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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 28 , 2021 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-14669 Helen of Troy HELEN OF TROY LIMITED ( Exact name of registrant as specified in its charter ) Bermuda 74-2692550 ( State or other jurisdiction of incorporation or organization ) ( I.R.S. Employer Identification No. ) Clarendon House , 2 Church Street , Hamilton , Bermuda 1 Helen of Troy Plaza , El Paso , Texas ( Registrant's United States Mailing Address ) 79912 ( Zip Code ) ( 915 ) 225-8000 ( Address of principal executive offices ) ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common Shares , $ 0.10 par value per share Trading Symbol ( s ) HELE Name of each exchange on which registered The NASDAQ Stock Market LLC 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 ☑ Accelerated filer ☐ Non - accelerated filer ☐ Smaller reporting company I ☐ 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 . ☑ 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 the voting and non - voting common shares held by non - affiliates of the registrant as of August 31 , 2020 , based upon the closing price of the common shares as reported by The NASDAQ Global Select Market on such date , was approximately $ 5,201.1 million . As of April 22 , 2021 , there were 24,450,072 common shares , $ 0.10 par value per share , outstanding . DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2021 Annual General Meeting of Shareholders to be filed within one hundred and twenty days of the fiscal year ended February 28 , 2021 ( 2021 Proxy Statement ) are incorporated by reference into Part III of this report to the extent described herein .