hele-20260513

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PURSUANT TO SECTION 13 OR 15(d) of THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 13, 2026

HELEN OF TROY LIMITED

(Exact name of registrant as specified in its charter)

Commission File Number: 001-14669


Bermuda						74-2692550
(State or other jurisdiction						(IRS Employer
of incorporation)						Identification No.)

Hamilton HM11, Bermuda

(Address of principal executive offices)

201 E. Main Street, Suite 300

El Paso, Texas 79901

(Registrant's United States mailing address)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Shares, $0.10 par value per share

HELE

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 13, 2026, the Board of Directors (the “Board”) of Helen of Troy Limited (the “Company”), approved and adopted the Helen of Troy Limited Amended and Restated Annual Incentive Plan (the “Plan”) to make certain administrative and technical updates as further described herein. The purpose of the Plan is to promote the success of the Company and its subsidiaries by providing the participating employees bonus incentives with the opportunity to participate in Company performance. The primary amendments included: (i) removing references to Section 162(m) of the Internal Revenue Code and similar provisions that are no longer applicable or necessary due to changes in such law, (ii) aligning certain administrative and other provisions in the Plan to those included in the Company’s 2025 Stock Incentive Plan (which such plan was approved by stockholders at the 2025 Annual General Meeting of Shareholders), and (iii) clarifying the authority that may be delegated by the Board or Compensation Committee from time to time under the Plan to the Company’s officers to set annual incentive opportunities for, and grant awards to, employees other than Named Executive Officers (as defined in the Plan).

The foregoing description of the amendments to the Plan is a summary and does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.


Exhibit Number						Description
10.1						Helen of Troy Limited Amended and Restated Annual Incentive Plan
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			HELEN OF TROY LIMITED

Date: May 19, 2026			/s/ Brian L. Grass
			Brian L. Grass
			Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer