What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-05-07 · 254 added, 314 removed, 527 unchanged (52% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

March 31, 2025 AND JUNE 30, 2024

September 30, 2025 AND JUNE 30, 2025

(In thousands, except par values)

September 30,

Current assets:

6 unchanged sentences

Trademarks and other intangible assets, net

Investments and joint ventures

Operating lease right-of-use assets, net

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CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

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

FOR THE THREE MONTHS ENDED September 30, 2025 AND 2024

(In thousands, except per share amounts)

Three Months Ended

Nine Months Ended

Three Months Ended September 30,

Cost of sales

Selling, general and administrative expenses

Goodwill impairment

Long-lived asset and intangibles impairment

Productivity and transformation costs

Amortization of acquired intangible assets

Operating loss

Long-lived asset impairment

Operating (loss) income

Interest and other financing expense, net

Other expense (income), net

Other (income) expense, net

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

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED )

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

FOR THE THREE MONTHS ENDED September 30, 2025 AND 2024

(In thousands)

Three Months Ended

March 31, 2025

March 31, 2024

Other comprehensive income (loss):

Foreign currency translation adjustments before reclassifications

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):

September 30, 2025

September 30, 2024

Other comprehensive (loss) income:

Foreign currency translation adjustments before reclassifications

Change in deferred losses on cash flow hedging instruments

Change in deferred losses on fair value hedging instruments

Change in deferred losses on net investment hedging instruments

Total other comprehensive income (loss)

Total comprehensive loss

Change in deferred 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

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED March 31, 2025

FOR THE THREE MONTHS ENDED September 30, 2025

(In thousands, except par values)

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Balance at June 30, 2025

Other comprehensive income

Issuance of common stock pursuant to

stock-based compensation plans

Employee shares withheld for taxes

Stock-based compensation expense

Balance at September 30, 2024

Other comprehensive loss

Issuance of common stock pursuant to

stock-based compensation plans

Employee shares withheld for taxes

Stock-based compensation expense

Balance at December 31, 2024

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

Stock-based compensation expense

Balance at March 31, 2025

Balance at September 30, 2025

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024

(In thousands, except par values)

2 unchanged sentences

Balance at June 30, 2024

Other comprehensive loss

Issuance of common stock pursuant to

stock-based compensation plans

Employee shares withheld for taxes

Stock-based compensation expense

Balance at September 30, 2023

Other comprehensive income

Issuance of common stock pursuant to

stock-based compensation plans

Employee shares withheld for taxes

Stock-based compensation expense

Balance at December 31, 2023

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

Stock-based compensation expense

Balance at March 31, 2024

Balance at September 30, 2024

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE NINE MONTHS ENDED MARCH 31, 2025 AND 2024

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(In thousands)

Nine Months Ended March 31,

Three Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

Adjustments to reconcile net loss to net cash provided by operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

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Stock-based compensation, net

Goodwill impairment

Long-lived asset and intangibles impairment

Loss on sale of assets

Long-lived asset impairment

(Gain) loss on sale of assets

Other non-cash items, net

4 unchanged sentences

Accounts payable and accrued expenses

Net cash provided by operating activities

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property, plant and equipment

Proceeds from termination of net investment hedges

Proceeds from sale of assets

Investments and joint ventures, net

Net cash used in investing activities

Net cash (used in) provided by 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

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash

Net decrease in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

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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.

Strategic Review

We are focused on five actions to win in the marketplace and drive growth:

aggressively streamlining our portfolio, accelerating brand renovation and innovation, implementing price increases along with broader revenue growth management, driving productivity and working capital efficiency, and enhancing our digital capabilities, inclusive of ecommerce.

During the fourth quarter of fiscal year 2025, we announced that our Board of Directors was conducting a comprehensive review of the Company’s portfolio with the assistance of our independent financial advisor.

The Board is considering a broad range of strategic options to enhance value.

Also, in the third quarter of fiscal year 2025, we announced that we were exploring strategic alternatives regarding our personal care business to focus on our portfolio of better-for-you food and beverages.

BASIS OF PRESENTATION

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As such, consolidated net loss includes the Company's equity in the current earnings or losses of such companies.

The Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

The Company’s unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S.

GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X.

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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 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.

Operating results for the three months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2026.

Please refer to the Notes to the Consolidated Financial Statements as of June 30, 2025 and for the fiscal year then ended included in the Form 10-K for information not included in these condensed notes.

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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 principal amount of receivables sold under these arrangements was $ 73,689 and $ 56,959 during the three months ended September 30, 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.

The proceeds from the sale of receivables are included in cash provided by operating activities on the consolidated statements of cash flows.

The proceeds from the sale of receivables are included in cash used in operating activities on the consolidated statements of cash flows.

Recently Adopted Accounting Pronouncements

There have been no new accounting standards adopted since the filing of the Form 10-K for the fiscal year ended June 30, 2025 that have significance, or potential significance, to the interim condensed consolidated financial statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”.

The amendments address investor requests for more detailed expense information and require additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the face of the income statement.

The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

In September 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-07 “Derivatives and Hedging and Revenue from Contracts with Customers, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606)”.

The guidance refines the scope of Topic 815 to clarify which contracts are subject to derivative accounting.

The guidance also provides clarification under Topic 606 for share-based payments from a customer in a revenue contract.

The amendments are effective for fiscal years beginning after December 15, 2026, and interim reporting

periods, with early adoption permitted.

The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures,” which will require entities to disclose more detailed information in the reconciliation of their statutory tax rate to their effective tax rate.

The ASU also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction, pretax income (loss) from continuing operations, and income tax expense (benefit).

The amendments are effective for fiscal years beginning after December 15, 2024 and for interim periods within fiscal years beginning after December 15, 2025.

The amendments should be applied on a prospective basis.

Retrospective application is permitted.

In September 2025, the FASB issued ASU 2025-06, “Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40) — Targeted Improvements to the Accounting for Internal-Use Software”, which modernizes the guidance in Accounting Standards Codification (“ASC”) 350-40, Intangibles — Goodwill and Other — Internal-Use Software, to better align with current software development practices, including agile methodologies.

The amendments are effective for fiscal years beginning after December 15, 2027 and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures,” which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

In July 2025, the FASB issued ASU 2025-05, “Financial Instruments — Credit Losses (Topic 326) — Measurement of Credit Losses for Accounts Receivable and Contract Assets”, which will provide a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses:

all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

The amendments are effective for fiscal years beginning after December 15, 2025 and for interim periods within fiscal years beginning after December 15, 2025.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”.

The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements.

LOSS PER SHARE

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

Three Months Ended

Nine Months Ended

Three Months Ended September 30,

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 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.

Due to the Company’s net loss in each of the three months ended September 30, 2025 and September 30, 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.

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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:

The Company determined that its PC business was held for sale and ascribed an aggregate $ 11,000 of goodwill from its U.S.

and Canada reporting units, which comprise the North America reportable segment, to the PC business.

The operating results of the business were not significant.

The Company anticipates entering into a definitive agreement to sell these assets within 12 months from when it was initially classified as held for sale.

During the three months ended September 30, 2025, due to changes in the carrying value of the net assets compared to estimated fair value less cost to dispose, the Company recorded a reversal of non-cash charges of $ 1,113 to the allowance for reduction of assets held for sale, reducing the balance to $ 25,730 .

The reversal was reflected within other (income) expense, net on the consolidated statements of operations.

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

September 30,

June 30, 2025

Accounts receivable, net

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

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.

During the three months ended September 30, 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, net.

Inventories consisted of the following:

March 31, 2025

September 30, 2025

June 30, 2025

3 unchanged sentences

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

March 31, 2025

September 30, 2025

June 30, 2025

6 unchanged sentences

Accumulated depreciation

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.

Depreciation expense for the three months ended September 30, 2025 and 2024 was $ 11,444 and $ 7,910 , respectively.

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 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.

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.

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

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

The components of lease expenses for the three months ended September 30, 2025 and 2024 were as follows:

Three Months Ended

Nine Months Ended

March 31, 2025

March 31, 2024

March 31, 2025

March 31, 2024

September 30, 2025

September 30, 2024

Operating lease expenses

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Balance as of June 30, 2025 (1)

Divestiture (2)

Impairment charges

Reclassification of goodwill to held for sale (3)

Balance as of March 31, 2025

Balance as of September 30, 2025

(1) The total carrying value of goodwill is reflected net of $ 563,159 of accumulated impairment charges, of which $ 365,379 is related to the North America reportable segment and $ 197,780 is related to the International reportable segment.

(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 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 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.

As of September 30, 2025, the Company performed an assessment of factors to determine whether it was more likely than not that the fair value of its reporting units was less than its carrying amount, including goodwill.

The Company concluded that there were no events or circumstances that warranted an interim quantitative impairment test for goodwill during the three months ended September 30, 2025.

As of September 30, 2025, goodwill associated with the U.S.

reporting units had a carrying value of $ 312,321 and $ 114,021 , respectively.

The goodwill related to the U.S.

reporting units are 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.

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

March 31, 2025

September 30, 2025

June 30, 2025

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Net other intangible assets

(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.

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 l ives of 7 to 25 years.

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

(1) The gross carrying value of trademarks and tradenames is reflected net of accumulated impairment charges of $ 275,990 as of each of September 30, 2025 and June 30, 2025.

(2) The gross carrying value of other intangible assets is reflected net of accumulated non-cash impairment charges of $ 30,326 as of each of September 30, 2025 and June 30, 2025 .

There were no events or circumstances that warranted an interim impairment test for indefinite-lived intangible assets during the three months ended September 30, 2025 or 2024.

The weighted average remaining amortization period of amortized intangible assets is 7.9 years.

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

Three Months Ended

Nine Months Ended

Three Months Ended September 30,

Amortization of acquired intangibles

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Debt and borrowings consisted of the following:

March 31, 2025

September 30, 2025

June 30, 2025

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$ 153 ) of short-term finance lease obligations.

Credit Agreement

Amended and Restated Credit Agreement

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

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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, 5.00 :1.00 until December 31, 2024, and 4.25 :1.00 thereafter.

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.

See below for a description of the Third Amendment and Fourth Amendment (each as defined below).

Following the Fourth Amendment, the Company’s maximum consolidated secured leverage ratio under the Credit Agreement was 5.00 :1.00 for the quarter ended June 30, 2025 and is 5.50 :1.00 for the quarter ending September 30, 2025 and thereafter.

Pursuant to the Credit Agreement, the Company’s maximum consolidated leverage ratio is 6.00 :1.00, and, through June 30, 2025, its minimum interest coverage ratio was 2.50 :1.00.

From the date of the Second Amendment until the date of the Third Amendment, 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.

Commencing on the date of the Third Amendment, loans under the Credit Agreement bore 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 %.

On September 11, 2025, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement.

Pursuant to the Fourth Amendment, (x) the Company’s maximum consolidated secured leverage ratio was amended to be 5.00 :1.00 for the quarter ending June 30, 2025 and 5.50 :1.00 for the quarter ending September 30, 2025 and thereafter, (y) the Company’s minimum consolidated interest coverage ratio was amended to be 2.00 :1.00 for the quarter ending September 30, 2025 and thereafter and (z) a covenant was added requiring the Company to maintain a minimum Consolidated EBITDA (as such term is defined in the Credit Agreement as amended by the Fourth Amendment) of (i) $ 17,000 for the quarter ending September 30, 2025 and (ii) $ 52,000 for the cumulative two quarters ending September 30, 2025 and on December 31, 2025.

The aforementioned financial covenants use financial measures that are defined under the Credit Agreement and not pursuant to U.S.

Commencing on the date of the Fourth Amendment, loans under the Credit Agreement bear interest at (a) Term SOFR plus 4.00 % per annum or (b) the Base Rate plus 3.00 % per annum.

The Fourth Amendment also reduced the size of the Revolver from $ 700,000 to $ 600,000 in the aggregate, with the U.S.

revolving credit facility reduced from $ 385,000 to $ 330,000 and the global revolving credit facility reduced from $ 315,000 to $ 270,000 .

Excluding the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at September 30, 2025 was 7.78 %.

The Company uses interest rate swaps to hedge a portion of the interest rate risk related to its

outstanding variable rate debt.

As of September 30, 2025, the notional amount of the interest rate swaps was $ 400,000 with fixed rate payments of 7.12 %.

Including the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at September 30, 2025 was 7.31 %.

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.

As of September 30, 2025, there were $ 464,000 of loans outstanding under the Revolver, $ 253,675 of outstanding Term Loans, and $ 2,667 of letters of credit outstanding under the Credit Agreement.

As of September 30, 2025 and June 30, 20 25, $ 133,333 and $ 246,725 , respectively, was available under the Credit Agreement, subject to compliance with the financial covenants.

As of September 30, 2025, the Company was in compliance with all associated covenants.

Credit Agreement Issuance Costs

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 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 connection with the Fourth Amendment to its Credit Agreement during the first quarter of fiscal year 2026, the Company incurred debt issuance costs of approximately $ 2,846 , of which $ 2,529 was deferred.

Of the total deferred costs, $ 1,996 were associated with the Revolver and are being amortized on a straight-line basis within Other assets on our Consolidated Balance Sheets, and $ 533 are being amortized on a straight-line basis, which approximates the effective interest method, 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.

Further, the Fourth Amendment decreased the borrowing capacity of the Revolver, resulting in write-off of $ 604 of previously capitalized deferred costs.

Interest paid during the three months ended September 30, 2025 and September 30, 2024 was $ 13,602 and $ 12,455, 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 March 31, 2025.

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 has been the case for certain jurisdictions for the quarter ended September 30, 2025.

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 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.

The effective income tax rate was a benefit of 5.8 % and an expense of 22.0 % for the three months ended September 30, 2025 and 2024, respectively.

The income tax benefit for the three months ended September 30, 2025 reflected foreign tax benefit in certain jurisdictions and an increase in the valuation allowance for both federal and state income taxes.

The income tax expense for the three months ended September 30, 2024 reflected foreign tax expense in certain jurisdictions and an increase in the valuation allowance for both federal and state income taxes.

On July 4, 2025, new U.S.

tax legislation, the One Big Beautiful Bill Act (“OBBBA”), was signed into law.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation.

ASC 740, “Income Taxes”, requires the tax effects of changes in tax rates and tax law be recognized in the period in which the legislation is enacted.

The Company completed its initial assessment of OBBBA for the quarter ended September 30, 2025.

For the provisions effective in fiscal 2026, there was no material impact to the Company’s effective tax rate for the quarter ended September 30, 2025.

The Company will continue to evaluate the impact of the new legislation on its consolidated financial statements as additional guidance is issued.

Many countries where the Company operates have adopted a global minimum corporate income tax as introduced by the Organization for Economic Cooperation and Development (“OECD”).

This new minimum tax was not significant for the quarter ended September 30, 2025.

ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table presents the changes in accumulated other comprehensive loss (“AOCL”):

Gains (Losses) on

Balance at June 30, 2023

Other comprehensive (loss) income before reclassifications

Amounts reclassified into income

Net change in accumulated other comprehensive (loss) income for the three months ended September 30, 2023 (1)

Balance at September 30, 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 December 31, 2023 (1)

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

(Losses) Gains on

Balance at June 30, 2024

3 unchanged sentences

Balance at September 30, 2024

Balance at June 30, 2025

Other comprehensive (loss) income before reclassifications

Amounts reclassified into income

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

Balance at December 31, 2024

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.

Net change in accumulated other comprehensive (loss) income for the three months ended September 30, 2025 (1)

Balance at September 30, 2025

(1) See Note 15, Derivativ es 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 months ended September 30, 2025 and 2024.

STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS

The Company maintains a shareholder-approved plan, The Hain Celestial Group, Inc.

2022 Long Term Incentive and Stock Award Plan (as amended, the “2022 Plan”), which was approved at the Company’s 2022 Annual Meeting of Shareholders held on November 17, 2022, and further amended at the Company’s 2024 Annual Meeting of Shareholders held on October 31, 2024.

The 2022 Plan permits the Company to continue making equity-based and other incentive awards in a manner intended to properly incentivize its employees, directors, consultants and other service providers by aligning their interests with the interests of the Company’s shareholders.

The Company maintains a stockholder-approved plan, The Hain Celestial Group, Inc.

2022 Long Term Incentive and Stock Award Plan (as amended, the “2022 Plan”), which was approved at the Company’s 2022 Annual Meeting of Shareholders held on November 17, 2022, and further amended at each of the Company’s 2024 Annual Meeting of Shareholders held on October 31, 2024 and the Company’s 2025 Annual Meeting of Stockholders held on October 30, 2025.

The 2022 Plan is administered by the Compensation Committee of the Company’s Board of Directors.

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These awards are accounted for as liability-based equity awards since the Company has the ability and intent to settle such awards in cash.

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

Nine Months Ended

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

Three Months Ended September 30,

Selling, general and administrative expense

1 unchanged sentence

Cash-settled awards

Total selling, general and administrative expenses

Related income tax benefit

Total selling, general and administrative expense

Related income tax (expense) benefit

Stock-Based Award Activity

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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 March 31, 2025 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 September 30, 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 nine months ended March 31, 2025 is as follows:

A summary of all stock-based award activity for the three months ended September 30, 2025 is as follows:

Number of Shares

2 unchanged sentences

Non-vested RSUs and PSUs outstanding at June 30, 2025

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:

Nine Months Ended March 31,

Fair value of RSUs and PSUs granted

Non-vested RSUs and PSUs outstanding at September 30, 2025

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

Three Months Ended September 30,

Fair value of RSUs granted

Fair value of shares vested

Tax benefit recognized from restricted shares vesting

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.

No PSUs were granted or vested during the three months ended September 30, 2025.

At September 30, 2025, there was $ 8,194 of unrecognized stock-based compensation expense related to non-vested restricted stock awards, which is expected to be recognized over a weighted average period of 1.19 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 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 .

The performance-based cash-settled award liability at September 30, 2025 was recorded ratably based on the Company's projected achievement at the end of the measurement period.

The cash incentive award liability was $ 803 at September 30, 2025, all of which is classified as a liability and reported in accrued expenses and other current liabilities.

During the three months ended September 30, 2025, the estimated fair value of granted cash-settled awards was $ 2,610 .

For the reporting period, the Company recognized a forfeiture adjustment of $ 219 .

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.

At September 30, 2025, there was $ 1,807 of unrecognized cash-based compensation expense related to non-vested awards, which is expected to be recognized over a weighted average period of 2.08 years.

FAIR VALUE MEASUREMENTS

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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 March 31, 2025:

The following table presents assets and liabilities measured at fair value on a recurring basis as of September 30, 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 nine months ended March 31, 2025 or 2024.

There were no transfers of financial instruments between the three levels of fair value hierarchy during the three months ended September 30, 2025 or 2024.

Derivative Instruments

The Company uses interest rate swaps to manage interest rate risk and cross-currency swaps and foreign currency exchange contracts to manage exposure to currency fluctuations.

These instruments are valued using techniques like DCF analysis, which considers the contractual terms and market-based inputs such as interest rate curves and implied volatilities.

These instruments are valued using techniques like discounted cash flow (“DCF”) analysis, which considers the contractual terms and market-based inputs such as interest rate curves and implied volatilities.

The fair values of interest rate swaps are determined by netting the discounted future fixed and variable cash flows.

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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 March 31, 2025 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 September 30, 2025 and June 30, 2025 were classified as Level 2.

Nonrecurring Fair Value Measurements

The Company measures certain non-financial assets, such as goodwill, intangible assets, property and equipment, and right-of-use lease assets, at fair value on a nonrecurring basis.

The Company measures certain non-financial assets, such as goodwill, indefinite and definite lived intangible assets, and long-lived assets (property and equipment, and right-of-use lease assets), at fair value on a nonrecurring basis.

These assets are initially measured at fair value at the time of acquisition or purchase, with adjustments only for foreign currency translation.

Periodically, these assets are tested for impairment by comparing their carrying values to their estimated fair values.

Periodically,

these assets are tested for impairment by comparing their carrying values to their estimated fair values.

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, 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.

Fair value measurements for reporting units where goodwill resides are estimated using a blended analysis of the DCF income approach and the Guideline Public Company Method (“GPCM”) market approach, which involve significant management judgment and Level 3 inputs, such as economic conditions and customer demand.

For long-lived assets, the Company compares the fair value of the assets to their carrying value utilizing a valuation technique commensurate with the underlying assets.

These measurements are performed at least annually for impairment testing.

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

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

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

During the three months ended September 30, 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.

Amounts reported in AOCL related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable rate debt.

Amounts reported in AOCL related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable rate deb t.

During the next 12 months, the Company estimates that an additional $ 2,221 will be reclassified as a decrease to interest expense.

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:

As of September 30, 2025, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

Interest Rate Derivative

7 unchanged sentences

For derivatives designated and that qualify as cash flow hedges of foreign exchange risk, the gain or loss on the derivative is recorded in AOCL and subsequen tly reclassified in the same period during which the hedged transaction affects earnings within the same income statement line item as the earnings effect of the hedged transaction.

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

During the next 12 months, the Company estimates that no amount relat ing to the foreign currency forward contracts will be reclassified to interest expense.

As of September 30, 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.

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:

As of September 30, 2025, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations:

Foreign Currency Derivative

9 unchanged sentences

Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with the Company’s accounting policy election.

The earnings recognition of excluded components is presented in the same income statement line item as the earnings effect of the hedged transaction.

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.

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:

The earnings recogniti on of excluded components is presented in the same income statement line item as the earnings effect of the hedged transaction.

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

As of September 30, 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 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:

As of September 30, 2025 and June 30, 2025, 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

March 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

September 30, 2025

June 30, 2025

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 March 31, 2025:

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 September 30, 2025:

Asset Derivatives

15 unchanged sentences

Other noncurrent liabilities

Foreign currency forward contracts

Prepaid expenses and other current assets

Accrued expenses and other current liabilities

Total derivatives designated as hedging instruments

17 unchanged sentences

Other noncurrent liabilities

Foreign currency forward contracts

Prepaid expenses and other current assets

Accrued expenses and other current liabilities

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 nine months ended March 31, 2025 and 2024:

Amount of (Loss) Gain Recognized in AOCL on Derivatives

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 months ended September 30, 2025 and 2024:

Amount of Gain (Loss) Recognized in AOCL on Derivatives

Three Months Ended

Nine Months Ended

September 30,

Derivatives in cash flow hedging relationships:

Interest rate swaps

Foreign currency forward contracts

Derivatives in net investment hedging relationships:

2 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 nine months ended March 31, 2025 and 2024:

Amount of Gain Reclassified from AOCL into Income (Expense)

Amount of Gain (Loss) Reclassified from AOCL into Income (Expense)

Three Months Ended

Nine Months Ended

September 30,

Derivatives in cash flow hedging relationships:

1 unchanged sentence

Interest rate swaps

Foreign currency forward contracts

Cost of sales:

5 unchanged sentences

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

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

During the first quarter of fiscal year 2024, the Company initiated a multi-year growth, transformation and restructuring program (the “Hain Reimagined Program”).

The Hain Reimagined Program is intended to optimize the Company’s portfolio, improve underlying profitability and increase its flexibility to invest in targeted growth initiatives, brand building and other capabilities critical to delivering future growth.

The amount of gain, excluded from effectiveness testing, reclassified from AOCL into income for the three months ended September 30, 2025 and 2024 was $ 111 and $ 123 , respectively.

TRANSFORMATION PROGRAM

During the first quarter of fiscal year 2024, the Company initiated a multi-year growth, transformation and restructuring program (the “Restructuring Program”).

The Restructuring Program is intended to optimize the Company’s portfolio, improve underlying profitability and increase its flexibility to invest in targeted growth initiatives, brand building and other capabilities critical to delivering future growth.

The savings initiatives are expected to impact the Company’s reportable segments and Corporate and Other.

Implementation of the Hain Reimagined Program is expected to be completed by the end of the 2027 fiscal year and is comprised of:

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

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.

Implementation of the Restructuring Program is expected to be completed by the end of the 2027 fiscal year and is comprised of contract termination costs, asset write-downs, employee-related costs and other transformation-related expenses.

For the three months ended September 30, 2025, expenses associated with the Restructuring Program in the amount of $ 8,219 and $ 5,283 , were recorded in productivity and transformation costs and cost of sales, respectively, on the consolidated statements of operations.

For the three months ended September 30, 2024, expenses associated with the Restructuring Program in the amount of $ 5,018 , $ 376 , and $ 31 , were recorded in productivity and transformation costs, cost of sales, and long-lived asset impairment, r espectively, on the consolidated statements of operations.

The table below sets forth expenses associated with the Restructuring Program for the three-month periods ended September 30, 2025 and September 30, 2024 by reportable segments and Corporate and Other.

Three Months Ended

Nine Months Ended

March 31, 2025

March 31, 2024

March 31, 2025

March 31, 2024

September 30, 2025

Three Months Ended

September 30, 2024

North America

1 unchanged sentence

International

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 following table displays the activities and liability balances relating to the Restructuring Program for the three-month period ended September 30, 2025.

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

Non-cash settlements/

September 30,

Employee-related costs 1

2 unchanged sentences

Other transformation-related expenses 3

(1) Represents non-cash asset write-downs including asset impairment and accelerated depreciation.

(2) Other transformation-related expenses primarily include consultancy charges related to reorganization of global functio ns and related personnel resource requirements, and rationalizing sourcing and supply chain processes.

1 Employee-related costs include $ 833 of severance related to executive officer succession.

2 Represents non-cash asset write downs due to accelerated depreciation.

3 Other transformation-related expenses primarily include consultancy charges related to reorganization of global functions and related personnel resource requirements, and rationalizing sourcing and supply chain processes.

COMMITMENTS AND CONTINGENCIES

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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.

On September 29, 2025, the Second Circuit reversed and remanded the matter for further proceedings.

Defendants filed a petition for panel rehearing or rehearing en banc on October 27, 2025 and await a decision.

Additional Stockholder Class Action and Derivative Complaints Filed in Federal Court

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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.

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.

Following the Second Circuit’s reversal and remand on September 29, 2025, the Court further ordered a further status update to be provided on November 14, 2025.

Baby Food Class Action Litigation

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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.

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.

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

19 unchanged sentences

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.

The MDL is first

proceeding with general causation discovery.

Expert discovery has closed.

The parties Rule 702 motions have been fully briefed.

The Court will hold Rule 702 hearings during the week of December 8, 2025.

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”).

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

These cases are now (or will be) 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 that case, Landon R.

All but three of the cases are currently stayed.

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

23STCV24844, fact discovery has closed, and expert discovery is ongoing.

Trial is currently set for July 21, 2025.

23STCV24844, discovery has closed.

The Court held hearings on the parties’ Sargon and Summary Judgment Motions on August 11-13, 2025.

The Court will continue to hold hearings on the parties’ motions in fall 2025.

Trial is currently set for March 16, 2026.

On September 30, 2025, the Court lifted the discovery and pleading stay in two additional cases:

Hain Celestial Group, Inc.

23STCV30542) and Samuel R.

Hain Celestial Group, Inc.

Discovery is ongoing in both cases.

The Hain Celestial Group

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The Company filed a Petition for En Banc Reconsideration, which the Fifth Circuit denied.

The Company successfully petitioned the United States Supreme Court for a writ of certiorari, and the appeal is fully briefed as of September 10, 2025.

The Court heard oral argument on November 4, 2025 and the parties await a decision.

The case has been remanded to Texas state court, where it is now pending in the District Court of Brazoria County, Texas.

Discovery is ongoing and the case has been set for a new trial on September 22, 2025.

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

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

Discovery is ongoing, but the trial has been continued pending a decision at the United States Supreme Court.

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.

1 unchanged sentence

Such lawsuits may be resolved in a manner adverse to us, and we may incur substantial costs or damages not covered by insurance, which could have a material adverse effect on our financial condition and business.

SEC Investigation

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.

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.

5 unchanged sentences

North America and International, which are also the operating segments.

This structure is in line with how the Company’s Chief Operating Decision Maker (“CODM”) assesses the Company’s performance and allocates resources.

The Company uses segment net sales and segment Adjusted EBITDA in order to analyze segment results and trends.

Segment Adjusted EBITDA excludes net interest expense, income taxes, depreciation and amortization, equity in net loss of equity-method investees, stock-based compensation, net, unrealized currency losses, certain litigation and related costs, plant closure related costs, net, productivity and transformation costs, costs associated with acquisitions, divestitures and other transactions, loss on sale of assets, impairment of goodwill, intangibles and long-lived assets and other adjustments.

This structure is in line with how the Company’s Chief Operating Decision Maker (“CODM”) asse sses the Company’s performance and allocates resources.

The Interim President and Chief Executive Officer is the CODM of the Company.

The Company’s measure of segment profitability is Adjusted EBITDA and the CODM also uses net sales in order to analyze segment results and trends to allocate resources.

On a monthly basis, the CODM reviews how actual results compare to forecasts and prior periods when making decisions regarding strategic initiatives and capital investments to segments.

Segment Adjusted EBITDA excludes:

net interest expense, income taxes, depreciation and amortization, equity in net loss of equity-method investees, stock-based compensation, net, unrealized currency losses, certain litigation and related costs, plant closure related costs, net, productivity and transformation costs, warehouse and manufacturing consolidation and other costs, net, costs associated with acquisitions, divestitures and other transactions, (gain) loss on sale of assets, long-lived asset impairments and other adjustments.

In addition, Segment Adjusted EBITDA does not include Corporate and Other expenses related to the Company’s centralized administrative functions, which do not specifically relate to a reportable segment.

Such Corporate and Other expenses are comprised mainly of compensation and related expenses of certain of the Company’s senior executive officers and other employees who perform duties related to the entire enterprise, litigation expense and expenses for certain professional fees, facilities, and other items which benefit the Company as a whole.

The following tables set forth financial information about each of the Company’s reportable segments.

The following tables set forth financial information about each of the Company’s reportable segment’s revenue, significant segment expenses and measure of segment profit or loss for the three months ended September 30, 2025 and 2024.

Information about total assets by segment is not disclosed because such information is not reported to or used by the Company’s CODM for purposes of assessing segment performance or allocating resources.

Transactions between reportable segments were insignificant for all periods presented .

Three Months Ended

Nine Months Ended

Three Months Ended September 30,

North America

International

Adjusted EBITDA:

Cost of sales, adjusted to exclude restructuring activities:

North America

International

Marketing expense:

North America

International

Other selling, general and administrative expenses, adjusted to exclude restructuring activities and depreciation and amortization:

North America

International

Depreciation and amortization and other adjustments:

North America

International

Segment Adjusted EBITDA:

North America

International

Total Reportable Segments Adjusted EBITDA

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Plant closure related costs, net

Warehouse/manufacturing consolidation and other costs, net

Acquisitions, divestitures and other

Gain (loss) on sale of assets

Transaction and integration costs, net

Gain (loss) on sale of assets

Impairment charges

Goodwill impairment

Long-lived asset and intangibles impairment

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

Long-lived asset impairment

(a) Expenses and items 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

Nine Months Ended

Three Months Ended September 30,

Meal Preparation

1 unchanged sentence

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

Nine Months Ended

Three Months Ended September 30,

United States

1 unchanged sentence

Western Europe

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.

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, 2025.

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