FORM 4
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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 |
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| 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) |
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3. Date of Earliest Transaction
(MM/DD/YYYY)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person | |
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 7. 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 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 | |||||
| Director | 10% Owner | Officer | Other | ||
| 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 99.1 | 3/3/2026 | |
| **Signature of Reporting Person | Date | |
| 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. | |
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AQUA CAPITAL, LTD.
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By:
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/s/ Alfredo Jose Diez Ramirez
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Name: Alfredo Jose Diez Ramirez
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Title: President
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DURANGO CAPITAL, LTD.
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By:
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/s/ Alfredo Jose Diez Ramirez
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Name: Alfredo Jose Diez Ramirez
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Title: President
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FUNDACION OMERINTA
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By:
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/s/ Ida Lides de Rodriguez
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Name: Ida Lides de Rodriguez
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Title: President of Brinza International Corp., Sole Member of the Foundation Council
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BRINZA INTERNATIONAL CORP
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By:
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/s/ Ida Lides de Rodriguez
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Name: Ida Lides de Rodriguez
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Title: President
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FUNDACION BARNIZ
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By:
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/s/ Arcenio Abdiel Barrios Solis
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Name: Arcenio Abdiel Barrios Solis
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Title: President of the Foundation Council
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ALFREDO JOSE DIEZ RAMIREZ
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By:
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/s/ Alfredo Jose Diez Ramirez
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Name: Alfredo Jose Diez Ramirez
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AQUA CAPITAL, LTD.
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By:
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/s/ Richard Previdi
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Name: Richard Previdi
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Title: Attorney-in-fact
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DURANGO CAPITAL, LTD.
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By:
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/s/ Richard Previdi
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Name: Richard Previdi
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Title: Attorney-in-fact
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FUNDACION OMERINTA
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By:
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/s/ Richard Previdi
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Name: Richard Previdi
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Title: Attorney-in-fact
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BRINZA INTERNATIONAL CORP
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By:
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/s/ Richard Previdi
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Name: Richard Previdi
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Title: Attorney-in-fact
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FUNDACION BARNIZ
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By:
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/s/ Richard Previdi
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Name: Richard Previdi
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Title: Attorney-in-fact
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ALFREDO JOSE DIEZ RAMIREZ
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By:
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/s/ Richard Previdi
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Name: Richard Previdi
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Title: Attorney-in-fact
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