FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Aqua Capital, Ltd.
2. Issuer Name and Ticker or Trading Symbol

ENERGIZER HOLDINGS, INC. [ ENR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CALEDCO CORPORATION, 5757 BLUE LAGOON DRIVE, SUITE 370
3. Date of Earliest Transaction (MM/DD/YYYY)

2/2/2026
(Street)

MIAMI, FL 33126
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 2/2/2026  P  5,000 A$22.472 (1)7,005,000 (2)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $22.36 to $22.50, inclusive. The reporting person undertakes to provide to Energizer Holdings, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.
(2) These shares are owned directly by Aqua Capital, Ltd., which is a wholly owned subsidiary of Durango Capital, Ltd ("Durango Capital"), which is owned 50% by The Apollo Trust (established under the laws of Bermuda) and 50% by The Minerva Trust (established under the laws of Bermuda). Fundacion Omerinta is the Protector of each of The Apollo Trust and The Minerva Trust and controls the appointment of the trustees of The Apollo Trust and The Minerva Trust. Brinza International Corp. is the founder and sole member of the Foundation Council (which acts like a board of directors) of Fundacion Omerinta, and Fundacion Barniz is the sole shareholder of Brinza International Corp. Alfredo Jose Diez Ramirez is the Founder and Protector of Fundacion Barniz and the sole director and president of Durango Capital, Ltd. Durango Capital, Fundacion Omerinta, Brinza International Corp., Fundacion Barniz and Alfredo Jose Diez Ramirez are indirect beneficial owners of the reported securities.

Remarks:
The Reporting Persons are filing this Form 4 because they may be deemed to be members of a Section 13(d) group that collectively beneficially owned more than 10% of the Issuer's outstanding common stock. The filing of this Form 4 shall not be deemed to be an admission that the Reporting Persons are members of such a group. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its pecuniary interest, if any, therein, and this Form 4 shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

See Exhibit 24.1. - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Aqua Capital, Ltd.
C/O CALEDCO CORPORATION
5757 BLUE LAGOON DRIVE, SUITE 370
MIAMI, FL 33126

X

Durango Capital, Ltd.
C/O CALEDCO CORPORATION
5757 WATERFORD DISTRICT DRIVE, SUITE 370
MIAMI, FL 33126

X

Fundacion Omerinta
C/O CALEDCO CORPORATION
5757 WATERFORD DISTRICT DRIVE, SUITE 370
MIAMI, FL 33126

X

Brinza International Corp
C/O CALEDCO CORPORATION
5757 WATERFORD DISTRICT DRIVE, SUITE 370
MIAMI, FL 33126

X

Fundacion Barniz
C/O CALEDCO CORPORATION
5757 WATERFORD DISTRICT DRIVE, SUITE 370
MIAMI, FL 33126

X

Diez Ramirez Alfredo Jose
C/O CALEDCO CORPORATION
5757 WATERFORD DISTRICT DRIVE, SUITE 370
MIAMI, FL 33126

X


Signatures
/s/ See signatures attached as Exhibit 99.13/3/2026
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

EXHIBIT 24.1
 
POWER OF ATTORNEY
 
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Richard Previdi and Luisa F. Vergara, each signing SINGLY, the undersigned’s true and lawful attorney-in-fact to:
 
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a holder of 10% or more of the registered class of securities of Energizer Holdings, Inc. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;
 
(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
 
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
 
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in- fact, serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
[Signatures follow]


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 18th day of December 2025.
 
 
AQUA CAPITAL, LTD.
 
     
 
By:
/s/ Alfredo Jose Diez Ramirez
 
   
Name: Alfredo Jose Diez Ramirez
 
   
Title: President
 

 
DURANGO CAPITAL, LTD.
 
     
 
By:
/s/ Alfredo Jose Diez Ramirez
 
   
Name: Alfredo Jose Diez Ramirez
 
   
Title: President
 

 
FUNDACION OMERINTA
 
     
 
By:
/s/ Ida Lides de Rodriguez
 
   
Name: Ida Lides de Rodriguez
 
   
Title: President of Brinza International Corp., Sole Member of the Foundation Council
 

 
BRINZA INTERNATIONAL CORP
 
       
 
By:
/s/ Ida Lides de Rodriguez
 
   
Name: Ida Lides de Rodriguez
 
   
Title: President
 

 
FUNDACION BARNIZ
 
     
 
By:
/s/ Arcenio Abdiel Barrios Solis
 
   
Name: Arcenio Abdiel Barrios Solis
 
   
Title: President of the Foundation Council
 

 
ALFREDO JOSE DIEZ RAMIREZ
 
     
 
By:
/s/ Alfredo Jose Diez Ramirez
 
   
Name: Alfredo Jose Diez Ramirez
 




EXHIBIT 99.1
 
This Statement on Form 4 is filed jointly by the Reporting Persons listed below. The principal business address of each of these Reporting Persons can be found on the Form 4 filed herewith.
 
Name of Designated Filer: Aqua Capital, Ltd.
 
Date of Event Requiring Statement: February 2, 2026
 
Issuer Name and Ticker or Trading Symbol: Energizer Holdings, Inc. [ ENR ]
 
 
AQUA CAPITAL, LTD.
 
     
 
By:
/s/ Richard Previdi
 
   
Name: Richard Previdi
 
   
Title: Attorney-in-fact
 

 
DURANGO CAPITAL, LTD.
 
     
 
By:
/s/ Richard Previdi
 
   
Name: Richard Previdi
 
   
Title: Attorney-in-fact
 

 
FUNDACION OMERINTA
 
     
 
By:
/s/ Richard Previdi
 
   
Name: Richard Previdi
 
   
Title: Attorney-in-fact
 

 
BRINZA INTERNATIONAL CORP
 
       
 
By:
/s/ Richard Previdi
 
   
Name: Richard Previdi
 
   
Title: Attorney-in-fact
 


 
FUNDACION BARNIZ
 
     
 
By:
/s/ Richard Previdi
 
   
Name: Richard Previdi
 
   
Title: Attorney-in-fact
 

 
ALFREDO JOSE DIEZ RAMIREZ
 
     
 
By:
/s/ Richard Previdi
 
   
Name: Richard Previdi
 
   
Title: Attorney-in-fact