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Item 1. Financial Statements

2025-05-07 compared with 2025-02-10 · 284 added, 271 removed, 557 unchanged (50% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

December 31, 2024 AND JUNE 30, 2024

March 31, 2025 AND JUNE 30, 2024

(In thousands, except par values)

3 unchanged sentences

Prepaid expenses and other current assets

Assets held for sale

Total current assets

8 unchanged sentences

Current portion of long-term debt

Liabilities related to assets held for sale

Total current liabilities

21 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED December 31, 2024 AND 2023

FOR THE THREE AND NINE MONTHS ENDED March 31, 2025 AND 2024

(In thousands, except per share amounts)

Three Months Ended December 31,

Six Months Ended December 31,

Three Months Ended

Nine Months Ended

Cost of sales

1 unchanged sentence

Goodwill impairment

Intangibles and long-lived asset impairment

Long-lived asset and intangibles impairment

Productivity and transformation costs

2 unchanged sentences

Interest and other financing expense, net

Other (income) expense, net

Other expense (income), net

Loss before income taxes and equity in net loss of equity-method investees

Provision (benefit) for income taxes

(Benefit) provision for income taxes

Equity in net loss of equity-method investees

4 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED )

FOR THE THREE AND SIX MONTHS ENDED December 31, 2024 AND 2023

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED )

FOR THE THREE AND NINE MONTHS ENDED March 31, 2025 AND 2024

(In thousands)

Three Months Ended

December 31, 2024

December 31, 2023

Other comprehensive (loss) income:

March 31, 2025

March 31, 2024

Other comprehensive income (loss):

Foreign currency translation adjustments before reclassifications

Change in deferred gains (losses) on cash flow hedging instruments

Change in deferred (losses) gains on fair value hedging instruments

Change in deferred gains (losses) on net investment hedging instruments

Total other comprehensive (loss) income

Total comprehensive (loss) income

Six Months Ended

December 31, 2024

December 31, 2023

Other comprehensive (loss) income:

Change in deferred (losses) gains on cash flow hedging instruments

Change in deferred gains (losses) on fair value hedging instruments

Change in deferred (losses) gains on net investment hedging instruments

Total other comprehensive income (loss)

Total comprehensive loss

Nine Months Ended

March 31, 2025

March 31, 2024

Other comprehensive income (loss):

Foreign currency translation adjustments before reclassifications

1 unchanged sentence

Change in deferred losses on fair value hedging instruments

Change in deferred gains (losses) on net investment hedging instruments

Total other comprehensive loss

Change in deferred losses on net investment hedging instruments

Total other comprehensive income (loss)

Total comprehensive loss

3 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED December 31, 2024

FOR THE THREE AND NINE MONTHS ENDED March 31, 2025

(In thousands, except par values)

3 unchanged sentences

Other comprehensive income

Issuance of common stock pursuant to stock-based compensation plans

Issuance of common stock pursuant to

stock-based compensation plans

Employee shares withheld for taxes

2 unchanged sentences

Other comprehensive loss

Issuance of common stock pursuant to stock-based compensation plans

Issuance of common stock pursuant to

stock-based compensation plans

Employee shares withheld for taxes

1 unchanged sentence

Balance at December 31, 2024

Other comprehensive income

Issuance of common stock pursuant to

stock-based compensation plans

Employee shares withheld for taxes

Stock-based compensation expense

Balance at March 31, 2025

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED December 31, 2023

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024

(In thousands, except par values)

3 unchanged sentences

Other comprehensive loss

Issuance of common stock pursuant to stock-based compensation plans

Issuance of common stock pursuant to

stock-based compensation plans

Employee shares withheld for taxes

2 unchanged sentences

Other comprehensive income

Issuance of common stock pursuant to stock-based compensation plans

Issuance of common stock pursuant to

stock-based compensation plans

Employee shares withheld for taxes

1 unchanged sentence

Balance at December 31, 2023

Other comprehensive loss

Issuance of common stock pursuant to

stock-based compensation plans

Employee shares withheld for taxes

Stock-based compensation expense

Balance at March 31, 2024

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED December 31, 2024 AND 2023

FOR THE NINE MONTHS ENDED MARCH 31, 2025 AND 2024

(In thousands)

Six Months Ended December 31,

Nine Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

5 unchanged sentences

Goodwill impairment

Intangibles and long-lived asset impairment

Long-lived asset and intangibles impairment

Loss on sale of assets

8 unchanged sentences

Purchases of property, plant and equipment

Investments and joint ventures, net

Proceeds from termination of net investment hedges

Proceeds from sale of assets

Net cash provided by (used in) investing activities

Investments and joint ventures, net

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

4 unchanged sentences

Employee shares withheld for taxes

Proceeds from termination of fair value hedge

Net cash used in financing activities

Effect of exchange rate changes on cash

Net increase in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

8 unchanged sentences

For more than 30 years, Hain Celestial has intentionally focused on delivering nutrition and well-being that positively impacts today and tomorrow.

Headquartered in Hoboken, N.J., Hain Celestial’s products across snacks, baby & kids, beverages, meal preparation, and personal care are marketed and sold in over 70 countries around the world.

Headquartered in Hoboken, N.J., Hain Celestial’s products across snacks, baby & kids, beverages, and meal preparation are marketed and sold in over 70 countries around the world.

The Company operates under two reportable segments:

North America and International.

The Company’s leading brands include Garden Veggie Snacks, Terra ® chips, Garden of Eatin’ ® snacks, Hartley’s ® Jelly, Earth’s Best ® and Ella’s Kitchen ® baby and kids foods, Celestial Seasonings ® teas, Joya ® and Natumi ® plant-based beverages, Greek Gods ® yogurt, Cully & Sully ® , Yorkshire Provender ® , New Covent Garden ® and Imagine ® soups, Yves ® and Linda McCartney’s ® (under license) meat-free, and Avalon Organics ® personal care, among others.

The Company’s leading brands include Garden Veggie Snacks, Terra ® chips, Garden of Eatin’ ® snacks, Hartley’s ® jelly, Earth’s Best ® Organic and Ella’s Kitchen ® baby and kids foods, Celestial Seasonings ® teas, Joya ® and Natumi ® plant-based beverages, The Greek Gods ® yogurt, Cully & Sully ® , Yorkshire Provender ® , New Covent Garden ® and Imagine ® soups, among others.

BASIS OF PRESENTATION

9 unchanged sentences

The unaudited consolidated financial statements reflect all normal recurring adjustments which, in management’s opinion, are necessary for a fair presentation for interim periods.

Operating results for the three and six months ended December 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2025.

Operating results for the three and nine months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2025.

Please refer to the Notes to the Consolidated Financial Statements as of June 30, 2024 and for the fiscal year then ended included in the Form 10-K for information not included in these condensed notes.

7 unchanged sentences

The Company has non-recourse financing arrangements in which eligible receivables are sold to third-party buyers in exchange for cash.

The Company transferred accounts receivable in their entirety to

the buyers and satisfied all of the conditions to report the transfer of financial assets in their entirety as a sale.

The principal amount of receivables sold under these arrangements was $ 137,117 and $ 159,760 during the six months ended December 31, 2024 and 2023, respectively.

The Company transferred accounts receivable in their entirety to the buyers and satisfied all of the conditions to report the transfer of financial assets in their entirety as a sale.

The principal amount of receivables sold under these arrangements was $ 216,002 and $ 223,600 during the nine months ended March 31, 2025 and 2024, respectively.

The incremental cost of financing receivables under these arrangements is included in selling, general and administrative expenses on the Company’s consolidated statements of operations.

20 unchanged sentences

The following table sets forth the computation of basic and diluted net loss per share on the consolidated statements of operations:

Three Months Ended December 31,

Six Months Ended December 31,

Three Months Ended

Nine Months Ended

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per common share

Due to the Company’s net loss in each of the three and six months ended December 31, 2024 and December 31, 2023, all common stock equivalents such as stock options, unvested restricted share units and performance share units have been excluded from the computation of diluted net loss per share.

Due to the Company’s net loss in each of the three and nine months ended March 31, 2025 and March 31, 2024, all common stock equivalents such as stock options, unvested restricted share units and performance share units have been excluded from the computation of diluted net loss per share.

The effect of the stock options and unvested restricted share units would have been anti-dilutive to the computations.

The performance share units were contingently issuable based on market conditions and such conditions had not been achieved during the respective periods.

The performance share units were contingently issuable based on market conditions or performance goals and such conditions or goals had not been achieved during the respective periods.

ASSETS AND LIABILITIES HELD FOR SALE

During the third quarter of fiscal year 2025, the Company announced that it was exploring strategic alternatives regarding its Personal Care (“PC”) business to focus on its portfolio of better-for-you food and beverages.

The Company determined that its personal care business was held for sale and ascribed an aggregate $ 10,762 of goodwill from its U.S.

and Canada reporting units to the personal care business.

The business primarily operated in the U.S.

and Canada reporting units and was included in the Company’s North America reportable segment.

During the three and nine months ended March 31, 2025, the Company recorded a non-cash charge of $ 23,089 to write down the carrying amount of the disposal group to its estimated fair value less cost to dispose, which was reflected within intangibles and long-lived asset impairment on the consolidated statements of operations.

The following table presents the major classes of assets and liabilities of the personal care business classified as held for sale:

Accounts receivable, net

Prepaid expenses and other current assets

Property, plant and equipment, net

Other noncurrent assets

Operating lease right-of-use assets, net

Allowance for reduction of assets held for sale

Assets held for sale

Accounts payable

Operating lease liabilities

Accrued expenses and other current liabilities

Liabilities held for sale

On August 30, 2024, the Company completed the sale of its ParmCrisps ® business for total cash consideration of $ 12,000 , subject to customary post-closing adjustments.

1 unchanged sentence

ParmCrisps ® was part of the Company’s North America reportable segment.

During the six months ended December 31, 2024, the Company deconsolidated the net assets of ParmCrisps ® , primarily consisting of $ 7,280 , $ 6,725 , and $ 1,282 of goodwill, inventory, and machinery and equipment, respectively, and recognized a pretax loss on sale of $ 3,863 recorded in other expense (income), net.

During the nine months ended March 31, 2025, the Company deconsolidated the net assets of ParmCrisps ® , primarily consisting of $ 7,280 , $ 6,725 , and $ 1,282 of goodwill, inventory, and machinery and equipment, respectively, and recognized a pretax loss on sale of $ 3,863 recorded in other expense (income), net.

Inventories consisted of the following:

December 31, 2024

March 31, 2025

June 30, 2024

3 unchanged sentences

Property, plant and equipment, net consisted of the following:

December 31, 2024

March 31, 2025

June 30, 2024

6 unchanged sentences

Accumulated depreciation

Depreciation expense for the three months ended December 31, 2024 an d 2023 was $ 8,038 and $ 8,352 , respectively.

Depreciation expense for the six months ended December 31, 2024 and 2023 was $ 15,948 and $ 18,178 , respectively.

As a result of the continued decline in actual and projected performance and cash flows related to certain personal care production assets included in the North America reportable segment, the Company determined that an interim impairment test of the asset group was required to be performed during the three months ended December 31, 2024.

The fair value was determined based on orderly liquidation value.

During the three and six months ended December 31, 2024, the Company recognized a non-cash impairment charge of $ 2,254 to reduce the carrying value of such long-lived assets to their estimated fair value.

Impairment charges were recorded within intangibles and long-lived asset impairment on the consolidated statement of operations.

During the six months ended December 31, 2023, the Company recognized a non-cash impairment charge of $ 20,666 related to its former Bell, CA production facility to reduce those assets to their estimated fair value in connection with the closure of such facility.

During the three and six months ended December 31, 2024, the Company recognized a $ 1.7 million pretax gain on the sale of such long-lived assets, which was included as a component of other income, net on the consolidated statement of operations.

Depreciation expense for the three months ended March 31, 2025 and 2024 was $ 8,013 and $ 8,232 , respectively.

Depreciation expense for the nine months ended March 31, 2025 and 2024 was $ 23,961 and $ 26,410 , res pectively.

During the nine months ended March 31, 2025, the Company recognized a non-cash impairment charge of $ 2,254 to reduce the carrying value of certain personal care production assets in the North America reportable segment to their estimated fair value.

During the nine months ended March 31, 2024, the Company recognized a non-cash impairment charge of $ 20,666 related to its former Bell, CA production facility to reduce those assets to their estimated fair value in connection with the closure of such facility.

During the nine months ended March 31, 2025, the Company recognized a $ 1.6 million pretax gain on the sale of such long-lived assets, which was included as a component of other income, net on the consolidated statement of operations.

During the three and nine months ended March 31, 2024, the Company recognized a non-cash impairment charge of $ 5,875 to reduce the carrying amount of ParmCrisps ® machinery and equipment, to its estimated fair value, which was recorded within intangibles and long-lived asset impairment on the consolidated statements of operations.

The Company leases office space, warehouse and distribution facilities, manufacturing equipment and vehicles primarily in North America and Western Europe.

The Company determines if an arrangement is or contains a lease at inception.

At December 31, 2024 and June 30, 2024, right of use assets related to finance leases are included in property, plant and equipment, net on the consolidated balance sheets.

At March 31, 2025 and June 30, 2024, right of use assets related to finance leases are included in property, plant and equipment, net on the consolidated balance sheets.

Lease liabilities for finance leases are included in the current and non-current portions of long-term debt on the consolidated balance sheets.

The current portion of the operating lease liabilities are included in accrued expenses and other current liabilities on the consolidated balance sheets.

The current portion of the operating lease liabilities is included in accrued expenses and other current liabilities on the consolidated balance sheets.

The Company does not have any related party leases, and sublease transactions are de minimis.

The components of lease expenses for the three and six months ended December 31, 2024 and 2023 were as follows:

The components of lease expenses for the three and nine months ended March 31, 2025 and 2024 were as follows:

Three Months Ended

Six Months Ended

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

Nine Months Ended

March 31, 2025

March 31, 2024

March 31, 2025

March 31, 2024

Operating lease expenses

8 unchanged sentences

Divestiture (2)

Impairment charge

Balance as of December 31, 2024

Impairment charges

Reclassification of goodwill to held for sale (3)

Balance as of March 31, 2025

(1) The total carrying value of goodwill is reflected net of $ 134,277 of accumulated impairment charges, of which $ 7,700 is related to the North America reportable segment and $ 126,577 is related to the International reportable segment.

(2) During the six months ended December 31, 2024, the Company completed the divestiture of ParmCrisps ® , a component of the North America reportable segment.

Goodwill of $ 7,280 was assigned to the divested component on a relative fair value basis.

As of December 31, 2024, the Company performed an assessment of factors to determine whether it was more likely than not that the fair value of each reporting unit within both of the North America and International reportable segments was less than its respective carrying amount, including goodwill.

As a result of the continued decline in the Company’s market capitalization and the recognition of significant intangible asset impairment charges within the reporting units in its North America reportable segment during the three months ended December 31, 2024, the Company completed an interim quantitative impairment test for goodwill for both its U.S.

and Canada reporting units within the North America reportable segment as of December 31, 2024.

For the United Kingdom, Western Europe, and Ella’s Kitchen UK reporting units, the Company performed a qualitative evaluation to assess factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill.

The Company concluded that the qualitatively tested reporting units estimated fair values exceeded their carrying amounts.

During the three months ended December 31, 2024, the Company conducted interim quantitative impairment tests of goodwill for both the U.S.

(2) Represents the goodwill assigned to the ParmCrisps ® business in connection with the divestiture of such business, which was ascribed on a relative fair value basis.

See Note 5, Disposition, for more information.

(3) Represents the goodwill ascribed to the personal care business in connection with the classification such business as held for sale.

See Note 4, Assets And Liabilities Held for Sale, for more information.

As of March 31, 2025, the Company performed an assessment of factors to determine whether it was more likely than not that the fair value of each reporting unit within both of the North America and International reportable segments was less than its respective carrying amount, including goodwill.

As a result of a significant reduction in actual and projected performance and cash flows, as well as a continued decline in the Company’s market capitalization during the three months ended March 31, 2025, the Company completed an interim quantitative impairment test for goodwill for both its U.S.

and Canada reporting units within the North America reportable segment as of March 31, 2025.

For the United Kingdom (“U.K”), Western Europe, and Ella’s Kitchen UK reporting units, the Company performed a qualitative evaluation to assess factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill.

The Company concluded that the qualitatively tested reporting units’ estimated fair values exceeded their carrying amounts, while noting a recent decline in performance within the U.K.

reporting units.

During the three months ended March 31, 2025, the Company conducted interim quantitative impairment tests of goodwill for the U.S.

and Canada reporting units.

The fair values were estimated using a blended approach of the Discounted Cash Flow (“DCF”) method income approach and the Guideline Public Company Methodology (“GPCM”) market approach.

As of December 31, 2024, the U.S.

As of March 31, 2025, the U.S.

reporting unit’s carrying amount exceeded its estimated fair value of $ 690,000 , resulting in the recognition of a non-cash impairment charge of $ 88,712 to reduce the carrying value of the U.S.

reporting unit goodwill from $ 633,774 to $ 542,507 .

The goodwill related to the U.S.

reporting unit remains at risk of potential impairment if the fair value of this reporting unit, and its associated assets, decrease in value due to the amount and timing of expected future cash flows, decreased customer demand for products, an inability to execute management’s business strategies, or general market conditions, such as economic downturns, and changes in interest rates, including discount rates.

reporting unit goodwill to $ 450,503 .

Aggregate goodwill impairment charges associated with the U.S.

reporting unit were $ 179,979 for the nine months ended March 31, 2025.

The Canada reporting unit’s carrying amount exceeded its estimated fair value of $ 28,549 , resulting in the recognition of a non-cash impairment charge of $ 21,539 to reduce the carrying value of the Canada reporting unit goodwill to $ 17,549 .

The goodwill related to the U.S., Canada and U.K.

reporting units is at risk of potential impairment if the fair value of these reporting units, and their associated assets, decrease in value due to the amount and timing of expected future cash flows,

decreased customer demand for products, an inability to execute management’s business strategies, or general market conditions, such as economic downturns, and changes in interest rates, including discount rates.

Future cash flow estimates are, by their nature, subjective, and actual results may differ materially from the Company’s estimates.

If the Company’s ongoing cash flow projections are not met or if market factors utilized in the impairment test deteriorate, including an unfavorable change in the terminal growth rate or the weighted-average cost of capital, the Company may have to record additional impairment charges in future periods.

The Canada reporting unit’s estimated fair value significantly exceeded its carrying amount as of December 31, 2024, indicating no risk of potential impairment.

As of December 31, 2024, goodwill associated with the Canada reporting unit had a carrying value of $ 46,501 .

Other Intangible Assets

The following table includes the gross carrying amount and accumulated amortization, where applicable, for intangible assets, excluding goodwill:

December 31, 2024

March 31, 2025

June 30, 2024

6 unchanged sentences

Net other intangible assets

(1) The gross carrying value of trademarks and tradenames is reflected net of $ 254,887 and $ 251,551 of a ccumulated impairment charges as of December 31, 2024 and June 30, 2024, respectively.

(2) The reduction in carrying value of other intangible assets as of December 31, 2024 reflected accumulated non-cash impairment charges of $ 29,366 and $ 17,032 recognized as of December 31, 2024 and June 30, 2024, respectively.

During the three months ended December 31, 2024, the Company recorded a non-cash impairment charge of $ 15,733 within its North America reportable segment related to its personal care intangible assets (primarily Avalon Organics ® JASON ® , and Live Clean ® trademarks and tradenames) in connection with the Company’s announcement to explore strategic alternatives associated with its personal care business.

The Company determined that not all criteria were met to be able to classify the personal care business as held for sale as of December 31, 2024, since the Company had not sought approval from its Board of Directors to explore strategic alternatives for such business prior to that date.

However, since a plan was initiated shortly after the balance

sheet date, the Company determined that the associated long-lived assets should be tested for recoverability as of December 31, 2024.

To determine the amount of the impairment, the Company compared the carrying amount of the personal care intangible assets to their estimated fair value.

The assets are part of the North America reportable segment and have a remaining aggregate carrying amount of nil as of December 31, 2024.

Amortized intangible assets, which are deemed to have a finite life, primarily consist of customer relationships, trademarks and tradenames and are amortized over their estimated useful lives of 7 to 25 years.

The weighted average remaining amortization period of amortized intangible assets is 8.1 years.

(1) The gross carrying value of trademarks and tradenames is reflected net of $ 254,890 and $ 251,551 of a ccumulated impairment charges as of March 31, 2025 and June 30, 2024, respectively.

(2) The reduction in carrying value of other intangible assets as of March 31, 2025 reflected accumulated non-cash impairment charges of $ 30,326 and $ 17,032 recognized as of March 31, 2025 and June 30, 2024, respectively.

During the nine months ended March 31, 2025, the Company recorded a non-cash impairment charge of $ 15,733 within its North America reportable segment related to its personal care intangible assets, primarily Avalon Organics ® JASON ® , and Live Clean ® trademarks and tradenames.

The assets are part of the North America reportable segment and have a remaining aggregate carrying amount of nil as of March 31, 2025.

During the three months ended March 31, 2024, the Company recorded a non-cash impairment charge of $ 10,797 related to Thinsters ® indefinite and definite lived intangible assets in connection with the probable sale of its Thinsters ® cookie business.

During the three months ended March 31, 2024, the Company recorded non-cash impairment charges of $ 12,815 and $ 8,000 for the personal care tradenames and the ParmCrisps ® trademark, respectively, to reduce the carrying amounts of such intangible assets to their estimated fair values of $ 13,000 and nil , respectively, as a result of further expected decline in the actual and projected performance and cash flows.

During the three months ended March 31, 2024, the Company recorded non-cash impairment charges of $ 10,586 to reduce the carrying amount of the ParmCrisps ® customer relationships to their estimated fair value.

Impairment charges were recorded within intangibles and long-lived asset impairment on the Consolidated Statements of Operations.

The customer relationship intangible asset was part of the North America reportable segment and was fully impaired as of March 31, 2024.

The weighted average remaining amortization period of amortized intangible as sets is 8.2 years.

Amortization expense included in the consolidated statements of operations is as follows:

Three Months Ended December 31,

Six Months Ended December 31,

Three Months Ended

Nine Months Ended

Amortization of acquired intangibles

1 unchanged sentence

Debt and borrowings consisted of the following:

December 31, 2024

March 31, 2025

June 30, 2024

8 unchanged sentences

$ 85 ) of short-term finance lease obligations.

Amended and Restated Credit Agreement

On August 22, 2023, the Company entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement (as amended, the “Credit Agreement”).

The Credit Agreement provides for senior secured financing of $ 1,100 million in the aggregate, consisting of (1) $ 300 million in aggregate principal amount of term loans (the “Term Loans”) and (2) an $ 800 million senior secured revolving credit facility (which includes borrowing capacity available for letters of credit, and is comprised of a $ 440 million U.S.

revolving credit facility and $ 360 million global revolving credit facility) (the “Revolver”).

Credit Agreement

On December 22, 2021, the Company entered into a Fourth Amended and Restated Credit Agreement (as subsequently amended, the “Credit Agreement”).

The Credit Agreement originally provided for senior secured financing of $ 1,100,000 in the aggregate, consisting of (1) $ 300,000 in aggregate principal amount of term loans (the “Term Loans”) and (2) an $ 800,000 senior secured revolving credit facility (which includes borrowing capacity available for letters of credit, and was originally comprised of a $ 440,000 U.S.

revolving credit facility and $ 360,000 global revolving credit facility) (the “Revolver”).

Both the Revolver and the Term Loans mature on December 22, 2026.

1 unchanged sentence

The Credit Agreement includes financial covenants that require compliance with a consolidated secured leverage ratio, a consolidated leverage ratio and a consolidated interest coverage ratio.

Pursuant to the Second Amendment, the Company’s maximum consolidated secured leverage ratio was amended to be 5.00 :1.00 until September 30, 2023, 5.25 :1.00 until December 31, 2023 and 5.00 :1.00 until December 31, 2024 (the period of time during which such maximum consolidated secured leverage ratios are in effect, the “Second Amendment Period”).

Following the Second Amendment Period, the maximum consolidated secured leverage ratio will be 4.25 :1.00, subject to possible temporary increase following certain corporate acquisitions.

Pursuant to the Credit Agreement, the Company’s maximum consolidated leverage ratio is 6.00 :1.00.

Pursuant to the Second Amendment, the Company’s minimum interest coverage ratio was amended to be 2.50 :1.00.

During the Second Amendment Period, loans under the Credit Agreement bear interest at (a) Term SOFR plus 2.5 % per annum or (b) the Base Rate plus 1.5 % per annum.

Following the Second Amendment Period, loans bear interest at rates based on (a) Term SOFR plus a rate ranging from 1.125 % to 2.0 % per annum or (b) the Base Rate plus a rate ranging from 0.125 % to 1.0 % per annum, the relevant rate in each case being the Applicable Rate.

The Applicable Rate following the Second Amendment Period is determined in accordance with a leverage-based pricing grid, as set forth in the Credit Agreement as amended by the Second Amendment.

Excluding the impac t of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at December 31, 2024 was 7.61 %.

The Company uses interest rate swaps to hedge a portion of the interest rate risk related its outstanding variable rate debt.

As of December 31, 2024, the notional amount of the interest rate swaps was $ 400 million with fixed rate payments of 5.60 %.

Including the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at December 31, 2024 was 6.55 %.

Additionally, the Credit Agreement contains a Commitment Fee (as defined in the Credit Agreement) on the amount unused under the Credit Agreement ranging from 0.15 % to 0.25 % per annum, and such Commitment Fee is determined in accordance with a leverage-based pricing grid.

As of December 31, 2024, there were $ 463,000 of loans under the Revolver, $ 266,800 of Term Loans, and $ 2,775 of letters of credit outstanding under the Credit Agreement.

As of December 31, 2024, $ 334,225 wa s available under the Credit Agreement, subject to compliance with the financial covenants.

As of December 31, 2024, the Company was in compliance with all associated covenants.

On August 22, 2023, the Company entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement.

Pursuant to the Credit Agreement, the Company’s maximum consolidated leverage ratio is 6.00 :1.00 and its minimum interest coverage ratio is 2.50 :1.00.

From the date of the Second Amendment until the date of the Third Amendment (as defined below), loans under the Credit Agreement bore interest at (a) the Secured Overnight Financing Rate plus a credit spread adjustment of 0.10 % (“Term SOFR”) plus 2.5 % per annum or (b) the Base Rate (as defined in the Credit Agreement) plus 1.5 % per annum.

On May 5, 2025, the Company entered into a Third Amendment (the “Third Amendment”) to the Credit Agreement.

Pursuant to the Third Amendment, the Company’s maximum consolidated secured leverage ratio was amended to be 4.75 :1.00 for the quarter ending June 30, 2025 through (and including) the quarter ending March 31, 2026, 4.50 :1.00 for the quarter ending June 30, 2026, and 4.25 :1.00 for the quarter ending September 30, 2026 and thereafter.

Commencing on the date of the Third Amendment, loans under the Credit Agreement bear interest at (a) Term SOFR plus 3.00 % per annum or (b) the Base Rate plus 2.00 % per annum.

The Third Amendment also reduced the size of the Revolver from $ 800,000 to $ 700,000 in the aggregate, with the U.S.

revolving credit facility reduced from $ 440,000 to $ 385,000 and the global revolving credit facility reduced from $ 360,000 to $ 315,000 .

Excluding the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at March 31, 2025 was 7.36 %.

The Company uses interest rate swaps to hedge a portion of the interest rate risk related to its outstanding variable rate debt.

As of March 31, 2025, the notional amount of the interest rate swaps was $ 400,000 with fixed rate payments of 5.10 %.

Including the impact of hedges, the weighted average interest rate on outstanding borrowings under the

Credit Agreement at March 31, 2025 was 6.41 %.

Additionally, the Credit Agreement contains a commitment fee of 0.25 % per annum on the amount unused under the Credit Agreement.

As of March 31, 2025, there were $ 445,000 of loans under the Revolver, $ 264,925 of Term Loans, and $ 2,775 of letters of credit outstanding under the Credit Agreement.

As of March 31, 2025, $ 352,225 was available under the Credit Agreement, subject to compliance with the financial covenants.

As of March 31, 2025, the Company was in compliance with all associated covenants.

Credit Agreement Issuance Costs

In connection with the First and Second Amendments to its Credit Agreement during the second quarter of fiscal year 2023 and first quarter of fiscal year 2024, respectively, the Company incurred debt issuance costs of approximately $ 5,841 , of which $ 5,729 was deferred.

In connection with amendments to the Credit Agreement during the second quarter of fiscal year 2023 and the first quarter of fiscal year 2024, the Company incurred debt issuance costs of approximately $ 5,841 , of which $ 5,729 was deferred.

Of the total deferred costs, $ 4,198 were associated with the Revolver and are being amortized on a straight-line basis within Other assets on the consolidated balance sheets, and $ 1,531 are being recorded as an adjustment to the carrying amount of the Term Loans as a component of Interest and other financing expense, net over the term of the Credit Agreement utilizing the effective interest rate method.

Interest paid during the three and six months ended December 31, 2024 was $ 11,828 and $ 24,283 , respectively.

Interest paid during the three and six months ended December 31, 2023 was $ 15,956 and $ 27,388 , respectively.

Interest paid during the three and nine months ended March 31, 2025 was $ 10,732 and $ 35,014 , respectively.

Interest paid during the three and nine months ended March 31, 2024 was $ 12,666 and $ 40,054 , respectively.

In general, the Company uses an estimated annual effective tax rate, which is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes.

However, to the extent that application of the estimated annual effective tax rate is not representative of the quarterly portion of actual tax expense expected to be recorded for the year in a jurisdiction, the Company determines the provision for income taxes based on actual year-to-date income (loss) which it has done for certain jurisdictions for the quarter ended December 31, 2024.

Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability on the effective tax rates from quarter to quarter.

The Company’s effective tax rate may change from period-to-period based on recurring and non-recurring factors including the geographical mix of earnings, enacted tax legislation, state and local income taxes and tax audit settlements.

The effective income tax rate was an expense of 2.7 % and a benefit of 25.2 % for the three months ended December 31, 2024 and 2023, respectively.

The effective income tax rate was an expense of 5.4 % and a benefit of 30.0 % for the six months ended December 31, 2024 and 2023, respectively.

The effective income tax rates for the three and six months ended December 31, 2024 and December 31, 2023 were impacted by the geographical mix of earnings and state income taxes.

The effective income tax rate for the three and six months ended December 31, 2024 was also impacted by the impairment of goodwill and personal care intangibles and movement in both federal and state valuation allowances.

The effective income tax rate for the three and six months ended December 31, 2023 was impacted by tax expense related to stock-based compensation, global intangible low-taxed income, and limitations on the deductibility of executive compensation.

The effective income tax rate was a benefit of 0.4 % and an expense of 12.1 % for the three months ended March 31, 2025 and 2024, respectively.

The effective income tax rate was an expense of 2.3 % and a benefit of 6.1 % for the nine months ended March 31, 2025 and 2024, respectively.

The effective income tax rates for the three and nine months ended March 31, 2025 and March 31, 2024 were impacted by the geographical mix of earnings, state income taxes, impairment of goodwill and intangibles, as well as movement in both federal and state valuation allowances.

The effective income tax rates for the three and nine months ended March 31, 2024 were impacted by tax expense related to stock-based compensation, global intangible low-taxed income, and limitations on the deductibility of executive compensation.

ACCUMULATED OTHER COMPREHENSIVE LOSS

12 unchanged sentences

Balance at December 31, 2023

Other comprehensive (loss) income before reclassifications

Amounts reclassified into income

Net change in accumulated other comprehensive (loss) income for the three months ended March 31, 2024 (1)

Balance at March 31, 2024

Balance at June 30, 2024

7 unchanged sentences

Balance at December 31, 2024

(1) See Note 14, Derivatives and Hedging Activities, for the amounts reclassified into income for deferred gains on hedging instruments recorded in the consolidated statements of operations during the three and six months ended December 31, 2024 and 2023.

Other comprehensive income (loss) before reclassifications

Amounts reclassified into (income) expense

Net change in accumulated other comprehensive income (loss) for the three months ended March 31, 2025 (1)

Balance at March 31, 2025

(1) See Note 15, Derivatives and Hedging Activities, for the amounts reclassified into income for deferred gains on hedging instruments recorded in the consolidated statements of operations during the three and nine months ended March 31, 2025 and 2024.

STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS

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The Company also historically granted shares under its Amended and Restated 2002 Long-Term Incentive and Stock Award Plan and its 2019 Equity Inducement Award Program.

The Company’s long-term incentive program (“LTIP”) is described in Note 13,

Stock-Based Compensation and Incentive Performance Plans, in the Notes to the Consolidated Financial Statements in the Form 10-K.

The Company’s long-term incentive program (“LTIP”) is described in Note 13, Stock-Based Compensation and Incentive Performance Plans, in the Notes to the Consolidated Financial Statements in the Form 10-K.

In the second quarter of fiscal 2025, a new form of awards was granted to employees that can be settled in cash or stock, at the Company’s discretion.

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Compensation cost and related income tax benefits recognized in the consolidated statements of operations for stock-based compensation plans were as follows:

Three Months Ended December 31,

Six Months Ended December 31,

Three Months Ended

Nine Months Ended

Selling, general and administrative expense

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RSU awards to non-employee directors generally provide for a vesting period of one year.

For PSU awards, the following share figures are stated at target levels, and the awards outstanding as of December 31, 2024 generally provide for vesting at 0 % to 150 % or 200 % of the target level.

For PSU awards, the following share figures are stated at target levels, and the awards outstanding as of March 31, 2025 generally provide for vesting at 0 % to 150 % or 200 % of the target level.

Awards of PSUs and RSUs are issued at no cost to the recipient.

A summary of all stock-based award activity for the six months ended December 31, 2024 is as follows:

A summary of all stock-based award activity for the nine months ended March 31, 2025 is as follows:

Number of Shares

2 unchanged sentences

Non-vested RSUs and PSUs outstanding at June 30, 2024

Non-vested RSUs and PSUs outstanding at December 31, 2024

Non-vested RSUs and PSUs outstanding at March 31, 2025

The fair value of RSUs and PSUs granted and of shares vested, and the tax benefit recognized from restricted shares vesting, was as follows:

Six Months Ended December 31,

Nine Months Ended March 31,

Fair value of RSUs and PSUs granted

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Tax benefit recognized from restricted shares vesting

At December 31, 2024, there wa s $ 26,178 o f unrecognized stock-based compensation expense related to non-vested stock-based awards, which is expected to be recognized over a weighted average period of 1.53 years.

At March 31, 2025 , there was $ 21,452 of unrecognized stock-based compensation expense related to non-vested stock-based awards, which is expected to be recognized over a weighted average period of 1.30 years.

Cash-Settled Award Activity

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The fair value of these cash-settled awards is measured at each reporting period until the awards are settled.

The performance-based cash-settled award liability at December 31, 2024 was recorded ratably based on the Company's projected achievement at the end of the measurement period.

The cash incentive award liability was $ 272 at December 31, 2024, $ 180 of which is classified as a liability and reported in accrued expenses and other current liabilities, with the balance included other non-current liabilities within the consolidated balance sheet.

During the three months ended December 31, 2024, the estimated fair value of granted cash-settled awards was $ 4,749 .

The performance-based cash-settled award liability at March 31, 2025 was recorded ratably based on the Company's projected achievement at the end of the measurement period.

The cash incentive award liability was $ 563 at March 31, 2025, $ 447 of which is classified as a liability and reported in accrued expenses and other current liabilities, with the balance included other non-current liabilities within the consolidated balance sheet.

During the three months ended March 31, 2025, the estimated fair value of granted cash-settled awards was $ 4,749 .

For the reporting period, the Company recognized a forfeiture adjustment of $ 753 .

As of December 31, 2024, the total remaining non-vested cash-settled awards outstanding was $ 4,629 .

At December 31, 2024, there was $ 4,353 of unrecognized cash-based compensation expense related to non-vested awards, which is expected to be recognized over a weighted average period of 2.82 years.

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

As of March 31, 2025, the total remaining non-vested cash-settled awards outstanding was $ 3,996 .

At March 31, 2025, there was $ 3,433 of unrecognized cash-based compensation expense related to non-vested awards, which is expected to be recognized over a weighted average period of 2.58 years.

FAIR VALUE MEASUREMENTS

The Company’s financial assets and liabilities measured at fair value are required to be grouped in one of three levels.

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• Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The following table presents assets and liabilities measured at fair value on a recurring basis as of December 31, 2024:

The following table presents assets and liabilities measured at fair value on a recurring basis as of March 31, 2025:

Derivative financial instruments

3 unchanged sentences

Derivative financial instruments

There were no transfers of financial instruments between the three levels of fair value hierarchy during the six months ended December 31, 2024 or 2023.

There were no transfers of financial instruments between the three levels of fair value hierarchy during the nine months ended March 31, 2025 or 2024.

Derivative Instruments

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Most inputs used to value derivatives fall within Level 2 of the fair value hierarchy, but credit valuation adjustments use Level 3 inputs, such as current credit spreads.

The impact of these adjustments was not significant to the overall valuation, so all derivatives as of December 31, 2024 and June 30, 2024 were classified as Level 2.

The impact of these adjustments was not significant to the overall valuation, so all derivatives as of March 31, 2025 and June 30, 2024 were classified as Level 2.

Nonrecurring Fair Value Measurements

3 unchanged sentences

If an asset is impaired, the Company recognizes an impairment expense equal to the excess of the carrying value over the estimated fair value.

For indefinite-lived intangible assets, the fair value is determined using the relief from royalty approach, considering factors like future growth, royalty rates, discount rates, and other variables.

For indefinite-lived intangible assets, fair value is determined using the relief from royalty approach, considering factors like future growth, royalty rates, discount rates, and other variables.

Fair value measurements for reporting units are estimated using a blended analysis of the DCF income approach and GPCM market approach, which involve significant management judgment and Level 3 inputs, such as economic conditions and customer demand.

1 unchanged sentence

The Company bases its fair value estimates on reasonable assumptions but acknowledges their unpredictability and inherent uncertainty.

During the three and six months ended, December 31, 2024, the Company recorded a non-cash impairment charge of $ 91,267 related to U.S.

reporting unit goodwill as discussed in Note 8, Goodwill and Other Intangible Assets .

As of December 31, 2024, such goodwill was classified as a Level 3 asset measured at fair value on a nonrecurring basis with an estimated fair value of $ 800,000 .

During the three and six months ended December 31, 2024, the Company recorded non-cash impairment charges of $ 17,986 for personal care intangible assets and associated property, plant and equipment as discussed in Note 6, Property and Equipment, Net, and Note 8 , Goodwill and Other Intangible Assets .

As of December 31, 2024, such intangible assets and property, plant and equipment were classified as Level 3 assets measured at fair value on a nonrecurring basis with estimated fair values of nil.

During the three and six months ended December 31, 2023, the Company recognized a non-cash impairment charge of $ 20,666 related to an asset group in the North America reportable segment, as discussed in Note 6, Property, Plant and Equipment, Net .

The asset group was primarily comprised of property, plant and equipment and fair value was determined using a DCF analysis.

As of December 31, 2023, the asset group’s property, plant and equipment were classified as Level 3 assets measured at fair value on a nonrecurring basis.

During the nine months ended March 31, 2025, the Company recorded aggregate non-cash impairment charges of $ 201,518 related to goodwill within its North America reportable segment as discussed in Note 9, Goodwill and Other Intangible Assets .

During the three and nine months ended March 31, 2024, the Company recorded non-cash impairment charges of $ 18,586 , $ 10,797 , and $ 12,815 for ParmCrisps ® , Thinsters ® , and certain North America personal care intangible assets, respectively, as discussed in Note 9, Goodwill and Other Intangible Assets .

During the three and nine months ended March 31, 2024, the Company recorded non-cash impairment charges of $ 5,875 for certain machinery and equipment within the ParmCrisps ® asset group, as discussed in Note 7, Property, Plant and Equipment, Net .

During the nine months ended March 31, 2024, the Company recognized a non-cash impairment charge of $ 20,666 related to an asset group in the North America reportable segment, as discussed in Note 7, Property, Plant and Equipment, net .

DERIVATIVES AND HEDGING ACTIVITIES

14 unchanged sentences

Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

During the three and six months ended December 31, 2024 and 2023, such derivatives were used to hedge the variable cash flows associated with existing variable rate debt.

During the three and nine months ended March 31, 2025 and 2024, such derivatives were used to hedge the variable cash flows associated with existing variable rate debt.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCL and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings.

1 unchanged sentence

During the next 12 months, the Company estimates that an additional $ 3,518 will be reclassified as a decrease to interest expense.

As of December 31, 2024, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

As of March 31, 2025, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

Interest Rate Derivative

8 unchanged sentences

During the next 12 months, the Company estimates that an additional $ 153 relating to the foreign currency forward contracts will be reclassified to interest expense.

As of December 31 , 2024, the Company had the following outstanding foreign currency derivatives that were used to hedge its foreign exchange risks:

As of March 31, 2025 , the Company had the following outstanding foreign currency derivatives that were used to hedge its foreign exchange risks:

Foreign Currency Derivative

12 unchanged sentences

Amounts are reclassified out of AOCL into earnings when the hedged net investment is either sold or substantially liquidated.

As of December 31, 2024, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations:

During the three months ended March 31, 2025, the Company terminated four EUR-USD cross-currency swaps across various counterparties and received proceeds of $ 2,363 .

The Company simultaneously entered into new, at-market cross currency swaps with the same aggregate notional amount as the previous net investment hedges.

The gain from termination will remain in AOCL until the net investment is sold or substantially liquidated.

As of March 31, 2025, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations:

Foreign Currency Derivative

11 unchanged sentences

During the next 12 months, the Company estimates that a n additional $ 476 relating to cross currency swaps will be reclassified as a decrease to interest expense.

As of December 31, 2024, the Company had the following outstanding foreign currency derivatives that were used to hedge changes in fair value attributable to foreign exchange risk:

During the three months ended March 31, 2025, the Company terminated one EUR-USD cross-currency swap and received proceeds of $ 552 .

The Company simultaneously entered into a new, at-market cross currency swap with the same notional amount as the previous fair value hedge.

A portio n of gain was recognized in the statement of comprehensive (loss) income, and the balance was deferred to AOCL where it will be amortized on a straight-line basis.

As of March 31, 2025, the Company had the following outstanding foreign currency derivatives that were used to hedge changes in fair value attributable to foreign exchange risk:

Foreign Currency Derivative

3 unchanged sentences

Cross-currency swap

As of December 31, 2024 and June 30, 2024, the following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustment for fair value hedges:

As of March 31, 2025 and June 30, 2024, the following amounts were recorded on the consolidated balance sheets related to cumulative basis adjustment for fair value hedges:

Carrying Amount of the Hedged Asset

Cumulative Amount of Fair Value Hedge Adjustment Included in the Carrying Amount of the Hedged Asset

December 31, 2024

March 31, 2025

June 30, 2024

December 31, 2024

March 31, 2025

June 30, 2024

1 unchanged sentence

Designated Hedges

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheet as of December 31, 2024:

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheet as of March 31, 2025:

Asset Derivatives

38 unchanged sentences

Total derivatives designated as hedging instruments

The following table presents the pre-tax effect of the Company’s cash flow hedges, net investment hedges, and fair value hedges on AOCL for the three and six months ended December 31, 2024 and 2023:

Amount of Gain (Loss) Recognized in AOCL on Derivatives

Three Months Ended December 31,

Six Months Ended December 31,

The following table presents the pre-tax effect of the Company’s cash flow hedges, net investment hedges, and fair value hedges on AOCL for the three and nine months ended March 31, 2025 and 2024:

Amount of (Loss) Gain Recognized in AOCL on Derivatives

Three Months Ended

Nine Months Ended

Derivatives in cash flow hedging relationships:

5 unchanged sentences

Cross-currency swaps

The following table presents the pre-tax effect of the Company’s cash flow hedges, net investment hedges, and fair value hedges on the consolidated statements of operations, recorded in interest and other financing expense, net, for the three and six months ended December 31, 2024 and 2023:

Amount of Gain Reclassified from AOCL into Income (Expense)

Three Months Ended December 31,

Six Months Ended December 31,

Three Months Ended

Nine Months Ended

Derivatives in cash flow hedging relationships:

Interest and other financing expense, net:

Interest rate swaps

Foreign currency forward contracts

Cost of sales:

Foreign currency forward contracts

Derivatives in net investment hedging relationships:

3 unchanged sentences

(1) Net of amount that is excluded from effectiveness testing.

Amount of gain, excluded from effectiveness testing, reclassified from A OCL into income for the three months ended December 31, 2024 and 2023 was $ 123 .

Amount of gain, excluded from effectiveness testing, reclassified from AOCL into income for the six months ended December 31, 2024 and 2023 was $ 247 .

The amount of gain, excluded from effectiveness testing, reclassified from A OCL into income for the three months ended March 31, 2025 and 2024 was $ 104 and $ 122 , respectively.

The amount of gain, excluded from effectiveness testing, reclassified from AOCL into income for the nine months ended March 31, 2025 and 2024 was $ 351 and $ 369 , respectively.

TRANSFORMATION PROGRAM - HAIN REIMAGINED

4 unchanged sentences

contract termination costs, asset write-downs, employee-related costs and other transformation-related expenses.

For the three months ended December 31, 2024, expenses associated with the Hain Reimagined Program in the amount of $ 4,190 , $ 2,254 and $ 858 , were recorded in productivity and transformation costs, intangibles and long-lived asset impairment and cost of sales, respectively, on the consolidated statements of operations .

For the three months ended December 31, 2023, expenses associated with the Hain Reim agined Program in the amount of $ 20,666 , $ 6,869 and $ 3,113 , were recorded in long-lived asset impairment, productivity and transformation costs and cost of sales, respectively, on the consolidated statements of operations .

For the six months ended December 31, 2024, expenses associated with the Hain Reimagined Program in the amount of $ 9,208 , $ 2,285 and $ 1,234 , were recorded in productivity and transformation costs, intangibles and long-lived asset impairment, and cost of sales, respectively, on the consolidated statements of operations.

For the six months ended December 31, 2023, expenses associated with the Hain Reimagined Program in the amount of $ 20,666 , $ 13,272 and $ 6,433 , were recorded in long-lived assets impairments, productivity and transformation costs and cost of sales, respectively, on the consolidated statements of operations.

The table below sets forth expenses associated with the Hain Reimagined Program for the three and six months period ended December 31, 2024 and December 31, 2023 by reportable segments and Corporate and Other.

For the three months ended March 31, 2025, expenses associated with the Hain Reimagined Program in the amount of $ 7,289 and $ 379 w ere recorded in productivity and transformation costs and cost of sales, respectively, on the consolidated statements of operations .

For the three months ended March 31, 2024, expenses associated with the Hain Reim agined Program in the amount of $ 1,353 , $ 7,175 and $ 1,329 were recorded in long-lived asset and intangibles impairment, productivity and transformation costs, and cost of sales, respectively, on the consolidated statements of operations .

For the nine months ended March 31, 2025, expenses associated with the Hain Reimagined Program in the amount o f $ 16,497 , $ 2,285 , and $ 1,613 were recorded in productivity and transformation costs, long-lived asset and intangibles impairment, and cost of sales, on the consolidated statements of operations.

For the nine months ended March 31, 2024, expenses associated with the Hain Reimagined Program in the amount of $ 22,019 , $ 20,447 and $ 7,762 were recorded in long-lived asset impairments, productivity and transformation costs and cost of sales, respectively, on the consolidated statements of operations.

The table below sets forth expenses associated with the Hain Reimagined Program for the three- and nine-month periods ended March 31, 2025 and March 31, 2024 by reportable segments and Corporate and Other.

Three Months Ended

Six Months Ended

December 31, 2024

December 31, 2023

December 31, 2024

December 31, 2023

Nine Months Ended

March 31, 2025

March 31, 2024

March 31, 2025

March 31, 2024

North America

1 unchanged sentence

International

The following table displays the activities and liability balances relating to the Hain Reimagined Program for the period ended as of December 31, 2024.

The following table displays the activities and liability balances relating to the Hain Reimagined Program for the nine-month period ended March 31, 2025.

The Company expects to pay the remaining accrued restructuring costs during the next 12 months.

8 unchanged sentences

Securities Class Actions Filed in Federal Court

On August 17, 2016, three securities class action complaints were filed in the Eastern District of New York (the “District Court”) against the Company alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934:

The Hain Celestial Group, Inc., et al.;

and (3) Spadola v.

The Hain Celestial Group,

(collectively, the “Securities Complaints”).

The Securities Complaints were ultimately consolidated under the caption In re The Hain Celestial Group, Inc.

Securities Litigation (the “Consolidated Securities Action”), and Rosewood Funeral Home and Salamon Gimpel were appointed as Co-Lead Plaintiffs.

During the summer of 2017, a Corrected Consolidated Amended Complaint was filed, which named as defendants the Company and certain of its former officers (collectively, “Defendants”) and asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly materially false or misleading statements and omissions in public statements, press releases and Securities and Exchange Commission (“SEC”) filings regarding the Company’s business, prospects, financial results and internal controls.

After Defendants’ initial motion to dismiss was granted without prejudice to replead in October 2017, the Co-Lead Plaintiffs filed a Second Amended Consolidated Class Action Complaint on May 6, 2019 (the “Second Amended Complaint”).

The Second Amended Complaint again named as defendants the Company and certain of its former officers and asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegations similar to those in the Corrected Consolidated Amended Complaint.

Defendants filed a motion to dismiss the Second Amended Complaint on June 20, 2019.

On April 6, 2020, the District Court granted Defendants’ motion to dismiss the Second Amended Complaint in its entirety, with prejudice.

Co-Lead Plaintiffs appealed the District Court’s decision dismissing the Second Amended Complaint to the United States Court of Appeals for the Second Circuit (the “Second Circuit”).

By decision dated December 17, 2021, the Second Circuit vacated the District Court’s judgment and remanded the case for further proceedings.

The parties ultimately submitted supplemental briefing between May 12, 2022 and June 23, 2022, and in June 2022, the District Court referred Defendants’ Motion to Dismiss the Second Amended Complaint to a United States Magistrate Judge (the “Magistrate Judge”) for a Report and Recommendation.

On November 4, 2022, the Magistrate Judge issued a Report and Recommendation recommending that the District Court grant Defendants’ Motion to Dismiss the Second Amended Complaint with prejudice.

On September 29, 2023, the District Court granted Defendants’ Motion to Dismiss the Second Amended Complaint.

Co-Lead Plaintiffs filed notice of appeal on October 26, 2023, appealing the District Court’s decision dismissing the Second Amended Complaint to the Second Circuit.

Co-Lead Plaintiffs filed their opening brief on February 12, 2024.

Defendants opposed, and the appeal was fully briefed as of June 3, 2024.

The Company and certain of its former officers (collectively, the “Defendants”) are defendants in a consolidated class action complaint in the Eastern District of New York under the caption In re The Hain Celestial Group, Inc.

Securities Litigation (the “Consolidated Securities Action”).

A Corrected Consolidated Amended Complaint was filed in the summer of 2017, which asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly materially false or misleading statements and omissions in public statements, press releases and SEC filings regarding the Company’s business, prospects, financial results and internal controls.

After several years of motion practice and related court orders, on September 29, 2023, the District Court granted Defendants’ Motion to Dismiss the Second Amended Complaint.

Co-Lead Plaintiffs filed a notice of appeal on October 26, 2023, appealing the District Court’s decision dismissing the Second Amended Complaint to the Second Circuit, and the appeal was fully briefed as of June 3, 2024.

The Court held oral argument on Plaintiffs’ appeal on December 5, 2024, and the Parties await a decision.

Additional Stockholder Class Action and Derivative Complaints Filed in Federal Court

The former Board of Directors and certain former officers of the Company are defendants in a consolidated action originally filed in 2017 in the Eastern District of New York under the captions Silva v.

Simon, et al., Barnes v.

Simon, et al., Merenstein v.

Heyer, et al., and Oliver v.

Berke, et al.

Plaintiffs in the consolidated action, In re The Hain Celestial Group, Inc.

Stockholder Class and Derivative Litigation (the “Consolidated Stockholder Class and Derivative Action”), allege the violation of securities law, breach of fiduciary duty, waste of corporate assets and unjust enrichment.

The plaintiffs alleged in their Amended Complaint that the Company’s former directors and certain former officers made materially false and misleading statements in press releases and SEC filings regarding the Company’s business, prospects and financial results and that the Company violated its by-laws and Delaware law by failing to hold its 2016 Annual Stockholders Meeting and includes claims for breach of fiduciary duty, unjust enrichment and corporate waste.

On December 20, 2017, the parties agreed to stay Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint through and including 30 days after a decision was rendered on the motion to dismiss the Amended Complaint in the Consolidated Securities Action, described above.

After the District Court granted Defendants’ motion to dismiss the Consolidated Securities Action, the Co-Lead Plaintiffs in that action filed a Second Amended Complaint on May 6, 2019.

The parties to the Consolidated Stockholder Class and Derivative Action thereby agreed to continue the stay of Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint through 30 days after a decision on Defendants’ motion to dismiss the Second Amended Complaint in the Consolidated Securities Action.

On April 6, 2020, the District Court granted Defendants’ motion to dismiss the Second Amended Complaint in the Consolidated Securities Action, with prejudice.

Pursuant to the terms of an agreed-upon stay, Defendants in the Consolidated Stockholder Class and Derivative Action had until May 6, 2020 to answer, move, or otherwise respond to the complaint in this matter.

This deadline was extended, and Defendants moved to dismiss the Consolidated Stockholder Class and Derivative Action Complaint on June 23, 2020, with Plaintiffs’ opposition due August 7, 2020.

On July 24, 2020, Plaintiffs made a stockholder litigation demand on the current Board containing overlapping factual allegations to those set forth in the Consolidated Stockholder Class and Derivative Action.

On November 3, 2020, Plaintiffs were informed that the Board of Directors had finished investigating and resolved, among other things, that the demand should be rejected.

In light of the Second Circuit vacating the District Court’s judgment in the Consolidated Securities Action referenced above and remanding the case for further proceedings, the Parties submitted a joint status report on December 29, 2021 requesting that the District Court continue the temporary stay pending the District Court’s reconsideration of the Defendants’ motion to dismiss the

Second Amended Complaint in the Consolidated Securities Action.

The parties have most recently agreed to extend the stay through the earlier of March 28, 2025 or 30 days after the Second Circuit issues a decision on Plaintiffs’ currently pending appeal.

Baby Food Litigation

The former Board of Directors and certain former officers of the Company are defendants in a consolidated action, originally filed in 2017 in the Eastern District of New York, under the caption In re The Hain Celestial Group, Inc.

Stockholder Class and Derivative Litigation (the “Consolidated Stockholder Class and Derivative Action”).

The plaintiffs allege that the Company’s former directors and certain former officers made materially false and misleading statements in press releases and SEC filings regarding the Company’s business, prospects and financial results and that the Company violated its by-laws and Delaware law by failing to hold its 2016 Annual Stockholders Meeting and claim breach of fiduciary duty, unjust enrichment and corporate waste.

After several years of motion practice and related court orders in the related Consolidated Securities Action, on July 24, 2020, the plaintiffs made a stockholder litigation demand on the Board containing overlapping factual allegations to those set forth in the Consolidated Stockholder Class and Derivative Action.

On November 3, 2020, Plaintiffs were informed that the Board had finished investigating and resolved, among other things, that the demand should be rejected.

In light of developments in the Consolidated Securities Action referenced above that remanded that case for further proceedings, the parties submitted a joint status report on December 29, 2021 requesting that the District Court continue the temporary stay pending the District Court’s reconsideration of the Defendants’ motion to dismiss the Second Amended Complaint in the Consolidated Securities Action.

The parties have agreed to extend the stay during the pendency of the pending appeal in the Consolidated Securities Action, most recently through the earlier of September 29, 2025 or 30 days after the Second Circuit issues a decision on plaintiffs’ appeal.

Baby Food Class Action Litigation

Since February 2021, the Company has been named in numerous consumer class actions alleging that the Company’s Earth’s Best® baby food products (the “Products”) contain unsafe and undisclosed levels of various naturally occurring heavy metals, namely lead, arsenic, cadmium and mercury.

Those actions have now been transferred and consolidated as a single lawsuit in the U.S.

Those actions were transferred and consolidated as a single lawsuit in the U.S.

District Court for the Eastern District of New York captioned In re Hain Celestial Heavy Metals Baby Food Litigation, Case No.

2:21-cv-678 (the “Consolidated Proceeding”), which generally alleges that the Company violated various state consumer protection laws and asserts other state and common law warranty and unjust enrichment claims related to the alleged failure to disclose the presence of these metals, arguing that consumers would have either not purchased the Products or would have paid less for them had the Company made adequate disclosures.

The Company filed a motion to dismiss the Consolidated Class Action Complaint on November 7, 2022, which was opposed by the plaintiffs.

On May 9, 2023, upon consent of the parties, the Court stayed the Consolidated Proceeding pending the Second Circuit’s decision on appeal in In re Beech-Nut Nutrition Co.

Baby Food Litigation, 21 Civ.

133 (N.D.N.Y.) (the “Beech-Nut Case”).

Accordingly, the Court denied the Company’s motion to dismiss without prejudice to renew.

By summary order dated January 18, 2024, the Second Circuit vacated the judgment dismissing the Beech-Nut Case and remanded for further proceedings.

On February 15, 2024, the Company served a renewed motion to dismiss the Consolidated Proceeding.

Plaintiffs served their opposition on March 14, 2024, and the Company served its reply on April 4, 2024.

Following oral argument on August 1, 2024, the Court issued an order on December 27, 2024 in which it granted the Company’s motion to dismiss with respect to Plaintiffs’ claims arising out of the alleged presence of lead, cadmium, mercury, or other substances, as well as any claims challenging the use of the “USDA Organic” seal on the Products’ labeling, and denied the Company’s motion to dismiss with respect to Plaintiffs’ claims arising out of the alleged presence of arsenic in the Products.

2:21-cv-678 (the “Consolidated Proceeding”).

In the Consolidated Proceeding, the plaintiffs generally allege that the Company violated various state consumer protection laws and assert other state and common law warranty and unjust enrichment claims related to the alleged failure to disclose the presence of these metals, arguing that consumers would have either not purchased the Products or would have paid less for them had the Company made adequate disclosures.

The Company filed a motion to dismiss the Consolidated Class Action Complaint.

Products’ labeling, and denied the Company’s motion to dismiss with respect to Plaintiffs’ claims arising out of the alleged presence of arsenic in the Products.

The Company filed its answer to the Consolidated Class Action Complaint on January 23, 2025.

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The Company and several other manufacturers moved to dismiss the New Mexico Attorney General’s lawsuit, and the Court denied that motion.

The Company filed its answer to the New Mexico Attorney General’s amended complaint on April 23, 2022, and discovery is set to commence.

The Company filed its answer to the New Mexico Attorney General’s amended complaint on April 23, 2022, and discovery is ongoing.

The Company denies the New Mexico Attorney General’s allegations and maintains that its baby foods are safe, properly labeled, and compliant with New Mexico law.

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These lawsuits generally allege injuries related to neurological development disorders such as autism and attention deficit hyperactivity disorder.

Multidistrict Litigation

• On January 4, 2024, Plaintiffs in federal cases across the country filed a Motion to Transfer Actions Pursuant to 28 U.S.C.

§ 1407 for Coordinated or Consolidated Pretrial Proceedings.

Baby Food Multidistrict Litigation

On January 4, 2024, plaintiffs in federal cases across the country filed a Motion to Transfer Actions for Coordinated or Consolidated Pretrial Proceedings.

On April 11, 2024, the United States Judicial Panel on Multidistrict Litigation granted plaintiffs’ motion and transferred the cases to the Northern District of California for coordinated or consolidated pretrial proceedings.

Baby Food Products Liability Litigation (MDL No.

3101) has been assigned to District Judge Jacqueline Scott Corley.

On April 15, 2024, Judge Corley issued Pretrial Order No.

1 staying all outstanding discovery proceedings and pending motions and vacating all previously scheduled hearing dates.

There are approximately 30 federal cases filed against the Company pending in the

multi-district litigation (“MDL”).

On April 15, 2024, the court issued an order staying all outstanding discovery proceedings and pending motions and vacating all previously scheduled hearing dates.

There are approximately 60 federal cases filed against the Company pending in the multi-district litigation (“MDL”).

Plaintiffs filed their Master Complaint on July 15, 2024.

On December 18, 2024, Defendants filed motions to dismiss the Master Complaint, which the Court granted in part and denied in part.

The MDL will first proceed with general causation discovery.

On December 18, 2024, Defendants filed motions to dismiss the Master Complaint.

A hearing is set for February 27, 2025.

California State Court Cases

• There are currently seven cases against the Company pending in California state court, including six in Los Angeles Superior Court and one in Alameda Superior Court.

The Plaintiffs filed a Petition for Coordination to the Chair of the Judicial Council seeking to coordinate the Alameda Superior Court and Los Angeles Superior Court cases.

The Judicial Council granted the JCCP petition and on June 4, 2024, Judge Lawrence P.

Riff (Los Angeles Superior Court) was assigned as trial coordination judge.

Baby Food California State Court Cases

There are currently seven cases personal injury cases against the Company pending in two California state Superior Courts relating to the same allegations regarding trace levels of heavy metals in the Products.

These cases are now included in Judicial Council Coordinated Proceedings (“JCCP”).

In June 2024, the cases were assigned a trial coordination judge.

All but one of the cases have been stayed.

• In one of the Los Angeles cases, Landon R.

In that case, Landon R.

The Hain Celestial Group, Inc., et al., No.

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The Hain Celestial Group

• In the matter Palmquist v.

The Hain Celestial Group, Inc., a jury trial commenced on February 6, 2023 in the United States District Court for the Southern District of Texas.

The Company moved for Directed Verdict at the close of Plaintiffs’ case.

The Court granted the Company’s motion, finding no liability for the Company.

During a jury trial in February 2023 in the baby food-related matter Palmquist v.

The Hain Celestial Group, Inc., the court granted the Company’s motion for a directed verdict, finding no liability for the Company.

The Court entered Final Judgment in the Company’s favor on March 3, 2023.

• On April 3, 2023, Plaintiffs filed their Notice of Appeal in the Fifth Circuit.

Plaintiffs appealed, and on May 28, 2024, the Fifth Circuit reversed the district court’s order denying Plaintiff’s motion to remand the case and vacated the final judgement of the district court.

Plaintiffs appealed in the Fifth Circuit, and on May 28, 2024, the Fifth Circuit reversed the district court’s order denying Plaintiff’s motion to remand the case and vacated the final judgement of the district court.

The Company filed a petition for en banc reconsideration, which the Fifth Circuit denied.

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On January 7, 2025, the Company filed a Petition for a Writ of Certiorari in the United States Supreme Court.

• On December 19, 2024, Plaintiffs filed a new case, Graham v.

Beech-Nut Nutrition Co.

, in the Philadelphia Court of Common Pleas.

Defendants filed a Notice of Removal on January 13, 2025.

The Company denies that its Products led to any of the alleged injuries and will defend these cases vigorously.

That petition was granted on April 28, 2025, meaning the Supreme Court will consider the Company’s appeal.

With respect to all of the above-described baby food matters, the Company denies that its Products led to any of the alleged injuries and will defend these cases vigorously.

That said, as is common in circumstances of this nature, additional lawsuits may be filed against the Company in the future, asserting similar or different legal theories and seeking similar or different types of damages and relief.

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In November 2023, the staff of the SEC informed the Company it was conducting an investigation relating to Hain Celestial and requested documents primarily concerning (i) the Company’s acquisition of one business and disposition of another business and certain related accounting matters and (ii) trading activity and other matters related to the Company’s earnings guidance in certain previous fiscal years.

The Company is cooperating with the SEC in this investigation.

In February 2025, the SEC notified the Company that the SEC has concluded its investigation and does not intend to recommend an enforcement action by the SEC against the Company.

In addition to the matters described above, the Company is and may be a defendant in lawsuits from time to time in the normal course of business.

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Transactions between reportable segments were insignificant for all periods presented.

Three Months Ended December 31,

Six Months Ended December 31,

Three Months Ended

Nine Months Ended

North America

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Interest expense, net

(Provision) benefit for income taxes

Benefit (provision) for income taxes

Stock-based compensation, net

Unrealized currency gains

Unrealized currency losses

Certain litigation expenses, net (a)

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Goodwill impairment

Intangibles and long-lived asset impairment

Long-lived asset and intangibles impairment

(a) Expenses and item s relating to securities class action, baby food litigation and SEC investigation.

The Company’s net sales by product category are as follows:

Three Months Ended December 31,

Six Months Ended December 31,

Three Months Ended

Nine Months Ended

Meal preparation

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The Company’s net sales by geographic region, which are generally based on the location of the Company’s subsidiaries, are as follows:

Three Months Ended December 31,

Six Months Ended December 31,

Three Months Ended

Nine Months Ended

United States

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Western Europe

There has b een no materia l change to Company’s total assets by segment from the amount disclosed in the Form 10-K for the fiscal year ended June 30, 2024.

There has been no material change to Company’s total assets by segment from the amount disclosed in the Form 10-K for the fiscal year ended June 30, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements