HAIN CELESTIAL GROUP INC 10-Q

Item 5. Other Information Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements During the three months ended March 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended). Third Amendment to Fourth Amended and Restated Credit Agreement On May 5, 2025, the Company entered into the Third Amendment (the “Third Amendment”) to its Fourth Amended and Restated Credit Agreement, dated December 22, 2021 (as amended, the “Credit Agreement”), by and among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent. 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. Following the Third Amendment, loans under the Credit Agreement will bear interest at (a) the Secured Overnight Financing Rate plus a credit spread adjustment of 0.10% plus 3.0% per annum or (b) the Base Rate (as defined in the Credit Agreement) plus 2.0% per annum. The Third Amendment also reduced the size of the revolving credit facility under the Credit Agreement from $800 million to $700 million in the aggregate, with the U.S. revolving credit facility reduced from $440 million to $385 million and the global revolving credit facility reduced from $360 million to $315 million. 47 Table of Contents Item 6. Exhibits Exhibit Number Description 3.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, filed with the SEC on August 26, 2021). 3.2 The Hain Celestial Group, Inc. Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2024, filed with the SEC on February 10, 2025). 4.1 Specimen of common stock certificate (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the Company’s Registration Statement on Form S-4 filed with the SEC on April 24, 2000). 31.1 Certification of Interim Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended. 32.1 Certification by Interim Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). *Indicates management contract or compensatory plan or arrangement. The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. 48 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE HAIN CELESTIAL GROUP, INC. (Registrant) Date: May 7, 2025 /s/ Alison E. Lewis Alison E. Lewis, Interim President and Chief Executive Officer (Principal Executive Officer) Date: May 7, 2025 /s/ Lee A. Boyce Lee A. Boyce, Chief Financial Officer (Principal Financial Officer) Date: May 7, 2025 /s/ Michael J. Ragusa Michael J. Ragusa, Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) 49