021 Fourth Quarter and Record Full-Year Results ?Company Exceeds Full Year 2021 Guidance for Revenue, Adjusted EPS and Free Cash Flow ?Revenue was $237.8 Million in Q4 and $943.4 in Full-Year Fiscal 2021 ?Record Diluted EPS of $3.25 for Full-Year Fiscal 2021 ?Net Cash Provided by Operating Activities for Fiscal 2021 of $235.6 million a

filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2021

Exhibit 4.1 INDENTURE Dated as of March 1, 2021 Among PRESTIGE BRANDS, INC., as the Issuer, the Guarantors from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee 3.750% SENIOR NOTES DUE 2031 TABLE OF CONTENTS Page ARTICLE 1 definitions and incorporation by reference Section 1.01. Definitions 1 Section 1.02. Other Definitions 35 Section 1.03. No Incorporation by Reference of

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 1, 2021 PRESTIGE CONSUMER HEALTHCARE INC. (Exact name of registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorporation or o

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Prestige Consumer Healthcare Inc (Name of Issuer) Common Stock (Title of Class of Securities) 74112D101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Prestige Consumer Healthcare Inc. Title of Class of Securities: Common Stock CUSIP Number: 74112D101 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Sched

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Prestige Consumer Healthcare Inc. Title of Class of Securities: Common Stock CUSIP Number: 74112D101 Date of Event Which Requires Filing of this Statement: January 29, 2021 Check the appropriate box to designate the rule pursuant to which this Schedu

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PRESTI

Prestige Consumer Healthcare Inc. Condensed Consolidated Statements of Income and Comprehensive Income Three Months Ended December 31, Nine Months Ended December 31, (In thousands, except per share data) 2020 2019 2020 2019 Total Revenues $ 238,788 $

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Fiscal 2021 Third Quarter Results •Revenue was $238.8 Million in Third Quarter Fiscal 2021 •Diluted EPS of $0.81 in Third Quarter Fiscal 2021 •Net Cash Provided by Operating Activities for First Nine Months of Fiscal 2021 Increased 10% to $176.5 million •Raising Full-Year Fiscal 2021 Outlook for Revenue and Earnings Per Share TARRYTOWN, N.Y.-(

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 2, 2021 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Com

Third Quarter FY 2021 Results February 4th, 2021 Exhibit 99.2 T H I R D Q U A R T E R F Y 2 1 R E S U L T S This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, su

exhibit992pbhfy21xq3 Third Quarter FY 2021 Results February 4th, 2021 Exhibit 99.2 T H I R D Q U A R T E R F Y 2 1 R E S U L T S This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, EPS, free cash flow, and organic rev

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PREST

Prestige Consumer Healthcare Inc. Condensed Consolidated Statements of Income and Comprehensive Income Three Months Ended September 30, Six Months Ended September 30, (In thousands, except per share data) 2020 2019 2020 2019 Total Revenues $ 237,422

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Fiscal 2021 Second Quarter Results •Revenue was $237.4 Million in Second Quarter Fiscal 2021, Approximately Flat to Prior Year •Diluted EPS of $0.88 in Second Quarter Fiscal 2021; Non-GAAP Adjusted Diluted EPS of $0.78 up 15% from Prior Year Q2 Non-GAAP Adjusted Diluted EPS •Debt Paydown of $74 million in Second Quarter Fiscal 2021 •Provides F

Exhibit 99.2 Second Quarter FY 2021 Results November 5th, 2020 Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regar

exhibit992pbhinvestorsec Exhibit 99.2 Second Quarter FY 2021 Results November 5th, 2020 Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, EPS, and free cash flow; the Company’s ability to adap

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): November 5, 2020 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Com

Prestige Consumer Healthcare Inc. Condensed Consolidated Statements of Income and Comprehensive Income Three Months Ended June 30, (In thousands, except per share data) 2020 2019 Total Revenues $ 229,394 $ 232,154 Cost of Sales Cost of sales excludin

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Fiscal 2021 First Quarter Results •Revenue was $229.4 Million in First Quarter Fiscal 2021, Down 0.6% from Prior Year Q1 Excluding Unfavorable Foreign Currency •Diluted EPS of $0.86 in First Quarter Fiscal 2021, up 32% from Prior Year Q1 •Generated Cash from Operations of $75.2 Million and Non-GAAP Free Cash Flow of $72.6 Million in First Quar

Quarterly Report - 10-Q


 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PRESTIGE

Exhibit 99.2 First Quarter FY 2021 Results August 6th, 2020 Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regardin

exhibit992pbhinvestorfir Exhibit 99.2 First Quarter FY 2021 Results August 6th, 2020 Safe Harbor Disclosure This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, EPS, G&A and free cash flow; the Company’s ability to ada

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 6, 2020 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Commi

- FORM S-8

As filed with the Securities and Exchange Commission on August 4, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

filed as Appendix A to the Company’s Proxy Statement on Schedule 14A filed on June 29, 2020

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid

Subsidiaries of the Registrant.*

Exhibit 21.1 SUBSIDIARIES LIST Direct and Indirect Subsidiaries of Prestige Consumer Healthcare Inc. Name Jurisdiction of Incorporated/Organization Blacksmith Brands, Inc. Delaware C.B. Fleet TopCo, LLC Delaware C.B. Fleet HoldCo, LLC Delaware C.B. Fleet, LLC Delaware C.B. Fleet Company, Incorporated Virginia C.B. Fleet Investment Corporation Delaware C.B. Fleet, International, Inc. Virginia C.B.

AIA Document A141™-2014, Standard Form of Agreement, dated July 1, 2018, by and between C.B. Fleet Company, Incorporated, including its affiliates, subsidiaries, officers, directors, employees and agents and CRB Builders, LLC, including its affiliates, subsidiaries, officers, directors, employees and agents, as amended by Exhibit A Design-Build Amendment, dated March 16, 2020.

exhibit1034to202010k [***] Certain identified information has been excluded from this exhibit because it is Exhibit 10.

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-32433 PRESTIGE CONSUMER

Prestige Consumer Healthcare Inc. Consolidated Statement of Income (Loss) and Comprehensive Income (Loss) Three Months Ended March 31, Year Ended March 31, (In thousands, except per share data) 2020 2019 2020 2019 Revenues Net sales $ 251,207 $ 240,9

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Fiscal 2020 Fourth Quarter and Full-Year Results •Revenue was $251.2 Million in Q4 and $963.0 Million in Full-Year Fiscal 2020 •Organic Revenue Grew 4.6% in Q4 and 1.3% in Fiscal 2020 •Generated Cash from Operations of $217.1 Million and Adjusted Free Cash Flow of $206.8 Million in Full-Year Fiscal 2020 •Net Debt Reduction of $135.2M in FY20;

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 7, 2020 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Commissi

Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenue grow

exhibit992pbhinvestorfou Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenue growth and free cash flow conversion; the Company’s ability to adapt to the current changing environment, including ensuring the

PBH / Prestige Brands Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Prestige Consumer Healthcare Inc Title of Class of Securities: Common Stock CUSIP Number: 74112D101 Date of Event Which Requires Filing of this Statement: March 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule

Prestige Consumer Healthcare Inc. Announces New $25 Million Share Repurchase Program, Participation in the Raymond James Institutional Investors Conference

Exhibit 99.1 Prestige Consumer Healthcare Inc. Announces New $25 Million Share Repurchase Program, Participation in the Raymond James Institutional Investors Conference TARRYTOWN, N.Y.-(GLOBE NEWSWIRE)—March 2, 2020- Prestige Consumer Healthcare Inc. (NYSE:PBH) today announced that the Company’s Board of Directors authorized the repurchase of up to $25.0 million of the Company’s issued and outstan

Financial Statements and Exhibits, Other Events

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): March 2, 2020 PRESTIGE CONSUMER HEALTHCARE INC. (Exact name of registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorporation or o

PBH / Prestige Brands Holdings, Inc. / Arrowpoint Asset Management, LLC - SCHEDULE 13G HOLDINGS REPORT AMENDMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

PBH / Prestige Brands Holdings, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PRESTIGE CONSUMER HEALTHCARE (Name of Issuer) Common Stock (Title of Class of Securities) 74112D101 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

PBH / Prestige Brands Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Prestige Consumer Healthcare Inc Title of Class of Securities: Common Stock CUSIP Number: 74112D101 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedu

Prestige Consumer Healthcare Inc. Condensed Consolidated Statements of Income and Comprehensive Income Three Months Ended December 31, Nine Months Ended December 31, (In thousands, except per share data) 2019 2018 2019 2018 Total revenues $ 241,552 $

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Fiscal 2020 Third Quarter and Year-to-Date Results •Revenue $241.6 Million in Q3 Fiscal 2020; Organic Revenue up 0.5% versus Prior Year Q3 •GAAP Diluted EPS of $0.75 in Q3 Fiscal 2020; Adjusted EPS of $0.81, Up 11% Versus Prior Year Q3 •Year-to-date Cash Flow From Operations of $161.0 Million; Non-GAAP Free Cash Flow of $154.3 Million •Raising

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 6, 2020 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Com

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PRESTI

Exhibit 99.2 Prestige Consume; HEALTHCARE Third �uorter FY 2020 Results February 6th, 2020 a>== :' #,' NON-O'IIOWSY "� ,· i>rmnarnine'; --OROltSY Dramam1ne----CD - tDi·i!iii"·/llirnam'frii�e This presentation contains certain “forward-looking” statem

exhibit992pbhfy20xq3 Exhibit 99.2 Prestige Consume; HEALTHCARE Third �uorter FY 2020 Results February 6th, 2020 a>== :' #,' NON-O'IIOWSY "� ,· i>rmnarnine'; -OROltSY Dramam1ne-CD - tDi·i!iii"·/llirnam'frii�e This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 13, 2020 PRESTIGE CONSUMER HEALTHCARE INC. (Exact name of registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorporation o

ICR Conference January 13 th , 2020

Exhibit 99.1 ICR Conference January 13 th , 2020 ICR Conference 2020 2 Safe Harbor Disclosure This presentation contains certain “forward - looking” statements within the meaning of the Private Securities Litigation Reform A ct of 1995, such as statements regarding the Company’s expected financial performance, including revenues, organic growth, adjusted EPS, and adju ste d free cash flow; the mar

filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 12, 2019

Exhibit 10.1 Execution Version AMENDMENT NO. 7 This Amendment No. 7 (this “Amendment”), dated as of December 11, 2019, is entered into among Prestige Brands, Inc., a Delaware corporation (“Borrower”), Prestige Consumer Healthcare Inc. (f/k/a Prestige Brands Holdings, Inc.), a Delaware corporation (“Holdings”), the Subsidiaries of the Borrower identified as “Guarantors” on the signature pages heret

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 11, 2019 PRESTIGE CONSUMER HEALTHCARE INC. (Exact name of registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorporation

PBH / Prestige Brands Holdings, Inc. / JP Morgan Chase & Co - FILING PRESTIGE CONSUMER HEALTHCARE INC. Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* PRESTIGE CONSUMER HEALTHCARE INC. (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) 74112D101 (CUSIP Number) November 29, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropria

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 2, 2019 PRESTIGE CONSUMER HEALTHCARE INC. (Exact name of registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorporation o

filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 2, 2019

Exhibit 4.1 INDENTURE Dated as of December 2, 2019 Among PRESTIGE BRANDS, INC., as the Issuer, the Guarantors from time to time party hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee 5.125% SENIOR NOTES DUE 2028 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions 1 Section 1.02. Other Definitions 35 Section 1.03. RESERVED 35 Section 1.04. Rule

Fiscal 2020 Full-Year Outlook Revenue(1) $947 to $957 million Organic Growth Percentage* Approximately Flat Adjusted E.P.S.* $2.76 to $2.83 Adjusted Free Cash Flow* $200 million or more hh

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Fiscal 2020 Second Quarter and Year-to-Date Results • Revenue $238.1 Million in Q2 Fiscal 2020; Organic Revenue Flat • GAAP Diluted EPS of $0.65 in Q2 Fiscal 2020; Adjusted EPS of $0.68, Up 5% Versus Prior Year Q2 • Cash Flow From Operations of $50.2 Million; Non-GAAP Free Cash Flow of $47.2 Million in Q2 • Reduced Debt by $46 Million and Comp

Exhibit 99.2 Prestige Consume; HEALTHCARE Second �uorter FY 2020 Results October 31st, 2019 a>s= NO,f.!)ROWSY Driiiiiain --tlROWSY DiiiilamHlE-----a, =- iDhliii·amamffi'\fjji�e This presentation contains certain “forward-looking” statements within th

exhibit992investorpresen Exhibit 99.2 Prestige Consume; HEALTHCARE Second �uorter FY 2020 Results October 31st, 2019 a>s= NO,f.!)ROWSY Driiiiiain -tlROWSY DiiiilamHlE-a, =- iDhliii·amamffi'\fjji�e This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial p

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 31, 2019 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Com

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PREST

PBH / Prestige Brands Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Prestige Consumer Healthcare Inc Title of Class of Securities: Common Stock CUSIP Number: 74112D101 Date of Event Which Requires Filing of this Statement: August 30, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule

Fiscal 2020 Full-Year Outlook Revenue $951 to $961 million Organic Growth Percentage* Approximately Flat Adjusted E.P.S.* $2.76 to $2.83 Adjusted Free Cash Flow* $200 million or more

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Fiscal 2020 First Quarter Results • Revenue $232.2 Million in Q1 Fiscal 2020; Organic Revenue Flat as Expected • EPS of $0.65 in Q1 Fiscal 2020 • Cash Flow From Operations of $52.8 Million in Q1; Non-GAAP Free Cash Flow of $50.8 Million • Reduced Debt by $20 Million and Repurchased Approximately $30 million Shares in Q1 Fiscal 2020 • Reaffirmi

Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, or

exhibit992investorpresen Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, organic growth, adjusted EPS, and adjusted free cash flow; the market position, expected growth and consumption trends for the

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 1, 2019 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Commi

filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2019

exhibit101geodisredacted Execution Copy MASTER LOGISTICS SERVICES AGREEMENT This Master Logistics Services Agreement (the “ MSA ”) is entered into on May 13, 2019 (the “Effective Date ”) by and between Prestige Brands, Inc.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PRESTIGE C

PBH / Prestige Brands Holdings, Inc. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of

PBH / Prestige Brands Holdings, Inc. S-8 POS S-8 POS

As filed with the Securities and Exchange Commission on May 15, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

PBH / Prestige Brands Holdings, Inc. S-8 POS S-8 POS

As filed with the Securities and Exchange Commission on May 15, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-32433 PRESTIGE CONSUMER

Subsidiaries of the Registrant

Exhibit 21 SUBSIDIARIES LIST Direct and Indirect Subsidiaries of Prestige Consumer Healthcare Inc.

filed as Exhibit 4.9 to the Company's Annual Report on Form 10-K filed with the SEC on May 13, 2019

Exhibit 4.9 Description of Prestige Consumer Healthcare Inc. Securities All references to “Prestige,” “Company,” “we,” “us,” and “our” refer to Prestige Consumer Healthcare Inc. Our total amount of authorized capital stock is 250,000,000 shares of common stock, $0.01 par value per share, and 5,000,000 shares of preferred stock, $0.01 par value per share. The discussion set forth below describes th

Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, or

exhibit992prestigebrands Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenues, organic growth, adjusted EPS, and adjusted free cash flow; the market position, expected growth and consumption trends for the

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): May 9, 2019 PRESTIGE CONSUMER HEALTHCARE INC. (Exact name of registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorporation) (Comm

Fiscal 2020 Full-Year Outlook Revenue $951 to $961 million Organic Growth Percentage* Approximately Flat E.P.S. $2.76 to $2.83 Free Cash Flow* $200 million or more

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Fiscal 2019 Fourth Quarter and Full-Year Results • Revenue was $241.0 Million in Q4 and $975.8 Million in Full-Year Fiscal 2019 • Organic Revenue Grew 3.2% in Q4 and 0.1% in Fiscal 2019 • Reduced Debt by $200 Million and Repurchased $50 Million of Shares in Fiscal 2019 • Board of Directors Authorizes New $50 Million Share Repurchase Program TA

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 27, 2019 PRESTIGE CONSUMER HEALTHCARE INC. (Exact name of registrant as specified in charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorporation) (Commi

PBH / Prestige Brands Holdings, Inc. / MANOR ROAD CAPITAL PARTNERS, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

PBH / Prestige Brands Holdings, Inc. / Arrowpoint Asset Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

PBH / Prestige Brands Holdings, Inc. / VANGUARD GROUP INC Passive Investment

prestigeconsumerhealthcarein.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8 )* Name of issuer: Prestige Consumer Healthcare Inc Title of Class of Securities: Common Stock CUSIP Number: 74112D101 Date of Event Which Requires Filing of this Statement: December 31, 2018

PBH / Prestige Brands Holdings, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PRESTIGE CONSUMER HEALTHCARE (Name of Issuer) Common Stock (Title of Class of Securities) 74112D101 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Fiscal 2019 Full-Year Outlook Revenue $970 to $975 million Organic Growth Percentage* Flat to 0.5% Adjusted E.P.S.* $2.75 to $2.78 Adjusted Free Cash Flow* $200 million or more

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Fiscal 2019 Third Quarter Results • Revenue was $241.4 Million in Q3 Fiscal 2019 as Previously Announced • GAAP Diluted EPS of $0.73 in Q3 • Reduced Debt by $55 Million in Q3 and $155 Million Year-to-Date From Cash Generation and Divestiture Proceeds TARRYTOWN, N.Y.-(GLOBE NEWSWIRE)-February 7, 2019- Prestige Consumer Healthcare Inc. (NYSE:PBH

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8-kpressreleasedecember31.htm 8-K 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): February 7, 2019 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or

Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenue grow

exhibit992prestigebrands Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenue growth, organic growth, adjusted EPS, and adjusted free cash flow; the Company’s ability to de-lever; the availability of M&A opp

Amended 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 February 7, 2019).

exhibit32redlinepbhbylaw Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PRESTIGE CONSUMER HEALTHCARE INC. A DELAWARE CORPORATION (Adopted as of June 24, 2004; Amended and Restated as of August 17October 29, 2018) ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office of Prestige Consumer Healthcare Inc. (the “CORPORATION”) in the State of Delaware shall be located at 160 Greentree Drive

PBH / Prestige Brands Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 14, 2019 PRESTIGE CONSUMER HEALTHCARE INC. (Exact name of registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorporation)

ICR Conference January 14 th , 2019

Exhibit 99.2 ICR Conference January 14 th , 2019 ICR Conference, January 2019 2 Safe Harbor Disclosure This presentation contains certain “forward - looking” statements within the meaning of the Private Securities Litigation Reform A ct of 1995, such as statements regarding the Company’s expected financial performance, including revenue growth, adjusted EPS, and adjusted free cas h flow; the marke

Prestige Consumer Healthcare Inc. Updates Third Quarter and Fiscal 2019 Guidance; Announces Participation in the 21

Exhibit 99.1 Prestige Consumer Healthcare Inc. Updates Third Quarter and Fiscal 2019 Guidance; Announces Participation in the 21st Annual ICR Conference TARRYTOWN, N.Y.-(GLOBE NEWSWIRE)-Jan. 14, 2019- Prestige Consumer Healthcare Inc. (NYSE:PBH) today updated its guidance for the third quarter and full-year fiscal 2019 in anticipation of its presentation in the 2019 ICR conference today at 10:30 a

PBH / Prestige Brands Holdings, Inc. / JP Morgan Chase & Co - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* PRESTIGE CONSUMER HEALTHCARE INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 74112D101 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropr

Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenue grow

exhibit992prestigebrands Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenue growth, organic revenue growth, online sales revenue, adjusted EPS, and adjusted free cash flow; the market position and consumpt

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 1, 2018 PRESTIGE CONSUMER HEALTHCARE INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-32433 20-1297589 (State or Other Jurisdiction of Incorporation) (Com

Fiscal 2019 Full-Year Outlook Revenue $985 to $995 million Organic Growth Percentage* 0.5% to 1.5% Adjusted E.P.S.* $2.84 to $2.92 Adjusted Free Cash Flow* $205 million or more

Exhibit 99.1 Prestige Consumer Healthcare Inc. Reports Fiscal 2019 Second Quarter Results • Revenue was $239.4 Million in Q2 Fiscal 2019; Organic Revenue Growth of 1.6% Excluding Household Cleaning Divestiture • GAAP Diluted EPS Increased 4% to $0.59 in Q2; Adjusted EPS Increased 7% to $0.65 • Reduced Debt by $100 Million From Cash Generation and Divestiture Proceeds • Reaffirming Previously Issue

Amended 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 February 7, 2019)

As Adopted on October 29, 2018 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PRESTIGE CONSUMER HEALTHCARE INC. A DELAWARE CORPORATION (Adopted as of June 24, 2004; Amended and Restated as of October 29, 2018) ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office of Prestige Consumer Healthcare Inc. (the “CORPORATION”) in the State of Delaware shall be located at 160 Greentree Drive, S

filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on November 1, 2018

Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN 1.Establishment; Purpose. (a) Establishment. Prestige Consumer Healthcare Inc. (the “Company”) originally adopted this Prestige Consumer Healthcare Inc. Executive Severance Plan (formerly known as the Prestige Brands Holdings, Inc. Executive Severance Plan (the “Plan”)) effective as of November 1, 2017, and hereby amends and restates the P

PBH / Prestige Brands Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433

Amendment 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).

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRESTIGE BRANDS HOLDINGS, INC. Prestige Brands Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: 1. That on July 31, 2018, the Board of Directors of the Corporation adopted resolutio

Amended and Restated Bylaws of Prestige Consumer Healthcare Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF PRESTIGE CONSUMER HEALTHCARE INC. A DELAWARE CORPORATION (Adopted as of June 24, 2004; Amended and Restated as of [], 2018) ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The registered office of Prestige Consumer Healthcare Inc. (the “CORPORATION”) in the State of Delaware shall be located at 160 Greentree Drive, Suite 101, in the City of Dover, County

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8-kpressreleasejune302018.htm 8-K 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 31, 2018 PRESTIGE BRANDS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or ot

Fiscal 2019 Full-Year Outlook Revenue $985 to $995 million Organic Growth Percentage* 0.5% to 1.5% Adjusted E.P.S.* $2.84 to $2.92 Adjusted Free Cash Flow* $205 million or more

Prestige Brands Holdings, Inc. Reports Fiscal 2019 First Quarter Results; Announces Name Change to Prestige Consumer Healthcare, Inc. • Revenue was $254.0 Million in Q1 Fiscal 2019, In-Line with Previously Announced Expectation • GAAP EPS Increased 3% to $0.65; Adjusted EPS Increased 3% to $0.68 • Cash Flow From Operations Increased to $55.9 Million in Q1; Adjusted Free Cash Flow of $53.6 Million

Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenue grow

exhibit992pbhfy19q1 Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenue growth, adjusted EPS, and adjusted free cash flow; the market position and consumption trends for the Company’s brands; the Company’s

filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2018

EXECUTION COPY Exhibit 10.1 ASSET PURCHASE AGREEMENT BY AND AMONG KIK INTERNATIONAL LLC, PRESTIGE BRANDS INTERNATIONAL, INC., THE SPIC AND SPAN COMPANY, SOLELY FOR PURPOSES OF SECTION 8.12 AND ARTICLE 9, MEDTECH HOLDINGS, INC., AND SOLELY FOR PURPOSES OF SECTION 8.8, SECTION 8.11, SECTION 8.13 AND ARTICLE 9, PRESTIGE BRANDS HOLDINGS, INC. JULY 2, 2018 USACTIVE-141110256.21 TABLE OF CONTENTS Page 1

PBH / Prestige Brands Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PRES

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 2, 2018 PRESTIGE BRANDS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorporation) (Commis

Prestige Brands Holdings, Inc. Announces Strategic Sale of Household Cleaning Business

Exhibit 99.1 Prestige Brands Holdings, Inc. Announces Strategic Sale of Household Cleaning Business · Transaction Focuses the Company on its Portfolio of Leading Consumer Healthcare Brands · Proceeds Will be Used to Further Reduce Debt · Company Announces First Quarter Earnings Release Date and Expects to Provide 2019 Outlook Update to Reflect Sale of Household Cleaning at That Time TARRYTOWN, N.Y

PBH / Prestige Brands Holdings, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, For Use of

William Blair Growth Stock Conference 2 Safe Harbor Disclosure This presentation contains certain “forward - looking” statements within the meaning of the Private Securities Litigation Reform A ct of 1995, such as statements regarding the Company’s e

William Blair Growth Stock Conference June 13, 2018 Exhibit 99.1 William Blair Growth Stock Conference 2 Safe Harbor Disclosure This presentation contains certain “forward - looking” statements within the meaning of the Private Securities Litigation Reform A ct of 1995, such as statements regarding the Company’s expected financial performance, including revenue growth, adjusted EPS, and adjusted f

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 13, 2018 PRESTIGE BRANDS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorporation) (Commi

Subsidiaries of the Registrant.*

Exhibit 21 SUBSIDIARIES LIST Direct and Indirect Subsidiaries of Prestige Brands Holdings, Inc.

PBH / Prestige Brands Holdings, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-32433 PRESTIGE BRANDS H

Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenue grow

exhibit992prestigebrands Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenue growth, adjusted EPS, and adjusted free cash flow; the Company’s expected leverage and ability to de-lever; the market position,

Fiscal 2019 Full-Year Outlook Revenues $1,046 to $1,056 million Revenue Growth Percentage 0.5% to 1.5% E.P.S. $2.96 to $3.04 Free Cash Flow $215 million or more

Exhibit 99.1 Prestige Brands Holdings, Inc. Reports Fiscal 2018 Fourth Quarter and Full Year Results; Provides Fiscal 2019 Outlook • Reported Revenue Increased 6.4% to $256.0 Million and 18.0% to $1,041.2 Million in Q4 and Fiscal 2018, Respectively • Revenue Growth of 2.4% and 1.7%, Pro-forma for Fleet, in Q4 and Fiscal 2018, Respectively • GAAP Diluted EPS of $6.34 and Adjusted EPS of $2.58 in Fi

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): May 10, 2018 PRESTIGE BRANDS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorporation) (Commis

filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on March 21, 2018

EX-4.1 2 tv489062ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 THIRD SUPPLEMENTAL INDENTURE Supplemental Indenture (this “Supplemental Indenture”), dated as of March 21, 2018, by and among Prestige Brands, Inc., a Delaware corporation (the “Issuer”), the guarantors party hereto (the “Guarantors”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”). W I T N E S S E T

filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 21, 2018

Exhibit 10.1 Execution Version AMENDMENT NO. 5 AMENDMENT NO. 5, dated as of March 21, 2018 (this “Amendment”), to the Credit Agreement dated as of January 31, 2012 (as amended by Amendment No. 1, dated as of February 21, 2013, by Amendment No. 2, dated as of September 3, 2014, Amendment No. 3 dated as of May 8, 2015, Amendment No. 4 dated as of January 26, 2017 and as further amended, supplemented

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 21, 2018 PRESTIGE BRANDS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorporation) (Comm

PBH / Prestige Brands Holdings, Inc. / MANOR ROAD CAPITAL PARTNERS, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

PBH / Prestige Brands Holdings, Inc. / VANGUARD GROUP INC Passive Investment

prestigebrandsholdingsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7 )* Name of issuer: Prestige Brands Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 74112D101 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check t

PBH / Prestige Brands Holdings, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* PRESTIGE BRANDS HOLDINGS INC (Name of Issuer) Common Stock (Title of Class of Securities) 74112D101 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Fiscal 2018 Full-Year Outlook Revenue Growth 18% Adjusted E.P.S.* $2.58 Adjusted Free Cash Flow* $205 million or more

Exhibit Exhibit 99.1 Prestige Brands Holdings, Inc. Reports Fiscal 2018 Third Quarter Results ? Revenue Increased 24.8% to $270.6 Million in Q3 Fiscal 2018; Year to Date Revenues up 22.4% to $785.2 Million ? GAAP Diluted EPS, Including Gain from Recent Tax Legislation, of $5.88 in Q3 Fiscal 2018; Adjusted EPS of $0.70 ? Cash Flow From Operations Increased to $155.7 Million Year to Date; Debt Pay D

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): February 1, 2018 PRESTIGE BRANDS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorpora

Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenue grow

exhibit992prestigebrands Exhibit 99.2 This presentation contains certain ?forward-looking? statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company?s expected financial performance, including revenue growth, adjusted EPS, and adjusted free cash flow; the Company?s ability to de-lever; the availability of M&A opportunities; the

PBH / Prestige Brands Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433

Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenue grow

exhibit992prestigebrands Exhibit 99.2 This presentation contains certain ?forward-looking? statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company?s expected financial performance, including revenue growth, adjusted EPS, and adjusted free cash flow; the Company?s expected leverage and ability to de-lever; the market position a

Executive Severance Plan

Exhibit Exhibit 10.1 EXECUTIVE SEVERANCE PLAN 1. Establishment; Purpose. (a) Establishment . Prestige Brands Holdings, Inc. (the ? Company ?) hereby establishes the Prestige Brands Holdings, Inc. Executive Severance Plan (the ? Plan ?), as set forth in this document, effective as of November 1, 2017 (the ? Effective Date ?). (b) Purpose . The Plan is designed to provide for financial protection to

Fiscal 2018 Full-Year Outlook Revenue Growth 18% to 20% Adjusted E.P.S.* $2.58 to $2.68 Adjusted Free Cash Flow* $205 million or more

Exhibit Exhibit 99.1 Prestige Brands Holdings, Inc. Reports Fiscal 2018 Second Quarter Results; Reaffirms Fiscal 2018 Outlook ? Revenue Increased 20.0% to $258.0 Million in Q2 Fiscal 2018; First Half Revenues up 21.2% to $514.6 Million ? Q2 Consumption Trends Consistent with Expectations; Results Impacted by Timing of Customer Deliveries at Quarter-end ? Cash Flow From Operations Increased to $54.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): November 2, 2017 PRESTIGE BRANDS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433

filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the SEC on November 2, 2017

Exhibit 10.1 THIS SECOND AMENDMENT TO LEASE dated as of September 13, 2017, made by and between GHP 660 LLC successor-in-interest to RA 660 White Plains Road, LLC, having its principal place of business c/o GHP Office Realty, LLC, Four West Red Oak Lane, White Plains, New York 10604 (hereinafter called ?Landlord?), and PRESTIGE BRANDS, INC., having an address at 660 White Plains Road, Tarrytown, N

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): August 3, 2017 PRESTIGE BRANDS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorporati

Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenue grow

exhibit992pbhfy18q1 Exhibit 99.2 This presentation contains certain ?forward-looking? statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company?s expected financial performance, including revenue growth, adjusted EPS, and adjusted free cash flow; the Company?s expected leverage; the Company?s focus on brand-building, supply chai

Fiscal 2018 Full-Year Outlook Revenue Growth 18% to 20% Adjusted E.P.S.* $2.58 to $2.68 Adjusted Free Cash Flow* $205 million or more

Exhibit Exhibit 99.1 Prestige Brands Holdings, Inc. Reports Fiscal 2018 First Quarter Results; Reaffirms Fiscal 2018 Outlook ? Revenue Increased 22.4% to $256.6 Million in Q1 Fiscal 2018; Revenue Growth of 3.0% Pro-forma for Fleet ? Adjusted EPS Increased 12% to $0.66; GAAP Q1 Diluted EPS of $0.63 ? Cash Flow From Operations Increased to $54.1 Million in Q1; Adjusted Free Cash Flow of $56.5 Millio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-32433 PRES

Prestige Brands Holdings DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of

SUBSIDIARIES LIST Direct and Indirect Subsidiaries of Prestige Brands Holdings, Inc.

Exhibit 21 SUBSIDIARIES LIST Direct and Indirect Subsidiaries of Prestige Brands Holdings, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-32433 PRESTIGE BRANDS H

filed as Exhibit 10.31 to the Company's Annual Report on Form 10-K filed with the SEC on May 17, 2017

Exhibit 10.31 PRESTIGE BRANDS HOLDINGS, INC. 2005 LONG-TERM EQUITY INCENTIVE PLAN AWARD AGREEMENT FOR RESTRICTED STOCK UNITS THIS AWARD AGREEMENT (the "Agreement") is made and entered into effective as of , 20, by and between PRESTIGE BRANDS HOLDINGS, INC., a Delaware corporation (the "Company"), and (the "Participant"), pursuant to the Prestige Brands Holdings, Inc. 2005 Long-Term Equity Incentiv

filed as Exhibit 10.30 to the Company's Annual Report on Form 10-K filed with the SEC on May 17, 2017

Exhibit 10.30 PRESTIGE BRANDS HOLDINGS, INC. EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT THIS OPTION AGREEMENT, made and entered into as of the day of , 20 (the ?Effective Date?), between PRESTIGE BRANDS HOLDINGS, INC., a Delaware corporation (the ?Company?), and , an employee of the Company or of a subsidiary of the Company (the ?Employee?). WHEREAS, the Company desires, by affording the Employe

filed as Exhibit 10.32 to the Company's Annual Report on Form 10-K filed with the SEC on May 17, 2017

Exhibit 10.32 PRESTIGE BRANDS HOLDINGS, INC. 2005 LONG-TERM EQUITY INCENTIVE PLAN AWARD AGREEMENT FOR PERFORMANCE UNITS THIS AWARD AGREEMENT (the ?Agreement?) is made and entered into effective as of , 2017 by and between PRESTIGE BRANDS HOLDINGS, INC., a Delaware corporation (the ?Company?), and (the ?Participant?), pursuant to the Prestige Brands Holdings, Inc. 2005 Long-Term Equity Incentive Pl

Fiscal 2018 Full-Year Outlook Revenue Growth 18 to 20% Adjusted E.P.S.* $2.58 to $2.68 Adjusted Free Cash Flow* $205 million or more

Exhibit Exhibit 99.1 Prestige Brands Holdings, Inc. Reports Fiscal 2017 Fourth Quarter and Full Year Results; Provides Fiscal 2018 Outlook ? Reported revenue increased 15.8% to $240.7 million and 9.4% to $882.1 million in Q4 and fiscal 2017, respectively. ? Generated $147.8 million in fiscal 2017 GAAP net cash provided by operating activities and adjusted non-GAAP free cash flow of $196.0 million.

Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenue grow

exhibit992prestigebrands Exhibit 99.2 This presentation contains certain ?forward-looking? statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company?s expected financial performance, including revenue growth, organic growth, adjusted EPS, adjusted free cash flow, and adjusted EBITDA; the Company?s expected leverage; the Company?

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): May 11, 2017 PRESTIGE BRANDS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorporation

Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2017 PRESTIGE BRANDS HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorpo

Exhibit 99.1

exhibit991cbfleettopcoco Exhibit 99.1

Prestige Brands Holdings, Inc. Pro-Forma Condensed Combined Financial Statements

Exhibit Exhibit 99.2 Prestige Brands Holdings, Inc. Pro-Forma Condensed Combined Financial Statements (Unaudited) On January 26, 2017, Prestige Brands Holdings, Inc. (referred to herein as "Prestige", the "Company" or "we", which reference shall, unless the context requires otherwise, be deemed to refer to Prestige Brands Holdings, Inc. and all of its direct and indirect 100% owned subsidiaries on

PBH / Prestige Brands Holdings, Inc. / VANGUARD GROUP INC Passive Investment

prestigebrandsholdingsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: Prestige Brands Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 74112D101 Date of Event Which Requires Filing of this Statement: February 28, 2017 Check t

PBH / Prestige Brands Holdings, Inc. / MANOR ROAD CAPITAL PARTNERS, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Prestige Brands Holdings 3G/A (Passive Acquisition of More Than 5% of Shares)

prestigebrandsholdingsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: Prestige Brands Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 74112D101 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check t

PBH / Prestige Brands Holdings, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* PRESTIGE BRANDS HOLDINGS INC (Name of Issuer) Common Stock (Title of Class of Securities) 74112D101 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Exhibit 99.2 This presentation contains certain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company’s expected financial performance, including revenue grow

exhibit992pbhthirdquarte Exhibit 99.2 This presentation contains certain ?forward-looking? statements within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements regarding the Company?s expected financial performance, including revenue growth, adjusted EPS, and adjusted free cash flow; the impact of the Fleet acquisition on revenues; the timing of the Fleet integ

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document 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): February 2, 2017 PRESTIGE BRANDS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-32433 20-1297589 (State or other jurisdiction of incorpora