Lifetime Brands : 2025 Annual Report

Published: 2026-05-14 12:26:11 ET LCUT

Published on 05/14/2026 at 12:26 pm EDT

MIUSA. SABATIER B

Pfaltzgraff. Y E A R & D AY M I S T O

W 1 L T O N A R M E T A L E

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2025 Shareholder Letter

Dear Shareholders,

Along with most of the world, 2025 was, for Lifetime, a year filled with significant macroeconomic and political uncertainty. This created a business environment with significant challenges and the need to react to rapidly changing conditions. While challenging to proactively manage in this environment, Lifetime demonstrated resilience and solid performance, which gives us both confidence in our business model and in our ability to capitalize on what lies ahead.

While our financial results reflected several external disruptions, the actions taken by the executive team throughout the year strengthened our operational foundation, positioning us to enter 2026 with greater flexibility and long-term durability. Central to our progress were actions taken to mitigate the uncertainty created by the U.S. government's widespread implementation of trade tariffs and the corresponding impacts on costs and end-market demand. Lifetime responded with targeted price increases to help offset tariff-related costs, optimized administrative cost efficiencies and eliminated non-essential cost infrastructure without impacting our operational capabilities, and continued execution of our manufacturing diversification strategy to create a more balanced and resilient global production footprint while reducing exposure to evolving trade conditions. Alongside targeted supply-chain investments and AI-driven enhancements, these efforts reinforced our

strategy while supporting sustained long-term value creation. As can be seen in our strong Q4 financial performance, the combination of these actions proved successful at the end of 2025.

Operational Discipline Despite Soft Demand. As we noted in last year's letter, the primary drivers of Lifetime's business remain consumer demand and overall consumer confidence. In 2025, end-market demand was less than we have experienced in recent years. This occurred in combination with a customer-specific interruption and trade-related shipping constraints, driven in part by the staggered and inconsistent implementation of tariffs by the U.S. government, particularly in the first half of the year. These headwinds were impactful; however, they reinforced the strategic priorities we have been implementing across our supply chain and cost structure to anticipate and react to such challenges.

Margin Resilience Through Agile Sourcing. Despite fluctuations in volume, we maintained the integrity of our margin structure through disciplined pricing actions and firm cost management. Building on the progress made in 2024, we demonstrated significant agility throughout our global sourcing network. Our longstanding factory partnerships and flexible sourcing model enabled us to adjust production across regions in response to evolving trade dynamics. This adaptability helped us mitigate cost pressures in a complex environment, and remains a core competitive strength of the business.

Continued Momentum Across Key International Markets. Our Asia-Pacific, Australia, and New Zealand strategy is delivering encouraging results. Following the decision to bring operations in-house, we are seeing meaningful market share gains and broader distribution. In 2025, we refined this strategy to focus on profitability, which proved successful. In Australia, our strategy to expand our sales focus beyond our historical presence with Myer to include additional major retailers such as Amazon, David Jones, and Woolworths has begun to deliver results, as we have grown at Myer while adding these additional customers. As a result, this region is growing. More broadly, our national accounts strategy in the U.K. and Europe is beginning to gain traction as relationships deepen and product listings expand.

End-market conditions in the U.K. remain challenging. A particular challenge has been with Amazon, where there has been a disconnect between our shipments to Amazon (our sales) and their sell-through to the consumer, which has exceeded the shipments we have made to Amazon. We continue to work on solutions to optimize this important channel. In addition, our core independent dining and cook-shop channel continues to contract, driven primarily by store closures rather than competitive share loss. While we had previously anticipated a clear strategic solution for the U.K. business, legal constraints have made that approach challenging. We are actively assessing our options and will provide updates

as our plans are solidified.

Supply Chain and Infrastructure Investments. A major milestone in 2025 was the advancement of our new Hagerstown, Maryland distribution facility, which remains on schedule and below our initial CapEx expectations. As this facility comes online, commencing in the second quarter of 2026 and ramping to full operations through year end, we expect improved logistics efficiency, reduced freight complexity, and a more structurally efficient cost base. The investment reflects the multi-year planning that underpins our broader long-term operational strategy.

Advancing Technology and AI-Enabled Productivity. We also made tangible progress integrating AI-enabled tools across our supply chain, marketing, and operational functions. While adoption is in the early stages, we achieved measurable benefits in the fourth quarter of 2025. Our focus is on practical, high-impact applications, including enhanced forecasting accuracy, improved inventory and replenishment decisions, and increased productivity across daily workflows. Specifically, our AI-enabled tools will be leveraged for labor-intensive tasks such as data entry, decision analysis, and the generation

of creative assets. We expect these enhancements to scale further in 2026 and play an increasingly meaningful role moving forward.

Financial Strength and Strategic Flexibility. 2025 reflected the continuation of a disciplined approach that has guided Lifetime through prior market cycles. We ended the year supported by consistent cashflow generation, a defensive supply chain strategy designed to mitigate tariff-related risk, and a balanced capital allocation framework. We remain committed to maintaining a healthy balance sheet and continue to evaluate selective M&A opportunities that align with our longstanding criteria for strategic fit, margin enhancement, and long-term value creation.

The steps taken over the past year position Lifetime to enter 2026 from a place of greater structural strength and with a more efficient, flexible, and technology-enabled operating foundation. We do so despite the specific disruptions that impacted the prior year and with enhanced confidence in our ability to execute. While the broader demand environment

remains fluid, we believe our operational discipline, supply chain adaptability, infrastructure investments, and technology initiatives provide a clearer and more sustainable path toward improved profitability over time.

I want to thank our employees for their resilience, focus, and commitment throughout a challenging year. Their dedication remains central to Lifetime's progress and performance. I also want to express my appreciation to our shareholders for their continued confidence and support. As we look ahead, Lifetime remains firmly committed to disciplined execution and longterm value creation as we navigate the opportunities before us.

Robert B. Kay

Chief Executive Officer

☒

For the fiscal year ended: December 31, 2025 or

☐

For the transition period from to

Commission file number: 0-19254

(Exact name of registrant as specified in its charter)

Delaware 11-2682486

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

1000 Stewart Avenue, Garden City, New York 11530

(Address of principal executive offices, including Zip Code)

(516) 683-6000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $.01 par value

LCUT

The Nasdaq Global Select Market

(Title of each class)

(Trading Symbol)

(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No

☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐

Non-accelerated filer ☐

Accelerated filer

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of 12,903,955 shares of the voting common equity held by non-affiliates of the registrant as of June 30, 2025, the last day of the registrant's most recently completed second fiscal quarter, was approximately $65,810,171. Directors, executive officers, and trusts controlled by said individuals are considered affiliates for the purpose of this calculation and may not necessarily be considered affiliates for any other purpose.

The number of shares of common stock, par value $0.01 per share, outstanding as of February 28, 2026, was 22,654,207.

DOCUMENTS INCORPORATED BY REFERENCE

Parts of the registrant's definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 are incorporated by reference in Part III of this Annual Report.

LIFETIME BRANDS, INC.

FORM 10-K

TABLE OF CONTENTS

PART I

Item 1.

Business

Item 1A.

Risk Factors

Item 1B.

Unresolved Staff Comments

Item 1C.

Cybersecurity

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

PART II

Item 5.

Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6.

[Reserved]

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures

Item 9B.

Other Information

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Item 11.

Executive Compensation

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accounting Fees and Services

PART IV

Item 15. Exhibits and Financial Statement Schedules 48

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K of Lifetime Brands, Inc. (the "Company" and, unless the context otherwise requires, references to the "Company" shall include its consolidated subsidiaries) contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements include information concerning, among other things, the Company's and its subsidiaries' plans, objectives, goals, strategies, future events, future revenues, performance, capital expenditures, financing needs and other information that is not historical information. Many of these statements appear, in particular, under the headings Business and Management's Discussion and Analysis of Financial Condition and Results of Operations included in Item 1 of Part I and Item 7 of Part II, respectively. When used in this Annual Report on Form 10-K, the words "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," "may," "should," "seeks," "will," "potential" and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, those based on the Company's examination of historical operating trends are based upon the Company's current expectations, projections, and various assumptions. The Company believes there is a reasonable basis for its expectations and assumptions, but there can be no assurance that the Company will realize its expectations or that the Company's assumptions will prove correct.

There are a number of risks and uncertainties that could cause the Company's actual results to differ materially from the forward-looking statements contained in this Annual Report. Important factors that could cause the Company's actual results to differ materially from those expressed as forward-looking statements are set forth in this Annual Report, including the risk factors discussed in Part I, Item 1A under the heading Risk Factors. The timing of certain events and circumstances and known and unknown risks and uncertainties could cause our actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Accordingly, you should not place undue reliance on these forward-looking statements in deciding whether to invest in our securities.

These forward-looking statements are based on information available as of the date of this Annual Report on Form 10-K. Except as may be required by law, the Company undertakes no obligation to publicly update or revise forward-looking statements which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

RISK FACTORS SUMMARY

We are subject to a variety of risks and uncertainties. The following is a summary of the principal risks that we deem material to an investment in our common stock, all of which are more fully described in, and should be read in conjunction with, Item 1A. "Risk Factors" in this Annual Report on Form 10-K.

Macroeconomic risks

The Company's business may be materially adversely affected by market conditions, global and economic conditions and other factors beyond its control.

The Company's results of operations could be negatively impacted by inflation or deflation in supply chain costs, including

raw materials, sourcing, transportation and energy, and other price fluctuations caused by factors beyond its control.

The Company's business may be materially adversely affected by the imposition of duties and tariffs and other trade barriers and retaliatory countermeasures implemented by the U.S. and other governments, as well as continued uncertainties with respect to tariffs and trade policies.

The Company's ability to obtain insurance and the terms of any available insurance coverage could be materially adversely

affected by macroeconomic and company-specific events, as well as the financial condition of insurers.

Liquidity and financial risks

The Company has substantial indebtedness and the highly seasonal nature of the Company's business impacts its borrowing needs.

The Company's failure to meet certain covenants or comply with other requirements of its Debt Agreements (as defined

below) may materially and adversely affect the Company's assets, financial position and cash flows.

The Company's borrowings are subject to interest rate fluctuations and an increase in interest rates could adversely affect the Company's financial results.

The Company's inability to complete future acquisitions or strategic alliances and/or integrate acquired businesses could have

a material adverse effect on the Company's business and results of operations.

Foreign exchange variability and currency controls could materially adversely affect the Company's operating results and financial condition.

The Company's business requires it to maintain large fixed costs that can affect its profitability.

Cost reduction efforts may not be successful and restructuring benefits may not be realized.

If the Company's goodwill or other long-term assets become impaired, the Company will be required to record impairment charges, which may be significant.

The Company's projections of product demand, sales and net income are highly subjective in nature and the Company's

future sales and net income could vary materially from the Company's projections.

Increases in the cost of employee benefits could materially adversely impact the Company's financial results and cash flows.

Customer risks

The Company faces intense competition from other companies worldwide and if the Company is unable to compete successfully, the Company's business, results of operations and financial condition could be materially and adversely affected.

Changes in the Company's customer purchasing practices could materially adversely affect the Company's operating results.

Changes at the Company's large customers, or actions taken by them, and consolidation in the retail industry could materially adversely affect the Company's operating results.

The rapidly changing retail environment could result in the loss of, or a material reduction in, sales to the Company's brick-

and-mortar customers, which could materially adversely affect the Company's business, results of operations, financial condition and cash flows.

Demand for new products and the inability to develop and introduce new competitive products at favorable profit margins

could adversely affect the Company's performance and prospects for future growth.

Supply chain risks

The Company's reliance on international suppliers subjects the Company to regional regulatory, man-made or natural disasters, health epidemics, political or military conflicts, and economic and foreign currency exchange risk that could materially and adversely affect the Company's operating results.

The Company's international trade activity subjects it to transportation risks.

The Company depends on third-party manufacturers to produce the majority of its products, which presents quality control risks to the Company.

The Company's product costs are subject to price fluctuation.

Intellectual property risks

The loss of certain licenses or material changes in royalty rates could materially adversely affect the Company's operating margin and cash flow.

The Company may not be able to adequately establish or protect its intellectual property rights, and the infringement or loss

of the Company's intellectual property rights could harm its business.

If the Company is unable to protect the confidentiality of its proprietary information and know-how, the value of the Company's technology, products and services could be materially adversely affected.

The Company's brands are subject to reputational risks and damage to the Company's brands or reputation could adversely

affect its business.

Operational and regulatory risks

Interruptions in the Company's operations caused by outside forces could cause material losses.

The Company's international operations present special challenges that the Company may not be able to meet, and this could materially and adversely affect the Company's financial results.

The Company operates in a regulated environment that imposes significant compliance requirements. Non-compliance with

these requirements could subject the Company to sanctions and materially adversely affect the Company's business.

New and future laws and regulations governing the Internet and e-commerce could have a material adverse effect on the Company's business, results of operations and financial condition.

A failure in or compromise of the Company's operating systems or infrastructure or those of third parties could disrupt the

Company's business and cause losses.

The Company is subject to cyber security and ransomware risks and may incur increasing costs in efforts to minimize those risks and to comply with regulatory standards.

The rapid development and adoption of artificial intelligence technologies, including AI-driven search tools, may adversely

affect the Company's product visibility, competitive position and results of operations.

The Company sells consumer products which involve an inherent risk of product liability claims.

The Company may incur material costs due to environmental liabilities which could have a material adverse effect on the Company's business, financial condition and results of operations.

The Company's executives and other key employees are critical to the Company's success. The loss of and/or failure to

attract and maintain its highly skilled employees could adversely affect the Company's business.

As a result of the Company's prior acquisition of Filament, Taylor Parent has significant influence over the Company and its interests may conflict with the Company's or those of its stockholders in the future.

WHERE YOU CAN FIND OTHER INFORMATION

The Company is required to file its Annual Reports on Forms 10-K, Quarterly Reports on Forms 10-Q, Current Reports on Form 8-K, and other reports and documents as required from time to time with the United States Securities and Exchange Commission (the "SEC"). The Company also maintains a website at https://http://www.lifetimebrands.com. Information contained on this website is not a part of or incorporated by reference into this Annual Report. The Company makes available on its website the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports as soon as reasonably practicable after these reports are filed with or furnished to the SEC. Users can access these reports free of charge on the Company's website. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding the Company's electronic filings with the SEC at https://http://www.sec.gov.

The Company intends to use its website as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Such disclosures will be included on the Company's website in the 'Investor Relations' section. Accordingly, investors should monitor such portion of the Company's website, in addition to following the Company's press releases, SEC filings and public conference calls and webcasts.

‌PART I

‌Item 1. Business OVERVIEW

The Company is a Delaware corporation, incorporated on December 22, 1983.

The Company designs, sources and sells branded kitchenware, tableware and other home solution products used in the home and markets its products under a number of widely-recognized brand names and trademarks, which are either owned or licensed by the Company or through retailers' private labels and their licensed brands. The Company's products, which are targeted primarily towards consumers purchasing moderately priced kitchenware, tableware and housewares, are sold through virtually every major level of trade. The Company generally markets several lines within each of its product categories under more than one brand. The Company sells its products directly to retailers (who may resell the Company's products through their websites) and, to a lesser extent, to distributors.

The Company also sells a limited selection of its products directly to consumers through its own websites.

The Company's product categories include two categories of products used to prepare, serve and consume foods, Kitchenware (kitchen tools, cutlery, kitchen scales, thermometers, cutting boards, shears, cookware, pantryware, spice racks and bakeware) and Tableware (dinnerware, stemware, flatware and giftware); and one category, Home Solutions, which comprises other products used in the home (thermal beverageware, bath scales, weather and outdoor household products, food storage, neoprene travel products and home décor).

The Company continually evaluates opportunities to expand the reach of its brands and to invest in other companies, both foreign and domestic, that own or license complementary brands.

The Company has a presence in international markets through subsidiaries and affiliate companies that are based outside of the United States. In Europe, the Company operates two wholly-owned subsidiaries to sell the Company's products in the United Kingdom ("U.K.") and countries within the European Union. The brand development and design teams, administrative teams, and distribution for its international operations operate out of a state of the art facility in Aston, England as well as a third-party distribution facility located in Rotterdam, Netherlands.

The Company also has a subsidiary in the People's Republic of China ("China") to supply the Company's products to the Chinese market and subsidiaries based in Hong Kong, Australia and New Zealand to facilitate the sale of its products to the Asia Pacific region and smaller markets elsewhere in the world. The Company has a presence in Canada through a strategic alliance with a Canadian company to distribute many of the Company's products in Canada.

The Company's top brands and their respective product categories as of December 31, 2025 are:

Brand

Licensed/Owned

Product Category

Farberware®

Licensed (1)

Kitchenware

KitchenAid®

Licensed

Kitchenware

Mikasa®

Owned

Tableware and Home Solutions

Taylor®

Owned

Kitchenware and Home Solutions

Pfaltzgraff®

Owned

Kitchenware, Tableware and Home Solutions

Dolly Parton®

Licensed

Kitchenware, Tableware and Home Solutions

Fred® & Friends

Owned

Kitchenware

S'well®

Owned

Home Solutions

Sabatier®

Licensed

Kitchenware

Kamenstein®

Owned

Kitchenware

(1) The Company has a royalty free license to utilize the Farberware® brand, primarily for its kitchenware products, for a term that expires in 2195, subject to earlier termination under certain circumstances.

The Company sources almost all of its products from suppliers located outside the United States, primarily in China. The Company manufactures its sterling silver products at a leased facility in San Germán, Puerto Rico and fills canisters with spices and assembles spice racks at its owned distribution facility in Winchendon, Massachusetts. The Company has manufacturing operations in Mexico to manufacture certain of the Company's products.

BUSINESS SEGMENTS

The Company has two reportable operating segments, U.S. and International. The U.S. segment includes the domestic operations of the Company's business that design, market and distribute its products to retailers, distributors and directly to consumers through retail websites. The International segment consists of certain business operations conducted outside the U.S.

Additional information regarding the Company's reportable segments is included in NOTE 12 - BUSINESS SEGMENTS of the Notes to the consolidated financial statements included in Item 15.

CUSTOMERS

The Company's products are sold globally to a diverse customer base including mass market merchants (such as Walmart Inc. ("Walmart") and Target), specialty stores (such as Williams Sonoma and Dunelm), department stores (such as Macy's, Kohl's and Belk), warehouse clubs (such as Costco Wholesale Corporation ("Costco"), and BJs), grocery stores (such as Publix, Kroger, Meijer, and Fred Meyer), off-price retailers (such as the TJX Companies, Inc. ("TJX") and Ross Stores), dollar channel retailers (such as Dollar General), food service distributors (such as US Foods, Clark Food Service and Jetro), food and beverage outlets (such as Starbucks) and e-commerce retailers and online marketplaces (such as Amazon.com, Inc. ("Amazon")). The Company also does business with independent retailers, including through business-to-business websites aimed at independent retailers.

The Company also operates its own consumer websites that provide information about the Company's products and offer consumers the opportunity to purchase a limited selection of the Company's products directly.

During the years ended December 31, 2025, 2024 and 2023, Walmart accounted for 17%, 19% and 21% of consolidated net sales,

respectively. During the years ended December 31, 2025, 2024 and 2023, sales to Amazon accounted for 12%, 13% and 11% of consolidated net sales, respectively. During the years ended December 31, 2025, 2024 and 2023, sales to Costco accounted for 11% of consolidated net sales, respectively. During the year ended December 31, 2025, sales to TJX accounted for 11% of consolidated net sales. Sales to Amazon and TJX are included in the Company's U.S. and International segments. Sales to Walmart and Costco are included in the Company's U.S. segment. No other customers accounted for 10% or more of the Company's sales during these periods.

DISTRIBUTION

The Company sells its products directly to retailers and, to a lesser extent, to distributors. The Company also sells a limited quantity of the Company's products to individual consumers and smaller retailers through its own websites. The Company operates distribution facilities at the following locations:

Size

Location

(square feet)

Rialto, California

703,000

Robbinsville, New Jersey

700,000

Aston, England

228,000

Winchendon, Massachusetts

175,000

Las Cruces, New Mexico

47,000

Medford, Massachusetts

5,600

Additionally, the Company uses third-party operated distribution facilities to supplement its distribution capacity, including distribution facilities located in Rotterdam, Netherlands, Australia and New Zealand. As of December 31, 2025, the Company occupied 27,000 square feet of the facility located in the Netherlands. The facilities in Australia and New Zealand are contracted based on usage.

SALES AND MARKETING

The Company's sales and marketing staff coordinates directly with its wholesale customers to devise marketing strategies and merchandising concepts and to furnish advice on advertising and product promotion. The Company has developed a range of promotional programs for use in the ordinary course of business to promote sales throughout the year.

The Company's sales and marketing efforts are supported from its principal office and showroom in Garden City, New York, as well as showrooms in New York, New York; Medford, Massachusetts; Atlanta, Georgia; Bentonville, Arkansas; Issaquah, Washington; Pawtucket, Rhode Island; Menomonee Falls, Wisconsin; and Aston, England.

The Company generally collaborates with its largest wholesale customers and in many instances produces specific versions of the Company's product lines with exclusive designs and/or packaging for them.

DESIGN AND INNOVATION

At the heart of the Company is a culture of innovation and new product development. The Company's global in-house design and development teams currently consist of approximately 75 professional designers, artists and engineers. Utilizing the latest available design tools, technology and materials, these teams create new products, redesign existing products and create packaging and merchandising concepts.

SOURCES OF SUPPLY

The Company sources its products from hundreds of suppliers, almost all of which are located outside the United States. While the Company maintains key supplier relationships in China, it actively sources from a diverse global network spanning various countries including, Hong Kong, Taiwan, Japan, Vietnam, Cambodia, Malaysia, Philippines, Bangladesh, India, the United States, Canada, Mexico, the U.K., Portugal, the Netherlands, Turkey, Czech Republic, Germany, Slovakia, and Indonesia. The Company orders products significantly in advance of the anticipated time of their sale by the Company. The Company does not have any formal longterm arrangements with any of its suppliers and its arrangements with most manufacturers allow for flexibility in modifying the quantity, composition and delivery dates of orders.

MANUFACTURING

The Company contracts with third parties to manufacture the vast majority of its products.

The Company manufactures its sterling silver products at a leased manufacturing facility in San Germán, Puerto Rico and fills jars and other containers with spices and assembles spice racks at an owned facility in Winchendon, Massachusetts. The Company has manufacturing operations in Mexico to manufacture certain of the Company's products.

COMPETITION

The markets for kitchenware, tableware and other home solution products used in the home are highly competitive and include numerous domestic and foreign competitors, some of which are larger than the Company. The primary competitive factors in selling such products are innovative products, brand, quality, aesthetic appeal to consumers, packaging, breadth of product line, distribution capability and selling price.

PATENTS AND LICENSES

The Company owns approximately 1,060 design and utility patents. The Company does not believe that the expiration of any of its patents would have a material adverse effect on either of the Company's segments.

The Company holds certain rights to use the Farberware brand for kitchen tools, cutlery, cutting boards, shears and certain other products which together represent a material portion of its sales, through a fully-paid, royalty-free license for a term that expires in 2195, subject to earlier termination under certain circumstances. The Company also holds a license to use the KitchenAid brand for certain products, including products for kitchen tools, cutlery and bakeware, subject to a license agreement that will expire in December 2026. The Company originally entered into a licensing arrangement for use of the KitchenAid brand in 2000, and has renewed the license, typically for three to four year periods, since that time.

HUMAN CAPITAL

The Company seeks to attract, develop and retain qualified employees to support its operations and strategic objectives. At December 31, 2025, the Company had approximately 1,080 full-time employees, of whom approximately 130 were located in Asia Pacific, 160 were located in Europe and 790 were located in the United States and Puerto Rico. The Company also hires seasonal workers at its distribution centers through temporary staffing agencies. None of the Company's employees are represented by a labor union or subject to collective bargaining agreements, except as required by local law.

The Company believes in the importance of the retention, growth and development of our employees. The Company believes it offers competitive compensation and benefits packages to its employees. Further, the Company offers professional development opportunities to eligible employees in order to cultivate talent throughout the Company.

REGULATORY MATTERS

The Company and its affiliates are subject to significant regulation by various governmental, regulatory and other administrative authorities.

As a manufacturer and distributor of consumer products, the Company is subject to the Consumer Products Safety Act in the United States and applicable consumer protection and product safety laws in the United Kingdom, the European Union and other jurisdictions in which it operates. Additionally, laws regulating certain consumer products exist in some cities and states, as well as in other countries in which the Company or its subsidiaries and affiliates sell products.

The Company's spice filling operation and other certain scale products are regulated by the U.S. Food and Drug Administration. The Company's operations are also subject to national, state and local environmental and health and safety laws and regulations,

including those that impose workplace standards and regulate the discharge of pollutants into the environment and establish standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of materials and substances including solid and hazardous wastes.

The Company's international operations are subject to additional risks, including compliance with foreign laws and regulations, value-added and other indirect taxes, import and export duties and tariffs, anti-dumping regulations and trade restrictions.

SEASONALITY

The Company's business and working capital needs are seasonal with a majority of sales occurring in the third and fourth quarters. In 2025, net sales for the third and fourth quarters accounted for 58% of total annual net sales, respectively. In anticipation of the pre-holiday shipping season, inventory levels typically increase primarily in the June through October time period.

‌Item 1A. Risk Factors

The Company's businesses, operations, liquidity and financial condition are subject to various risks. The Company's business, financial condition or results of operation could be materially affected by the risks below or additional risks not presently known to the Company or by risks that the Company presently deems immaterial, such as changes in the economy, disruptions due to terrorist activity or man-made or natural disasters, or changes in law or accounting standards. The risks and uncertainties described below are those that the Company considers material as of the date hereof. We have grouped the risk factors into categories for ease of reading, and without any reflection on the importance of, or likelihood of, any particular category.

Macroeconomic risks

The Company's performance is affected by general economic factors, the strength of retail economies and political conditions that are beyond its control. Retail economies are impacted by factors such as consumer demand and the condition of the retail industry, which in turn, are affected by general economic factors. These general economic factors include, among others:

recession, inflation, deflation, unemployment and other factors adversely affecting consumer spending patterns generally;

government policies, including tax policies relating to value-added taxes, import and export duties and quotas, anti-dumping regulations and related tariffs, import and export controls and social compliance standards;

conditions affecting the retail environment for the home and other matters that influence consumer spending in the home retail industry specifically;

conditions affecting the housing markets;

consumer credit availability and consumer debt levels, including tightening lending standards or increased credit defaults;

material input costs, including fuel and energy costs, freight costs, and labor cost inflation;

foreign currency translation, foreign exchange rate volatility, currency controls, and restrictions on capital movements;

interest rates and the ability to hedge interest rate risks;

the impact of natural disasters, conflicts and terrorist activities;

public health epidemics, such as the COVID-19 pandemic;

uncertainties relating to, and the potential for unfavorable economic conditions in the United States, the U.K., continental Europe, Asia and elsewhere;

political unrest, war, terrorism, geopolitical uncertainties, trade policies and sanctions, including the repercussions of the ongoing conflicts between Russia and the Ukraine, conflicts in the Middle East, and increasing tensions between China and Taiwan (and any broadening of the conflict);

unstable economic and political conditions, lack of legal regulation enforcement, civil unrest and potential accompanying shifts in laws and regulations; and

legislative and regulatory risk.

The occurrence of negative events related to any of the foregoing may adversely impact the Company's results of operations and financial condition.

The Company designs, sources and sells branded kitchenware, tableware and other homeware goods and relies on third parties to manufacture its products who are, in turn, subject to changes in their underlying manufacturing costs. The Company also relies on third parties for transportation and is exposed to fluctuations in freight costs to transport goods as well as the price of fuel and gasoline. These prices may fluctuate based on a number of factors beyond the Company's control, including from fluctuations in raw material costs (including metals, plastics and packaging materials), labor costs at third-party manufacturing facilities, ocean freight and container rates, port congestion, fuel and energy prices and changes in tariffs or duties applicable to imported goods. If the Company is unable to mitigate any cost increases from the foregoing factors through various customer pricing actions and cost reduction initiatives, its financial condition may be adversely affected. Conversely, in the event that there is deflation, the Company

may experience pressure from its customers to reduce prices. There can be no assurance that the Company would be able to reduce its cost base to offset any such price concessions, which could adversely impact its results of operations and cash flows.

A majority of the Company's products are sourced from vendors outside the U.S. During the last several years there have been significant changes to U.S. trade policies, sanctions, legislation, treaties and tariffs, including, but not limited to, trade policies and tariffs affecting products from outside of the U.S. In 2025, the U.S. government introduced new tariff policy on foreign imports into the U.S. which increased tariff rates across most countries and created the possibility for additional new tariffs that may be implemented in the future. In February 2026, the U.S. Supreme Court struck down the tariffs imposed by the U.S. administration, which has indicated that it will seek alternative trade authority in response to the ruling. We cannot predict what additional changes to trade policy will be made by the U.S. administration or Congress, including whether existing tariff policies will be maintained or modified, what products may be subject to such policies, or whether the entry into new bilateral or multilateral trade agreements will occur, nor can we predict the effects that any such changes would have on our business, capital expenditures, and results of operations.

Tariff rates, product classifications and enforcement practices may continue to change with limited notice and may be applied retroactively or expanded to additional product categories. Given the Company's reliance upon non-domestic suppliers, primarily China, any significant changes to the U.S. trade policies (and those of other countries in response) or changes without sufficient notice may cause a material adverse effect on its ability to source products from other countries or significantly increase the costs of obtaining such products, which could result in a material adverse effect on our financial results. The extent and duration of increased tariffs and the resulting impact on general economic conditions and on our business are uncertain and depend on various factors, such as negotiations between the U.S. and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets. Any new or additional tariffs on goods imported to the U.S. from China, Mexico, Canada, or other countries, or products imported into the

European Union or other non-U.S. markets, could also increase the cost of some of our products and reduce our margins. In response to the tariffs imposed in 2025, the Company has negotiated price increases to its U.S. customers, negotiated lower product costs with its foreign suppliers and pursues diversification of its foreign sourced products to countries that are expected to be subject to lower tariffs. The imposition of additional tariffs or other trade barriers could increase our costs in certain markets and may cause our customers to find alternative sourcing or could make it more difficult for us to sell our products in some markets. In addition, increased review by U.S. Customs and Border Protection or other regulatory authorities, including with respect to country-of-origin determinations, supply chain compliance, or sanctions requirements, may result in administrative delays or additional compliance costs. Other countries where we operate or sell our products have changed, and may continue to change, their own policies on trade as well as business and foreign investment in their respective countries. Additionally, it is possible that U.S. policy changes and uncertainty about such changes could increase market volatility and currency exchange rate fluctuations. As a result of these dynamics, we cannot predict the impact to our business of any future changes to the U.S.'s or other countries' trading relationships or the impact of new laws or regulations adopted by the U.S. or other countries.

We are subject to significant risks associated with the trading relationship between the U.S. and China, which is currently characterized by significant uncertainty. In addition to tariffs newly imposed by the U.S. and China, which have fluctuated and remain volatile, and may increase, our costs, there may be additional import, export, tax, or other regulatory changes effected by the U.S. and Chinese governments in the future that could also adversely affect our business and results of operations. For example, in recent years, the Chinese government has implemented new measures that address the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources in the economy. However, a significant portion of productive assets in China are still owned by the Chinese government. The Chinese government continues to play a significant role in regulating industrial development and exercises significant control over China's economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policies, restricting the inflow and outflow of foreign capital and providing preferential treatment to particular industries or companies. Accordingly, our business, financial condition and results of operations may be influenced to a significant degree by economic, political, legal and social conditions in China.

Although some of the measures implemented by the Chinese government to develop and foster economic development and guide the allocation of resources may benefit the overall Chinese economy, these measures may have a negative effect on us. In particular, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are currently applicable to us. In addition, in the past the Chinese government implemented certain measures, including interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity and high rates of inflation in China, which may adversely affect our business, financial condition and results of operations.

The Company is generally not fully insured against all significant losses. For example, the Company is not fully insured against hurricane, earthquake, acts of war, and terrorism related losses, cybersecurity incidents, pandemics, or certain other climate-related events. In addition, certain policies may contain exclusions, sublimits, higher deductibles or self-insured retentions that could limit recoveries. A loss for which the Company is not fully insured or for which insurance proceeds are insufficient or delayed, could have a material adverse effect on the business, financial condition, results of operations and prospects.

Insurance coverage may not continue to be available or may not be available at rates or on terms similar to those presently available to the Company. The Company's ability to obtain insurance and the terms of any available insurance coverage could be materially adversely affected by international, national, state or local events and company-specific events, as well as the financial condition of insurers. If insurance coverage is not available or obtainable on acceptable terms, the Company may be required to pay costs associated with adverse future events.

Liquidity and financial risks

The Company has a substantial amount of indebtedness and is dependent on the availability of its bank loan facilities to finance its liquidity needs. As of December 31, 2025, the Company had $189.1 million of consolidated debt outstanding under a senior secured term loan credit facility and senior secured asset-based revolving credit facility.

The Company's credit agreement, dated as of March 2, 2018 (as amended, the "ABL Agreement") provides for, among other things, a maximum aggregate principal amount of $200.0 million and will mature on August 25, 2027. The Company's loan agreement, dated as of March 2, 2018 (as amended, the "Term Loan"), has a principal amount of $150.0 million, and matures on August 26, 2027. The Term Loan will be repaid in quarterly payments of principal equal to 1.25% of the original aggregate principal amount of the Term Loan, which payments commenced on March 31, 2024. The Term Loan requires the Company to make an annual mandatory prepayment of principal based upon excess cash flow (the "Excess Cash Flow"), if any. Per the Debt Agreements, when the Company makes an Excess Cash Flow payment, the payment is first applied to satisfy the future quarterly required payments in order of maturity. This amount is recorded in the current maturity of the Term Loan on the consolidated balance sheets. At December 31, 2025, borrowings under the Debt Agreements represented approximately 33% of total capital (indebtedness plus stockholders' equity).

In 2018, the Company utilized the proceeds of borrowings under the Debt Agreements (collectively, the ABL Agreement and Term Loan) (i) to repay in full all existing indebtedness for borrowed money under its former credit agreement and (ii) to finance, in part, the acquisition of Filament, the refinancing of certain indebtedness of Filament and its subsidiaries, and the payment of fees and expenses in connection with the foregoing. In 2023, the Term Loan was amended to extend the maturity of $150 million of the Term Loan. The Company may be unable to generate cash sufficient to pay when due the principal of, interest on, or other amounts due with respect to, its indebtedness. In addition, the Company's business is seasonal with a significant amount of its revenue realized during the latter portion of the year. Therefore, the Company's borrowing needs fluctuate widely based upon its seasonal working capital requirements.

The Company's leverage and the effects of seasonal fluctuations in its cash flow, borrowing requirements and ability to borrow could have significant negative consequences on the Company's financial condition and results of operations, including:

impairing the Company's ability to meet the financial covenants, if and when applicable, contained in the Debt Agreements or to generate cash sufficient to pay interest or principal due under its Debt Agreements, which could result in an acceleration of some or all of the Company's outstanding debt;

limiting the Company's ability to borrow money, dispose of assets or sell equity to fund the Company's working capital, capital expenditures, dividend payments, debt service, strategic initiatives or for other obligations or purposes;

limiting the Company's flexibility in planning for, or reacting to, changes in the economy, the markets, regulatory requirements, its operations or business;

limiting the Company's ability to enter into derivative agreements to hedge interest rate and foreign exchange risk;

making the Company more highly leveraged than some of its competitors, which may place the Company at a competitive disadvantage;

making the Company more vulnerable to downturns in the economy or its business;

requiring a substantial portion of the Company's cash flow from operations to make interest payments;

making it more difficult for the Company to satisfy other obligations;

risking credit rating downgrades of the Company, which could increase future debt costs and limit the future availability of debt financing; and

preventing the Company from borrowing additional funds as needed or taking advantage of business opportunities as they arise, pay cash dividends or repurchase common stock.

To the extent the Company incurs additional indebtedness, the risks described above could increase. In addition, the Company's actual cash requirements in the future may be greater than expected. The Company's cash flow from operations may not be sufficient to service its outstanding debt or to repay the outstanding debt as it becomes due, and the Company may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to service or refinance its debt.

The ABL Agreement, under certain circumstances, requires the Company to maintain a certain fixed charge coverage ratio. The Term Loan requires the Company to maintain a maximum Total Net Leverage Ratio of 5.00 to 1.00 as of the last day of its fiscal quarters. As a result of this and other covenants within the Debt Agreements, the Company may be limited in its ability to incur additional debt, make investments or undertake certain other business activities, including restrictions on asset sales, dividends, share repurchases, affiliate transactions and the granting of liens. These requirements could limit the Company's ability to obtain future financing and may prevent the Company from taking advantage of attractive business opportunities. The Company's ability to meet the covenants or requirements in its Debt Agreements may be affected by events beyond the Company's control, and the Company may not be able to satisfy such covenants and requirements. A breach of these covenants or the Company's inability to comply with the restrictions could result in an event of default under the Debt Agreements, which in turn could result in an event of default under the terms of the Company's other indebtedness. Upon the occurrence of an event of default under the Company's Debt Agreements, after the expiration of any grace periods, the Company's lenders could elect to declare all amounts outstanding under the Company's debt arrangements, together with accrued interest, to be immediately due and payable. If this happens, the Company cannot assure that its assets would be sufficient to repay in full the amounts due under the Debt Agreements or the Company's other indebtedness.

The Company's borrowings bear interest at floating rates. An increase in interest rates would adversely affect the Company's profitability. For example, in 2025 interest expense decreased by $2.2 million compared to the prior year as a result of a lower interest rate environment, and lower average outstanding borrowings. To the extent that the Company's access to credit may be restricted because of its own performance, its bank lenders' performances or conditions in the capital markets generally, the Company would not be able to operate normally.

The Company's Receivables Purchase Agreement also depends upon the Secured Overnight Financing rate ("SOFR"), as it is a component of the discount rate applicable to the agreement. If SOFR increases, the Company may not be able to rely on the Receivables Purchase Agreement, which could have a material and adverse effect upon the Company's financial condition, results of operations and cash flows. Changes in benchmark interest rates, including the replacement or modification of SOFR or the application of credit spreads or benchmark adjustments, could further increase financing costs or create uncertainty in the calculation of amounts payable under the Company's debt and receivables facilities. In addition, the Company's ability to access the Receivables Purchase Agreement may depend on the continued eligibility of receivables sold thereunder and the financial condition of the purchasers or other counterparties.

Although the Company may from time to time enter into hedging arrangements to mitigate interest rate risk, such arrangements may not fully offset increases in interest rates and may expose the Company to counterparty risk or additional costs.

The Company has historically achieved growth through acquisitions, investments and joint ventures. The Company seeks acquisition opportunities that complement and expand its operations, some of which are based outside the United States. The Company may not be able to identify and successfully negotiate suitable acquisitions, obtain financing for future acquisitions on satisfactory terms, obtain regulatory approval or otherwise complete acquisitions in the future.

Additionally, the Company may not be able to successfully integrate future acquired businesses into its existing business without substantial costs, delays or other operational or financial difficulties. Potential difficulties the Company may encounter as part of the integration process include the following:

the potential inability to successfully combine businesses in a manner that permits the Company to achieve the cost synergies expected to be achieved as a result of the consummation of the acquisition and other benefits anticipated to result from the acquisition;

the potential inability to integrate acquired companies' products and services;

challenges leveraging the customer information and technology of the two companies;

challenges effectuating the Company's diversification strategy, including challenges achieving revenue growth from sales of each company's products and services to the clients and customers of the other company;

complexities associated with managing the combined businesses, including difficulty addressing possible differences in corporate cultures and management philosophies and the challenge of integrating complex systems, technology, networks, and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, clients, employees, lenders, and other constituencies;

risks associated with locating and entering into agreements with third-party logistics providers to assist in certain locations or to develop strategies to address inventory surges; and

potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition, including contingent liabilities, litigation exposure, tax exposures, environmental matters, compliance deficiencies or indemnification disputes; and

the risk of loss of key employees, customers, suppliers or other business relationships of the acquired business following the transaction.

It is possible that the integration process could result in diversion of the attention of each company's management, which could adversely affect each company's ability to maintain relationships with customers, clients, employees, and other constituencies or the Company's ability to achieve the anticipated benefits of the acquisition, or could reduce each company's operating results or otherwise adversely affect the Company's business and financial results.

The Company's functional currency is the U.S. dollar. Changes in the relation of foreign currencies to the U.S. dollar will affect the Company's sales and profitability and can result in exchange losses because the Company has operations and assets located outside the United States. The Company, especially its foreign subsidiaries and affiliates, transacts business in currencies other than the U.S. dollar, primarily U.K. pounds, and to a lesser degree, Australian dollars, Chinese renminbi, Euros, Hong Kong dollars, New Zealand dollars, Mexican peso and Canadian dollars. Such transactions affect the Company's operating results and financial condition. Foreign operations expose the Company to foreign currency fluctuations, for both transactions and financial reporting translation purposes. In the consolidated financial statements, local currency financial results are translated into U.S. dollars based on the exchange rates prevailing during the reporting periods. During times of a strengthening U.S. dollar, the reported revenues and earnings of the Company's international operations will be reduced because the local currencies will translate into fewer U.S. dollars. As described below, during times of a weakening U.S. dollar, the Company's costs related to the supplies and inventory it sources internationally will increase. Foreign exchange markets have experienced significant volatility in recent periods, and geopolitical tensions, inflation differentials, monetary policy divergence and capital market disruptions may contribute to continued volatility.

The vast majority of the Company's inventory is purchased from Chinese suppliers in U.S. dollars, including inventory purchased by the Company's international operations. As a result, the gross margin from international operations is subject to volatility from movements in exchange rates, which could have an adverse effect on the financial condition and results of operations and profitability from international operations. In addition, there may be a timing lag between exchange rate movements and the Company's ability to adjust pricing, which could compress margins. From time to time, the Company enters into foreign exchange derivative contracts to hedge the volatility of exchange rates related to a portion of its international inventory purchases. The Company cannot ensure, however, that these hedges will fully offset the impact of foreign currency rate movements. If the Chinese renminbi should appreciate against the U.S. dollar, the costs of the Company's products will likely rise over time because of the impact the strengthening renminbi will have on the Company's cost of sales, and the Company may not be able to pass on these price increases to its customers. The Company is also subject to the risks of currency controls and devaluations. Currency controls may limit the Company's ability to convert currencies into U.S. dollars or other currencies, as needed, to pay dividends or make other payments from funds held by subsidiaries in countries imposing such controls, which could adversely affect the Company's liquidity.

If the Company expands its international operations, it will be subject to increased foreign exchange variability which could have a material adverse effect on the Company's results of operations.

The Company's business requires it to maintain large distribution facilities in its key markets, which represent high fixed rental costs relating to its leased facilities. In addition, significant portions of the Company's selling, general and administrative expenses, including leased showrooms, are fixed, as they neither increase nor decrease proportionally with sales. Furthermore, the Company's gross margins depend, in part, on its ability to spread sourcing costs, of which a significant portion are fixed, over its products sold. Decreased demand or the need to reduce inventories can lower the Company's ability to absorb certain sourcing costs and adversely affect its results of operations. This is exacerbated by the high degree of seasonality impacting the Company, which results in lower demand during the first two quarters of the year, while many of the operating costs remain fixed, which further affects profitability.

In order to operate more efficiently and control costs, the Company may announce restructuring plans from time to time, including workforce reductions, global facility consolidations and other cost reduction initiatives that are intended to generate operating expense savings. These initiatives may require upfront cash expenditures, including severance, lease termination costs, asset write-offs and other restructuring charges. The implementation of restructuring plans could be disruptive to the Company's operations, result in higher than anticipated charges and otherwise adversely affect the Company's results of operations and financial condition. Workforce reductions may also result in the loss of key personnel, decreased employee morale, or challenges in recruiting and retaining talent. In addition, the Company's ability to complete restructuring plans and achieve the anticipated benefits from a plan is subject to estimates and assumptions and may vary materially from the Company's expectations, including as a result of factors that are beyond the Company's control. Furthermore, following completion of a restructuring plan, the business may not be more efficient or effective than prior to implementation of the plan.

The carrying value of the goodwill for the U.S. reporting unit was zero as of December 31, 2025.

In the second quarter of 2025, the Company observed a sustained decline in the market valuation of the Company's common stock. Additionally, the Company's near term forecasts for the U.S. reporting unit were revised downward due to changes in retailer and consumer buying patterns, which were impacted by the recent changes in the U.S. tariff policies. Based on these factors the Company concluded that impairment indicators for the U.S. reporting unit were present as of June 30, 2025.

The company performed an interim impairment test of the goodwill in the U.S. reporting unit as of June 30, 2025 by comparing the fair value with its carrying value. The analysis was performed by using a discounted cash flow and market multiple method.

Accordingly, this fair value measurement is classified as Level 3 since it is based primarily on unobservable inputs. Based upon the analysis performed, the Company's U.S. reporting unit goodwill was fully impaired and a $33.2 million non-cash goodwill impairment charge was recognized. The goodwill impairment charge was the result of the decline in the Company's near term forecasts that were revised downward due to the changes in retailer and consumer buying patterns and an increase to the company-specific risk premium, which is an input to the cost of capital assumption, to address the potential risks in the long-term forecast which remain uncertain at this time.

A portion of the Company's long-term assets consists of other identifiable intangible assets, including trade names; and long-lived assets. At December 31, 2025, finite-lived intangible assets, net of accumulated impairment charges and accumulated amortization totaled $132.9 million. These assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events and conditions that could result in impairment include a prolonged period of global economic weakness, a decline in economic conditions and/or a slow, weak economic recovery, as well as sustained declines in the price of the Company's common stock, adverse changes in the regulatory environment, adverse changes in the market share of the Company's products, adverse changes in interest rates, further corporate income tax reforms or other factors leading to reductions in the long-term sales or profitability that the Company expects. If the undiscounted cash flows expected to be generated by these assets are less than their carrying amounts, the Company would be required to record an impairment charge equal to the excess of the carrying value over fair value. The recognition of an impairment of the Company's assets would negatively affect the Company's results of operations and total capitalization, the effect of which could be material.

From time to time, the Company may provide projections to its stockholders, lenders, the investment community, and other stakeholders of the Company's future sales and net income. Since the Company does not have long-term purchase commitments from customers and the customer order and shipment process is very short, it is difficult for the Company to accurately predict the demand for many of its products, or the amount and timing of the Company's future sales and related net income. The Company's projections are based on management's best estimate of sales using historical sales data and other information deemed relevant. These projections

are highly subjective since sales can fluctuate substantially based on the demands of retail customers and due to other risks described in this Annual Report. Additionally, changes in retailer inventory management strategies could make the Company's inventory management more difficult. Because the Company's ability to forecast product demand and the timing of related sales requires significant subjective input, future sales and net income could vary materially from the Company's projections, and any such variances could adversely affect the Company's stock price, liquidity, covenant compliance or investor confidence.

The Company self-insures a substantial portion of the costs of employee healthcare and workers compensation. This could result in higher volatility in the Company's earnings and exposes the Company to higher financial risks. The Company's medical costs in recent years have generally increased, reflecting healthcare cost inflation and higher utilization trends and changes in employee demographics, claims experience, or the severity of claims could result in medical and workers' compensation costs that exceed the Company's expectations or established reserves. The Company has stop-loss coverage in place for catastrophic events, but the aggregate impact of a high number of claims up to the Company's stop-loss limit may have an effect on the Company's profitability.

The Company does not expect that its disclosure controls or the Company's internal controls over financial reporting will prevent or detect all errors or fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that resource constraints exist, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls are revised, as necessary, due to changes in conditions or deterioration in the degree of compliance with policies or procedures. In addition, increased reliance on information technology systems and evolving cybersecurity threats may place additional strain on the Company's control environment. If in the future the Company's controls become inadequate, it could fail to meet its financial reporting obligations, its reputation may be adversely affected, its business and operating results could be harmed, and the market price of its stock could decline.

Customer risks

The markets for the Company's products are intensely competitive with the principal competitive factors being product innovation, brand name, product quality, aesthetic appeal to customers, packaging, breadth of product offerings, distribution capability, delivery time and price. Advantages or disadvantages in any of these competitive factors may be sufficient to cause the customer to consider changing providers of the kinds of products that the Company sells. The Company competes with many other suppliers, some of which are larger than the Company, have greater financial and other resources or employ brands that are more established, have greater consumer recognition or are more favorably perceived by consumers or retailers than the Company's brands. Some competitors may be willing to reduce prices and accept lower profit margins to compete with the Company. As a result of this competition, the Company could lose market share and sales, or be forced to reduce its prices to meet competition. If the Company's product offerings are unable to compete successfully, the Company's business, results of operations and financial condition could be materially and adversely affected.

The Company's wholesale customers include mass market merchants, specialty stores, department stores, warehouse clubs, grocery stores, off-price retailers, dollar channel retailers, food service distributors, food and beverage outlets, corporate sales and e-commerce retailers and marketplaces. Unanticipated changes in purchasing and other practices by the Company's customers, including a customer's pricing and payment terms, inventory de-stocking, limitations on shelf space, more extensive packaging requirements, changes in order quantities, use of private label brands and other practices, could materially and adversely affect the Company's business, results of operations and financial condition. In addition, as retailers continue to closely manage inventory levels and optimize their supply chains, retailers may evaluate suppliers based on their ability to deliver orders at the quantity and schedule specified, which is known as the "on-time-in-full" delivery metric. Supply-chain complexity and customer demand for on-shelf availability creates additional pressure on delivery performance, which in turn can add strain on distribution channels. The Company's annual earnings and cash flows also depend to a great extent on the results of operations in the latter half of the year due to the seasonality of its sales. The Company's success and sales growth is also dependent on its evaluation of consumer preferences and changing trends.

As certain online retailers grow they may continue to demand lower pricing, special packaging, shorter lead times for the delivery of products, smaller more frequent shipments, or impose other requirements on product suppliers. The cost of compliance with customers' demands could have a material adverse effect on the Company's business, results of operations and financial condition.

Many of the Company's wholesale customers are significantly larger than the Company, have greater financial and other resources and also purchase goods directly from vendors in Asia and elsewhere. Decisions by large customers to increase their purchases directly from overseas vendors could have a material adverse effect on the Company's business, results of operations and financial condition. Significant changes or financial difficulties, including consolidations of ownership, restructurings, bankruptcies, liquidations or other events that affect retailers, could result in fewer retailers selling the Company's products, reliance on a smaller group of customers, an increase in the risk of extending credit to these customers or limitations on the Company's ability to collect amounts due from these customers. Although the Company has long-established relationships with many of its customers, the Company does not have any long-term supply or binding contracts or guarantees of minimum purchases. Purchases by the Company's customers are generally made using individual purchase orders. Customers may cancel their orders, change purchase quantities from forecast volumes, delay purchases for a number of reasons beyond the Company's control or change other terms of their business relationship with the Company. Significant or numerous cancellations, reductions, delays in purchases or changes in business practices by customers could have a material adverse effect on the Company's business, results of operations and financial condition.

Retailers place great emphasis on timely delivery of products for specific selling seasons, especially during the third fiscal quarter, and on the fulfillment of consumer demand throughout the year. The Company cannot control all of the various factors that might affect product delivery to retailers. Failure to deliver products to the Company's retailers in a timely and effective manner, often under special vendor requirements to use specific carriers and delivery schedules, could damage the Company's reputation and brands and result in a loss of customers or reduced orders.

During the years ended December 31, 2025, 2024 and 2023, Walmart accounted for 17%, 19% and 21% of consolidated net sales,

A material reduction in sales to the aforementioned or other top customers in the aggregate, could adversely affect the Company's business and operating results. Large customers may seek price reductions, extended payment terms, promotional support or other concessions, which could reduce margins. Any significant changes or financial difficulties that affect these customers, such as reduced sales by such customers (whether for reasons that affect a particular customer or the retail industry in general) may also result in reduced demand for the Company's products. The Company would also be subject to increased credit risk with respect to such customers. In particular, the concentration of the Company's business with Walmart, Costco, Amazon and TJX extends to its international business as well as through the Company's strategic alliance in Canada, due to the market presence of Walmart, Costco, Amazon and TJX in these foreign countries. Any changes in purchasing practices or decline in the financial condition, of Walmart, Costco, Amazon and TJX or other large customers, may have a material adverse impact on the business, results of operations and financial condition of the Company.

The Company's large customers also have significant purchasing leverage. Customers may demand lower pricing, special packaging, shorter lead times for the delivery of products or impose other requirements on product suppliers like the Company. These business demands may relate to inventory practices, logistics or other aspects of the customer-supplier relationship. If the Company does not effectively respond to the demands of its customers, they could decrease or eliminate their purchases from the Company. These risks could be exacerbated if such large customers consolidate, or if the Company's smaller customers consolidate to become larger customers, which would increase their purchasing leverage. A reduction in the purchases of the Company's products by its wholesale customers or the costs of complying with customer business demands could have a material adverse effect on the Company's business, financial condition and results of operations.

The Company's customers could carry products that directly compete with the Company's products for retail space and consumer purchases. There is a risk that these customers could give higher priority to products of, or form alliances with, the Company's competitors. The failure of customers to provide the Company's products with similar or better levels of promotional support and retail space as competitors receive could have a material adverse effect on the Company's business, results of operations and financial condition.

The retail environment is highly competitive and rapidly evolving with the increase pace of technological development. Consumers are increasingly embracing shopping online. As a result, an increasing portion of total consumer expenditures with retailers is occurring online and through mobile commerce applications. This overall trend has negatively affected many brick-and-mortar retailers. If the Company's brick-and-mortar retail customers fail to maintain or grow their overall market position through the integration of physical retail presence and digital retail, these customers may experience financial difficulties including store closures, bankruptcies or liquidations. This could, in turn, substantially reduce the Company's revenues, increase credit risk and have a material adverse effect on the Company's results of operations, financial condition and cash flows.

The success of the Company's online business depends, in part, on factors over which the Company may have limited control. The Company must successfully respond to changing consumer preferences and online buying trends. The Company is also vulnerable to certain additional risks and uncertainties associated with operating an online business, including: changes in required technology interfaces, website downtime and other technical failures, costs and technical issues as the Company upgrades its website software, computer viruses, changes in applicable federal and state regulations, security breaches, data breaches, and consumer privacy concerns. In addition, the Company must keep up to date with competitive technology trends, including the use of improved technology, artificial intelligence-driven search or recommendation platforms, creative user interfaces and other online marketing tools such as paid search, which may increase its costs and which may not succeed in increasing sales or attracting customers. The Company's failure to successfully respond to these risks and uncertainties might adversely affect the sales in its online business, as well as damage the Company's reputation and brands.

New product introductions and product innovation are significant contributors to the Company's growth strategy. The Company's long-term success in the competitive retail environment depends in part on the Company's ability to develop and market a continuing stream of innovative new products that meet changing consumer preferences. The uncertainties associated with developing and introducing new products, such as market demands and the costs of development and production may impede the successful development and introduction of new products. Acceptance of new products may not meet sales expectations due to several factors, such as the Company's failure to accurately predict market demand or its inability to resolve technical issues in a timely and cost-effective manner. Additionally, the inability to develop new products on a timely basis could result in the loss of business to competitors.

Supply chain risks

The Company sources its products from suppliers located principally in Asia, Europe and the United States, which subjects the Company to various risks, including man-made or natural disasters, adverse macroeconomic conditions (including inflation, slower growth, and recession), and foreign currency changes, all of which could create disruptions in its supply chain. Similarly, geopolitical risks, including instability resulting from civil unrest, political demonstrations, strikes and armed conflict or other crises, such as conflicts in Ukraine, the Middle East and surrounding areas (and any broadening of the conflict), and resulting sanctions could change the global supply chain dynamics and demand. Additionally, the Company's vendors in Asia, from whom a substantial majority of the Company's products are sourced, are located primarily in China, which subjects the Company to regional risks including regulatory, social and other risks in addition to the risks resulting from tensions between the United States and China involving trade policies and certain regulatory actions. The Company's ability to select and retain reliable vendors and suppliers who provide timely deliveries of quality parts and products efficiently will impact its success in meeting customer demand for timely delivery of quality products. The Company's sourcing operations and its vendors are impacted by labor costs in China, where labor historically has been readily available at low cost relative to labor costs in North America. However, as China is experiencing rapid social, political and economic changes, labor costs have risen in some regions and labor in China may not continue to be available to the Company at costs consistent with historical levels. Changes in labor or other laws may be enacted, in China or in other countries in which the Company does business, which could have a material adverse effect on the Company's operations and/or those of the Company's suppliers.

Disruptions in maritime trade routes or other transportation channels could result in extended lead times, delivery delays and increased freight costs. The risk of ongoing supply disruptions may further result in delayed deliveries of our products. Changes in currency exchange rates might negatively affect the Company and its overseas vendors' profitability and business prospects. The Company does

not have access to its vendors' financial information and the Company is unable to assess its vendors' financial condition, including their liquidity. Interruption of supplies from any of the Company's vendors, or the loss of one or more key vendors, could have a negative effect on the Company's business and operating results. A disruption in deliveries to or from suppliers or decreased availability of materials could have an adverse effect on our ability to meet our commitments to customers or increase our operating costs. A disruption from such third-party suppliers, manufacturers or service providers, capacity constraints, production disruptions, price increases, quality control issues, recalls or other decreased availability of parts and products could adversely affect our ability to meet our commitments to customers and have a material adverse effect on our business, financial condition and results of operations.

The Company imports its products for delivery to its distribution centers, as well as arranges for its customers to import goods to which title has passed overseas or at a port of entry. For purchases that are to be delivered to its distribution facilities, the Company arranges for transportation, primarily by sea, from ports in Asia and Europe to ports in the United States, principally New York/ Newark/Elizabeth and Los Angeles/Long Beach, and in the U.K., principally Felixstowe. Accordingly, the Company is subject to risks incidental to such transportation. These risks include, but are not limited to, increases in fuel costs, fuel shortages, the availability of ships, increased security restrictions, transportation reroutes in response to geopolitical conflict, work stoppages, weather disruptions and carriers' ability to provide delivery services to meet the Company's shipping needs. Port congestion or other disruptions affecting major shipping lanes or ports may also delay deliveries. Transportation disruptions and increased transportation costs could materially adversely affect the Company's business, results of operations and financial condition.

With the exception of the Company's sterling silver products, the Company sources almost all of its products from suppliers located outside the United States, primarily in China, which restricts the Company's ability to monitor and control their manufacture of the Company's goods.

The third party manufacturers may not continue to meet the Company's quality standards, social standards regarding its workforce that are expected in the United States or legislation and regulations that apply to the products the Company contracts to manufacture. There is also no assurance that the Company's quality control program will adequately audit, analyze and evaluate the quality standards of third party manufacturers. Failure by the Company's manufacturers to meet these standards could, in turn, increase order cancellations, returns and price concessions and decrease customer demand for the Company's products. Non-compliance with the Company's product standards, regulatory requirements or product recall (or other regulatory actions) could have a material adverse effect on the Company's financial condition, results of operations or cash flows.

Various commodities comprise the raw materials used to manufacture the Company's products. The prices of these commodities have historically fluctuated on a cyclical basis and have often depended on a variety of factors over which the Company has no control.

Additionally, labor costs represent a significant component of the Company's supplier's manufacturing costs and the Company's suppliers may increase the prices they charge the Company if they experience rising labor costs. The cost of producing and distributing the Company's products is also sensitive to energy costs, duties and tariffs. For example, freight costs significantly increased in 2022 and began to return to lower levels in 2023. The Company is unable to determine to what extent, if any, it will be able to pass future cost increases through to its customers. The Company's inability to come to favorable agreements with its suppliers or to pass increased costs through to the Company's customers could materially and adversely affect its financial condition or results of operations.

Intellectual property risks

Significant portions of the Company's business are dependent on trade names, trademarks and patents, some of which are licensed from third parties. In 2025, sales of licensed brands accounted for approximately 20% of the Company's gross sales. The Company's licenses for many of these brands require it to pay royalties based on sales. Many of these license agreements are subject to termination by the licensor, if, for example, the Company fails to satisfy certain minimum sales obligations or breaches the terms of the license. The loss of significant licenses or a material increase in the royalty rates the Company pays or other new terms negotiated upon renewal of such licenses could result in a reduction of the Company's operating margins and cash flow from operations or otherwise adversely affect its business.

2195, subject to earlier termination under certain circumstances. The licensor is a joint venture of which the Company is a 50% owner. The other 50% owner of the joint venture has the right to terminate the Company's license if the Company materially breaches any of the material terms of the license and fails to cure the material breach within 180 days of notice of the breach, if it is determined in an arbitration proceeding that money damages alone would not be sufficient compensation to the licensor and that the breach is so egregious as to warrant termination of the license and forfeiture of the Company's rights to use the brand under that license agreement. If the Company were to lose the Farberware license for kitchen tools, cutlery, cutting boards, shears and certain other products through termination as a result of an uncured breach, its business, results of operations and financial condition would be materially adversely affected.

Sales of KitchenAid branded products, to a lesser extent, also represent a material portion of the Company's sales. The Company also holds a license to use the KitchenAid brand for certain products, including products for kitchen tools, cutlery and bakeware, subject to a license agreement that will expire in December 2026. The Company originally entered into a licensing arrangement for use of the KitchenAid brand in 2000, and has renewed the license, typically for three-year periods, since that time. Although it expects to be able to renew its current KitchenAid license prior to its expiration, there is no assurance that the Company will be able to do so on reasonable terms, or at all, and any failure to do so could have a material adverse effect on the Company's business, results of operations and financial condition.

To establish and protect the Company's intellectual property rights, the Company relies upon a combination of U.S., foreign and multi-national patent, trademark, copyright and trade secret laws, together with licenses, confidentiality agreements and other contractual arrangements. The measures that the Company takes to protect its intellectual property rights may prove inadequate to prevent third parties from infringing or misappropriating the Company's intellectual property, or from breaching their contractual obligations to the Company.

The Company has obtained and applied for numerous U.S. and foreign trademark, service mark and patent registrations, and will continue to evaluate the registration of additional marks, patents or other intellectual property, as appropriate. The Company cannot guarantee that any of its pending applications will be approved by the applicable governmental authorities. Moreover, even if such applications are approved, third parties may seek to oppose, declare invalid or otherwise challenge these registrations. Failure to obtain registrations for the Company's intellectual property in the United States and other countries could limit the Company's ability to protect its intellectual property rights and impede the Company's marketing efforts and operations in those jurisdictions.

The Company may need to resort to litigation to enforce or defend its intellectual property rights. If a competitor or collaborator files a patent application claiming technology also claimed by the Company, or a trademark application claiming a trademark, service mark or trade dress also used by the Company, in order to protect the Company's rights, the Company may have to participate in opposition or interference proceedings before the U.S. Patent and Trademark Office or a similar foreign agency. The Company cannot guarantee that the operation of its business does not infringe or otherwise violate the intellectual property rights of third parties, and the Company's intellectual property rights may be challenged by third parties or invalidated through administrative process or litigation. Third parties may assert infringement or other intellectual property claims against the Company, which could result in costly litigation, settlements, licensing arrangements or restrictions on the manufacture, marketing or sale of certain products. The costs associated with protecting intellectual property rights, including costs associated with litigation or administrative proceedings, may be material and there can be no assurance that any such litigation or administrative proceedings will be successful. Any such matters or proceedings could be burdensome, divert the time and resources of the Company's personnel and the Company may not prevail. Furthermore, even if the Company's intellectual property rights are not directly challenged, disputes among third parties could lead to the weakening or invalidation of the Company's intellectual property rights, or other parties such as the Company's competitors may independently develop technologies that are substantially equivalent or superior to the Company's technology.

The laws of certain foreign countries in which the Company operates or may operate in the future do not protect, and the governments of certain foreign countries do not enforce, intellectual property rights to the same extent as do the laws and government of the U.S., which may negate the Company's competitive or technological advantages in such markets. Moreover, any repeal or weakening of intellectual property laws or enforcement of those laws in the United States or foreign jurisdictions could make it more difficult for the Company to adequately protect its intellectual property rights, negatively impacting their value and increasing the cost of enforcing the Company's rights. If the Company is unable to establish or adequately protect its intellectual property rights, the Company's business, financial condition and results of operations could be materially and adversely affected.

In addition to registered intellectual property, the Company relies on know-how and other proprietary information in operating its business. If this information is not adequately protected, then it may be disclosed or used in an unauthorized manner. To the extent that

consultants, vendors, key employees or other third parties apply technology independently developed by them or by others to the Company's proposed products in the absence of a valid license or suitable non-disclosure or assignment of inventions provisions, disputes may arise as to the ownership of or rights to use such technology, which may not be resolved in the Company's favor. If other parties breach confidentiality or other agreements, or if the Company's registered intellectual property is not protected in the U.S. or foreign jurisdictions, this could harm the Company by enabling the Company's competitors and other entities, who may have greater experience and financial resources, to copy or use the Company's proprietary information in the development of their products, methods or technologies.

The Company's brands and its reputation are among its most important assets. The Company's ability to attract and retain customers depends, in part, upon external perceptions of the Company, the quality of its products and its corporate and management integrity. Consumer-facing businesses are particularly vulnerable to reputational harm, as negative perceptions can rapidly influence purchasing decisions and retailer relationships.

Reputational harm may arise from a variety of sources, including product quality issues, recalls, litigation, regulatory actions, allegations regarding labor or sourcing practices, data security incidents, public statements by employees or third parties, or changes in consumer sentiment. The rapid and widespread dissemination of information through social media, digital platforms and online marketplaces may amplify negative publicity, whether accurate or not, and may limit the Company's ability to effectively respond.

Damage to the Company's brands or reputation, negative publicity or adverse perceptions about the Company could reduce consumer demand, lead to the loss of retail shelf space or online visibility, increase promotional spending, or otherwise adversely affect the Company's business, results of operations and financial condition.

Operational and regulatory risks

The Company's worldwide operations could be subject to natural and man-made disasters, telecommunications failures, water shortages, tsunamis, floods, earthquakes, hurricanes, typhoons, fires, extreme weather conditions, conflicts, acts of terrorism, health epidemics and other business interruptions. The occurrence of any of these business disruptions could seriously harm the Company's business, revenue and financial condition and increase the Company's costs and expenses. If the Company's or its manufacturers' warehousing facilities or transportation facilities are damaged or destroyed, the Company would be unable to distribute products on a timely basis, which could harm the Company's business. The Company's back-up operations may be inadequate, and the Company's business interruption insurance may not be sufficient to compensate for any losses that may occur.

The Company conducts business outside of the United States through subsidiaries, affiliates and joint ventures. These entities have operations and assets in the U.K., the Netherlands, Canada, China, Hong Kong, Australia, New Zealand and Mexico. Therefore, the Company is subject to increases and decreases in its investments in these entities resulting from the impact of fluctuations in foreign currency exchange rates. These entities also bear risks similar to those faced by the Company. However, there are additional risks related to these operations, including the failure of the Company's partners or other investors to meet their obligations, governance or compliance failures, and higher credit and liquidity risks related to thinly capitalized entities. Failure of these entities or the Company's vendors to adhere to required regulatory or other standards, including social compliance standards, could materially and adversely impact the Company's reputation and business.

In addition, the Company sells its products in foreign countries and seeks to increase its level of international business activity. Accordingly, the Company is subject to various risks, including:

U.S.-imposed embargoes and sanctions on sales to specific countries;

foreign import controls (which may be arbitrarily imposed or enforced);

import regulations and duties;

export regulations (which require the Company to comply with stringent licensing regimes);

anti-dumping regulations;

price and currency controls;

exchange rate fluctuations;

dividend remittance restrictions;

expropriation of assets;

war, civil unrest and riots;

government instability;

the necessity of obtaining governmental approval for new and continuing products and operations;

legal systems or decrees, laws, taxes, regulations, interpretations and court decisions that are not always fully developed and that may be retroactively or arbitrarily applied;

restructuring and integration of the Company's European operations;

public health epidemics;

unanticipated income taxes, excise duties, import taxes, export taxes or other governmental assessments;

locating and entering into agreements with third-party logistics providers to assist in certain locations outside the United States. In addition, the development of additional distribution space abroad involves significant financial and operational risks;

difficulties in managing a global enterprise; and

data protection, privacy and anti-corruption compliance requirements that may impose significant costs and penalties for non-compliance.

Any significant violations of regulations or the occurrence of the events listed above could result in civil or criminal sanctions, monetary fines, reputational harm, or the loss of export or other licenses, which could have a material adverse effect on the Company's business, results of operations and financial condition. In addition, the Company's organizational structure may limit its ability to transfer funds between countries, particularly into and out of the United States, without incurring adverse tax consequences.

Regulatory restrictions may also limit the Company's ability to transfer funds in certain jurisdictions. Any of these events could result in a loss of business or other unexpected costs that could reduce sales or profits and have a material adverse effect on the Company's financial condition, results of operations and cash flows.

The Company is subject in the ordinary course of its business, in the United States and elsewhere, to many statutes, ordinances, rules and regulations that, if violated by the Company or its affiliates, partners or vendors, could have a material adverse effect on the Company's business. The Company is required to comply with the United States Foreign Corrupt Practices Act ("FCPA"), the U.K. Bribery Act and similar anti-bribery, anti-corruption and anti-kickback laws adopted in many of the countries in which the Company does business that prohibit the Company from engaging in bribery or making other prohibited payments to foreign officials for the purpose of obtaining or retaining business and also require maintenance of adequate record-keeping and internal accounting practices to accurately reflect transactions. Under the FCPA, companies operating in the United States may be held liable for actions taken by their strategic or local partners or representatives. The U.K. Bribery Act is broader in scope than the FCPA in that it directly addresses commercial bribery in addition to bribery of government officials and it does not recognize certain exceptions, notably facilitation payments that are permitted by the FCPA. Civil and criminal penalties may be imposed for violations of these laws. In many of the countries in which the Company operates, particularly those with developing economies, it is or has been common for government officials and businesses to engage in business practices that are prohibited by these laws. If the Company does not properly implement and maintain practices and controls with respect to compliance with applicable anti-corruption, anti-bribery and anti-kickback laws, or if the Company fails to enforce those practices and controls properly, the Company may be subject to regulatory sanctions, including administrative costs related to governmental and internal investigations, civil and criminal penalties, injunctions and restrictions on the Company's business and capital raising activities, any of which could materially and adversely affect the Company's business, results of operations and financial condition. The Company's employees, distributors, dealers and other agents could engage in conduct that is not in compliance with such laws for which the Company might be held responsible. If the Company's employees, distributors, dealers or other agents are found to have engaged in illegal practices, the Company could suffer substantial penalties and the reputation, business, results of operations and financial condition of the Company could be materially adversely affected.

The Company is subject to laws and regulations governing the Internet and e-commerce. These existing and future laws and regulations may impede the growth of the Internet, e-commerce or other online services. These regulations and laws may cover taxation, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications,

consumer protection, the provision of online payment services, broadband residential Internet access and the characteristics and quality of products and services. It is not clear how existing laws governing issues such as property ownership, sales and other taxes, and personal privacy apply to the Internet and e-commerce. Unfavorable resolutions of these issues could diminish the demand for the Company's products on the Internet and increase the cost of doing business. For example, in 2018, the U.S. Supreme Court ruling in South Dakota v. Wayfair, Inc. et al reversed the longstanding precedent that remote sellers are not required to collect state and local sales taxes and established that a state may enforce or adopt laws requiring online retailers to collect and remit sales tax if there is a substantial nexus between the online retailer's activity and the state, even if the retailer has no physical presence within the taxing state. While the Company now collects, remits and reports sales tax in states in which it does business, it is possible that Company's effective income tax rate, the cost of the Company's e-commerce business, and the growth of its e-commerce business could be materially adversely affected by other new laws or regulations governing the Internet and e-commerce. This potential negative impact on the Company's e-commerce business could have a material adverse effect on the Company's overall business, results of operations and financial condition.

The Company relies on many information technology systems for the operation of its principal business functions, including, but not limited to, the Company's enterprise resource planning, warehouse management, inventory forecast and ordering and call center systems. In the case of the Company's inventory forecast and ordering system, most of the Company's orders are received directly through electronic connections with the Company's largest customers. Additionally, the success of certain product categories in a competitive marketplace is dependent upon the creation and launch of new, innovative products. Accordingly, to keep pace within a competitive retail environment, the Company uses and will continue to evaluate new technologies to improve the efficiency of designing new innovative products. The failure or compromise of any of these systems or technologies could have a material adverse effect on the Company's business and results of operations.

In January 2025, the Company announced the relocation of its East Coast distribution facility currently located in Robbinsville, NJ (the "Robbinsville Facility") to a warehouse and distribution space in Hagerstown, Maryland (the "Hagerstown Facility"). The Hagerstown Facility is a new built to suit distribution center and the Company estimates it will require an investment of capital expenditures of approximately $9.3 million for equipment and certain leasehold improvements, of which $2.3 million has been incurred during fiscal 2025. The Company expects to incur exit costs of approximately $7 million as well as start-up costs of approximately $7 million. Additionally, the Company's purchases that are to be delivered this new distribution facility will require the Company to arrange for transportation, primarily by sea, from ports in Asia and Europe to a new port in the United States. The relocation subjects the Company to certain risks such as delays in construction, increase in exit and relocation costs, and transportation risks. Failure to successfully navigate these risks could have a material adverse effect on the Company's business and results of operations.

The Company employs information technology systems and operates websites which allow for the secure storage and transmission of proprietary or confidential information regarding the Company's customers, employees and others, including credit card information and personal identification information. The Company has made significant efforts to secure its computer network to mitigate the risk of possible cyber-attacks, including, but not limited to, data breaches, and is continuously working to upgrade its existing information technology systems and provide employee awareness training around phishing, malware, and other cyber risks in an effort to protect against cybersecurity threats and security breaches. Despite these efforts, any future cyber incidents could compromise the Company's information technology systems, disrupt operations, result in the loss, theft or misuse of confidential or personal information, and adversely affect the Company's ability to process transactions and fulfill orders. Additionally, as Artificial Intelligence ("AI") continues to evolve, cyber-attackers could also use AI to develop malicious code and sophisticated phishing attempts. Although we believe that we have robust information security procedures, controls and other safeguards in place, as cyber threats continue to evolve, we may be required to expend additional resources to continue to enhance our information security measures and/or to investigate and remediate information security vulnerabilities. Cybersecurity incidents may also arise from vulnerabilities in third-party service providers, including cloud service providers, payment processors, logistics providers and other vendors upon which the Company relies. Any cybersecurity incidents could lead to negative publicity, loss of sales and profits or cause the Company to incur significant costs to reimburse third- parties for damages, which could adversely impact profits.

Additionally, the Company must comply with increasingly complex and rigorous regulatory standards enacted to protect businesses and personal data, including the General Data Protection Regulation ("GDPR") and the California Consumer Privacy Act. GDPR and similar international data protection laws impose strict requirements regarding the collection, use, storage, transfer and protection of personal data, and provide for significant penalties for non-compliance. In the United States, numerous states have enacted comprehensive privacy and data protection laws, and additional states are considering similar legislation, resulting in an increasingly complex and fragmented regulatory landscape that imposes enhanced consumer rights, heightened compliance obligations, and, in

certain cases, private rights of action and statutory damages. Any failure to comply with GDPR, U.S. federal or state privacy and data protection laws, or other regulatory standards, could subject the Company to legal and reputational risks. Misuse of or failure to secure personal information could also result in violation of data privacy laws and regulations, proceedings against the Company by governmental entities or others, damage to the Company's reputation and credibility, and could have a material adverse effect on the Company's business and results of operations.

The Company is in the process of transitioning the Company's Systems, Applications and Products and other critical systems to cloud-based technologies. As the Company transitions to cloud-based technologies, the Company may be exposed to additional cyber threats as the Company migrates from legacy systems to cloud-based solutions. The Company's increased dependence on third parties for cloud-based systems may also subject the Company to further cyber threats. In addition, disruptions, outages, service interruptions or security incidents affecting cloud service providers could impair the Company's ability to access critical systems and data.

Concentration of services with a limited number of cloud providers may increase these risks. There can be no assurance that the Company will not suffer a material adverse effect resulting from vulnerabilities in widely deployed software used by third parties.

The rapid development and adoption of artificial intelligence ("AI") technologies are transforming the retail, consumer products and ecommerce industries. Retailers, online marketplaces and search platforms are increasingly utilizing AI-driven search and recommendation tools that influence how consumers discover and evaluate products. Changes in these technologies may affect the visibility, ranking and prominence of our products on third-party e-commerce platforms or in online search results. If AI-driven search or recommendation systems reduce traffic to our product listings or favor competitors' products, our sales volumes, brand visibility and results of operations could be adversely affected.

We and our third-party service providers may also use AI tools in areas such as marketing content, demand forecasting, inventory management and product development. AI systems may produce inaccurate, biased or otherwise flawed outputs due to deficiencies in algorithms or training data, which could result in inaccurate forecasts, operational disruptions, excess inventory or stockouts, increased costs, lost sales opportunities or reputational harm.

In addition, the use of AI presents legal, regulatory, intellectual property, cybersecurity and data privacy risks. AI-generated outputs may infringe third-party rights or incorporate proprietary information in unintended ways, and the legal and regulatory landscape governing AI is rapidly evolving. Compliance with new or changing requirements may increase our costs or limit our ability to deploy AI technologies effectively. If our use of AI, or that of retailers, marketplaces or other business partners, results in operational, legal or reputational harm, our business, financial condition and results of operations could be adversely affected.

The marketing of certain of the Company's consumer products involve an inherent risk of product liability claims or recalls or other regulatory or enforcement actions initiated by the U.S. Consumer Product Safety Commission, by governmental or regulatory authorities in the United Kingdom, the European Union and other jurisdictions in which the Company's products are sold, by other regulatory authorities or through private causes of action. The Company has in the past, and may have in the future, recalls (both voluntary and involuntary) of its products. Any defects in products the Company markets could harm the Company's reputation, adversely affect its relationship with its customers and decrease market acceptance of the Company's products and the strength of the brand names under which the Company markets such products. Potential product liability claims may exceed the amount of the Company's insurance coverage (which is subject to self-insured retention amounts) and could materially damage the Company's business and its financial condition. In addition, the Company's insurance policies may contain exclusions, limitations or deductibles that could limit available coverage, and coverage may not be available on commercially reasonable terms in the future. Additionally, the Company's product standards could be impacted by new or revised environmental rules and regulations or other social initiatives.

The Company is subject to a broad range of federal, state, local, foreign and multi-national laws and regulations relating to the environment. These include laws and regulations that govern:

discharges into the air, water and land;

the handling and disposal of solid and hazardous substances and wastes; and

remediation of contamination associated with release of hazardous substances at the Company's facilities and at off-site disposal locations.

The Company may incur material costs to comply with increasingly stringent environmental laws and enforcement policies. Moreover, there are proposed international accords and treaties, as well as federal, state and local laws and regulations, which would attempt to control or limit the causes of climate change, including the effect of greenhouse gas emissions on the environment. In the event that the U.S. government or foreign governments enact new climate change laws or regulations or make changes to existing laws or regulations, compliance with applicable laws or regulations may result in increased manufacturing costs for the Company's products, such as by requiring investment in new pollution control equipment or changing the ways in which certain of the Company's products are made. The Company may incur some of these costs directly, while other costs may be passed on to the Company from its third-party suppliers. The Company also may incur costs associated with government inquiries and investigations. For example, in August 2021 a wholly-owned subsidiary of the Company received a Notice of Liability from the Department of Justice on behalf of the EPA. Negotiations in connection with the Notice culminated in a Consent Decree for Remedial Design and Remedial Action at Operable Unit One of the San German Groundwater Contamination Site ("Consent Decree"). For further discussion of the Company's legal proceedings refer to NOTE 13 - COMMITMENTS AND CONTINGENCIES to the Company's consolidated financial statements included in this Annual Report on Form 10-K. Any finding that the Company is not in compliance with applicable environmental laws and regulations or any new laws and regulations in the future could have a material adverse effect on the Company's business, financial condition and results of operations.

The Company's success depends, in part, on the efforts and skills of its executives and other key employees. The Company's key employees are experienced and highly qualified in the housewares industry. The loss of any of the Company's executive officers or other key employees could harm the business and the Company's ability to timely achieve its strategic initiatives. The Company's success also depends, in part, on its ability to identify, hire and retain other skilled personnel. The Company's industry is characterized by a high level of employee mobility and aggressive recruiting among competitors for personnel with successful track records and increasing competition for talent, including in technology, digital commerce and logistics roles. In addition, broader labor market conditions, including wage inflation, evolving employee expectations regarding remote or flexible work arrangements, and changing immigration or employment regulations, may further increase the Company's costs and retention challenges. The Company may not be able to attract and retain skilled personnel or may incur significant costs in order to do so. Any failure to effectively manage succession planning, talent development and retention could disrupt operations, delay strategic initiatives and adversely affect the Company's financial performance.

As a result of the issuance of common stock to Taylor Parent, Taylor Parent has significant influence over the Company. Going forward, Taylor Parent's degree of control will depend on, among other things, its level of ownership of the Company's common stock and its ability to exercise certain rights under the terms of the Stockholders Agreement that the Company entered into with Taylor Parent in connection with the acquisition and merger agreement.

Under the Stockholders Agreement, for so long as Taylor Parent continues to beneficially own at least 50% of the shares it received at the consummation of the acquisition, neither the Company nor any of its subsidiaries may take any of the following actions without the approval of the directors designated by Taylor Parent, such approval not to be unreasonably withheld: (i) enter into any agreement for a transaction that would result in a change of control of the Company; (ii) consummate any transaction for the sale of all or substantially all of the Company's assets; (iii) file for reorganization pursuant to Chapter 11, or for liquidation pursuant to Chapter 7, of the U.S. Bankruptcy Code; (iv) liquidate or dissolve the business and affairs of the Company; (v) take any Board of Directors action to seek an amendment to the Company's Certificate of Incorporation or approve, or recommend that the Company's stockholders approve, an amendment to the Company's Amended and Restated Bylaws, except as required by Delaware Law (as defined in the merger agreement) or other applicable law and other than amendments that would not materially and disproportionately affect Taylor Parent; (vi) incur additional debt in excess of $100 million in the aggregate, subject to certain exceptions; (vii) acquire or dispose of assets or a business, in each case with an individual value in excess of $100 million; or (viii) adopt a stockholder rights plan that does not exempt as "grandfathered persons" the stockholders party to the Stockholders Agreement and their affiliates from being deemed "acquiring persons" due to their beneficial ownership of the common stock of the Company upon the public announcement of adoption of such stockholder rights plan (it being understood that no such plan shall restrict any stockholder party to the Stockholders Agreement or its affiliates from acquiring, in the aggregate, common stock up to the level of their aggregate percentage beneficial ownership as of the public announcement of the adoption of such stockholder rights plan).

Accordingly, Taylor Parent's influence over the Company and the consequences of such control could have a material adverse effect on the Company's business and business prospects and negatively impact the trading price of its common stock.

Disclaimer

Lifetime Brands Inc. published this content on May 14, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 14, 2026 at 16:25 UTC.