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Item 2. Management’s Discussion and Analysis

2025-11-07 compared with 2025-05-07 · 154 added, 291 removed, 189 unchanged (70% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Consolidated Financial Statements and the related Notes thereto for the period ended March 31, 2025 contained in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

Forward-looking statements in this Form 10-Q are qualified by the cautionary statement included in this Form 10-Q under the sub-heading “Forward-Looking Statements” in the introduction of this Form 10-Q.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Consolidated Financial Statements and the related Notes thereto for the period ended September 30, 2025 contained in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Forward-looking statements in this Form 10-Q are qualified by the cautionary statement included in this Form 10-Q under the heading “Forward-Looking Statements” in the introduction of this Form 10-Q.

The Hain Celestial Group, Inc., a Delaware corporation (collectively with its subsidiaries, the “Company,” “Hain Celestial,” “we,” “us” or “our”) is a leading global health and wellness company whose purpose is to inspire healthier living for people, communities and the planet through better-for-you brands.

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North America and International.

Our 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.

Hain Reimagined Program

During the first quarter of fiscal year 2024, we initiated a multi-year growth, transformation and restructuring program (the “Hain Reimagined Program”) intended to drive shareholder returns.

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 kid’s 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.

Restructuring Program

During the first quarter of fiscal year 2024, we initiated a multi-year growth, transformation and restructuring program (the “Restructuring Program”) intended to drive shareholder returns.

The savings initiatives impact our reportable segments and Corporate and Other.

The program is intended to optimize our portfolio, improve underlying profitability and increase our flexibility to invest in targeted growth initiatives, brand building and other capabilities critical to delivering future growth.

The Hain Reimagined Program is grounded on four strategic pillars:

o Concentrate our portfolio in consumer-centric Better-For-You (“BFY”) platforms:

Snacks, Baby & Kids, Beverages, and Meal Preparation.

In the third quarter of 2025, we announced that we are exploring strategic options for our personal care business.

o Simplify our footprint, maintaining direct presence in five key markets – United States (“U.S.”), Canada, United Kingdom (“U.K.”), Ireland, and Western Europe – and align our global operating model and footprint, leveraging scale and realizing synergies across the business.

o Deliver share gain in key platforms where we have the most compelling right to win, through expanded channel reach and acceleration in our innovation pipeline.

o Enhance critical capabilities in brand building and effectiveness of marketing spend;

expand reach across under-penetrated margin-accretive channels such as away-from-home and omni-channel e-commerce;

and enhance our innovation capability to be more leading edge in BFY.

o Drive revenue growth management, working capital management and operational efficiency to fund growth and enhance margins.

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

Cumulative pretax charges associated with the Hain Reimagined Program are expected to be $115 million - $125 million inclusive of potential inventory write-downs of approximately $25 million related to brand/category exits.

The balance of cumulative pretax restructuring charges is expected to be $90 million - $100 million comprised of contract termination costs, asset write-downs, employee-related costs and other transformation-related expenses.

For the three and nine months ended March 31, 2025, we incurred approximately $7.7 million and $20.4, million respectively, of expenses associated with the Hain Reimagined Program,

compared to approximately $9.9 million and $50.2, million respectively, in the corresponding periods of the prior year.

Annualized pretax savings are expected to be $130 million - $150 million.

As part of the Hain Reimagined Program, the Company completed the sale of three non-core brands during the fourth quarter of fiscal 2024 and the first quarter of fiscal 2025.

Implementation of the Restructuring Program is expected to be completed by the end of the 2027 fiscal year.

Cumulative pretax charges associated with the Restructuring Program are expected to be $100 million - $110 million comprised of contract termination costs, asset write-downs, employee-related costs and other transformation-related expenses.

For the three months ended September 30, 2025, we incurred pretax charges of $14 million of expenses associated with the Restructuring Program, compared to $5 million in the prior year period.

As part of the Restructuring Program, the Company completed the sale of three non-core brands and our investment in a joint venture during fiscal 2024 and fiscal 2025.

We also announced the exit of the Yves Veggie Cuisine ® plant-based business in Canada, which was completed in the second quarter of fiscal 2026.

We initiated actions to consolidate our personal care manufacturing footprint and exit our non-strategic joint venture in India, which were substantially completed in the first quarter of fiscal 2025.

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(ii) rationalize certain product categories for greater capacity utilization, cost reduction and margin expansion;

and (iii) reduce office space as part of the Focus and Fuel pillars of the Hain Reimagined Program.

and (iii) reduce office space.

Annualized pretax savings are expected to be $130 million - $150 million.

The gross savings to date reflect operating model savings, productivity delivery and benefits from revenue growth management initiatives, offset by volume deleveraging and input cost inflation.

Global Economic Environment

The duration and intensity of inflation fluctuations, alterations in consumer shopping and consumption patterns, and shifts in geopolitical events, such as the ongoing Russia-Ukraine conflict, may lead to increased supply chain expenses and other business impacts.

Moreover, our industry is anticipating the possibility of increased supply chain challenges, input cost increases and consumer and economic uncertainty as a result of U.S.

government tariffs and the imposition of any counter-tariffs.

Inflation volatility, changing consumer behavior, and geopolitical tensions, particularly the Russia-Ukraine conflict, have driven higher supply chain costs and broader business impacts.

Tariffs and potential countermeasures further contribute to industry-wide uncertainty.

We continually assess the nature and extent of these potential and evolving impacts on our business, consolidated operational results, liquidity, and capital resources.

Comparison of Three Months Ended March 31, 2025 to Three Months Ended March 31, 2024

Comparison of Three Months Ended September 30, 2025 to Three Months Ended September 30, 2024

Consolidated Results

The following table compares our results of operations, including as a percentage of net sales, on a consolidated basis, for the three months ended March 31, 2025 and 2024 (dollars in thousands, other than per share amounts and percentages, which may not add due to rounding):

The following table compares our results of operations, including as a percentage of net sales, on a consolidated basis, for the three months ended September 30, 2025 and 2024 (dollars in thousands, other than per share amounts and percentages, which may not add due to rounding):

Three Months Ended

March 31, 2025

March 31, 2024

September 30, 2025

September 30, 2024

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 income, net

Other (income) expense, net

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

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* Percentage is not meaningful due to one or more numbers being negative.

** Percentage is not meaningful due to significantly lower number or nil value in the comparative period.

Net sales for the three months ended March 31, 2025 were $390.4 million, a decrease of $48.0 million, or 11.0%, including an unfavorable impact of $23.3 million, or 4.8%, related to divestitures, discontinued brands and exited product categories and an unfavorable impact of $3.8 million, or 0.9%, from foreign exchange, as compared to the prior year quarter.

Net sales for the three months ended September 30, 2025 were $367.9 million, a decrease of $26.7 million, or 6.8%, including an unfavorable impact of $12.3 million, or 2.7%, related to held for sale businesses, discontinued brands and exited product categories and a favorable impact of $6.6 million, or 1.7%, from foreign exchange, as compared to the prior year quarter.

Organic net sales, defined as net sales adjusted to exclude the impact of foreign exchange, acquisitions, divestitures, discontinued brands and exited product categories, decreased $21.0 million, or 5.8%, from the prior year quarter.

The decrease in each of net sales and organic net sales was primarily due to decline in the North America reportable segment.

Additionally, the decrease in organic net sales was comprised of a 2.9% decrease in volume/mix and a 2.5% decrease in price primarily reflecting promotional activity.

The decrease in organic net sales comprised of a 7% decrease in volume/mix, partially offset by a 1% increase in price.

The decrease in each of net sales and organic net sales was primarily due to declines in both the North America and International reportable segments.

Further details of changes in net sales by segment are provided below in the Segment Results section.

Gross profit for the three months ended March 31, 2025 was $84.7 million, a decrease of $12.0 million, or 12.4%, as compared to the prior year period.

Gross profit margin of 21.7% for the three months ended March 31, 2025 was lower when compared with 22.1% in the prior year period, representing a 40-basis point decrease.

The decrease in gross profit was driven primarily by the North America reportable segment, mainly due to lower sales volume and unfavorable pricing, partially offset by productivity improvements.

The International reportable segment also had a decrease in gross profit mainly driven by lower margin due to pricing and product mix, partially offset by higher volume.

Gross profit for the three months ended September 30, 2025 was $68.1 million, a decrease of $13.5 million, or 16.6%, as compared to the prior year quarter.

Gross profit margin for the three months ended September 30, 2025 was 18.5% compared with 20.7% in the prior year quarter.

The decrease in gross profit was driven primarily by the International reportable segment, mainly due to lower volume/mix and cost inflation, partially offset by productivity savings and trade efficiencies.

This decline was partially offset by an increase in gross profit in the North America reportable segment, mainly driven by higher margin due to productivity savings, pricing and trade efficiencies, partially offset by lower volume/mix and cost inflation.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $62.9 million for the three months ended March 31, 2025, a decrease of $3.8 million, or 5.7%, from $66.7 million for the prior year quarter.

The decrease was primarily due to a reduction in selling expenses.

Goodwill Impairment

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.

Consequently, the Company recorded aggregate non-cash goodwill impairment charge of $110.3 million within the North America segment related to such reporting units.

See Note 9, Goodwill and Other Intangible Assets in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Long-Lived Asset and Intangibles Impairment

During the three months ended March 31, 2025, the Company recorded non-cash impairment charges of $24.0 million, primarily related to the personal care assets held for sale.

See Note 4, Assets and Liabilities Held for Sale in the Notes of the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

During the three months ended March 31, 2024, the Company recognized aggregate non-cash impairment charges of $49.4 million primarily related to ParmCrisps ® , Thinsters ® , and certain North America personal care intangible asset.

See Note 9, Goodwill and Other Intangible Assets in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Selling, general and administrative expenses were $65.5 million for the three months ended September 30, 2025, a decrease of $5.8 million, or 8.2%, from $71.3 million for the prior year quarter.

The decrease was due to lower employee-related and non people cost discipline, as the Company began to implement overhead reduction actions.

Productivity and Transformation Costs

Productivity and transformation costs were $7.3 million for the three months ended March 31, 2025, an increase of $0.1 million, or 1.6%, from $7.2 million in the prior year quarter.

The increase was primarily due to the increase in restructuring costs incurred in connection with the Hain Reimagined Program.

Productivity and transformation costs were $8.2 million for the three months ended September 30, 2025, an increase of $3.2 million, or 63.8%, from $5.0 million in the prior year quarter.

The increase was primarily due to higher costs incurred in connection with the Restructuring Program.

Amortization of Acquired Intangible Assets

Amortization of acquired intangibles was $1.2 million for the three months ended March 31, 2025 compared to $1.3 million for the prior year quarter.

Operating Loss

Operating loss for the three months ended March 31, 2025 was $121.1 million compared to operating loss of $27.9 million in the prior year quarter as a result of the items described above.

Amortization of acquired intangibles was $1.2 million for the three months ended September 30, 2025, a decrease of $1.0 million from $2.2 million in the prior year quarter, primarily reflecting reduced amortization expenses due to the impairment of the Personal Care tradenames (Alba Botanica ® , Avalon Organics ® , and JASON ® ) and Live Clean ® customer relationships recognized in the second quarter of fiscal 2025.

See Note 9, Goodwill and Other Intangible Assets , in the Notes to the Consolidated Financial Statements included in Item 8 of the Form 10-K.

Operating (Loss) Income

Operating loss for the three months ended September 30, 2025 was $6.9 million compared to operating income of $3.1 million in the prior year quarter as a result of the items described above.

Interest and Other Financing Expense, Net

Interest and other financing expense, net totaled $11.9 million for the three months ended March 31, 2025, a decrease of $2.3 million, or 16.0%, from $14.1 million in the prior year quarter.

The decrease resulted primarily from a lower outstanding debt balance and a reduction in borrowing rates compared to the prior year quarter.

Interest and other financing expense, net totaled $15.5 million for the three months ended September 30, 2025, an increase of $1.8 million, or 12.8%, from $13.7 million in the prior year quarter.

The increase resulted primarily due to higher financing fees related to the amendment of our credit agreement.

See Note 10, Debt and Borrowings , in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Other Income, Net

Other income, net totaled $1.2 million for the three months ended March 31, 2025 compared to $0.1 million in the prior year quarter.

The increase in net income was primarily comprised of net foreign exchange gains of $1.3 million.

Other (Income) Expense, Net

Other income, net totaled $0.7 million for the three months ended September 30, 2025, compared to $5.3 million of other expense, net in the prior year quarter.

The change primarily reflected the recognition of a $3.9 million pretax loss on the sale of the ParmCrisps ® business and higher net unrealized foreign currency losses in the prior year quarter.

Loss Before Income Taxes and Equity in Net Loss of Equity-Method Investees

Loss before income taxes and equity in net loss of our equity-method investees for the three months ended March 31, 2025 was $134.1 million compared to $42.1 million in the prior year quarter.

Loss before income taxes and equity in net loss of our equity-method investees for the three months ended September 30, 2025 was $21.7 million compared to $16.0 million in the prior year quarter.

The increase in the loss before income taxes and equity in net loss of our equity-method investees was due to the items discussed above.

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The (benefit) provision for income taxes includes federal, foreign, state and local income taxes.

Our income tax benefit was $0.5 million for the three months ended March 31, 2025 compared to income tax expense of $5.1 million in the prior year quarter.

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 income tax expense for the three months ended March 31, 2025 reflected foreign tax expense in certain jurisdictions, impairment of goodwill and intangibles and movement in the valuation allowance for both federal and state income taxes.

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

Our income tax benefit was $1.3 million for the three months ended September 30, 2025 compared to expense of $3.5 million in the prior year quarter.

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.

Equity in Net Loss of Equity-Method Investees

Equity in net loss from our equity-method investments for each of the three months ended March 31, 2025 and March 31, 2024 was a loss of $1.0 million.

Net loss for the three months ended March 31, 2025 was $134.6 million, or $1.49 per diluted share, compared to $48.2 million, or $0.54 per diluted share, in the prior year quarter.

Equity in net loss from our equity-method investments for each of the three months ended September 30, 2025 and September 30, 2024 was a loss of $0.2 million.

Net loss for the three months ended September 30, 2025, was $20.6 million, or $0.23 per diluted share, compared to $19.7 million, or $0.22 per diluted share, in the prior year quarter.

The increase in net loss was attributable to the factors noted above.

Adjusted EBITDA

Adjusted EBITDA was $33.6 million and $43.8 million for the three months ended March 31, 2025 and 2024, respectively, as a result of the factors discussed above.

Adjusted EBITDA was $19.7 million and $22.4 million for the three months ended September 30, 2025 and 2024, respectively, as a result of the factors discussed above.

See Reconciliation of Non-U.S.

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Segment Results

The following table provides a summary of net sales and Adjusted EBITDA by reportable segment for the three months ended March 31, 2025 and 2024:

The following table provides a summary of net sales and Adjusted EBITDA by reportable segment for the three months ended September 30, 2025 and 2024:

(Dollars in thousands)

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North America

Our net sales in the North America reportable segment for the three months ended March 31, 2025 were $222.4 million, a decrease of $45.7 million, or 17.0%, including an unfavorable impact of $22.5 million, or 6.9%, related to divestitures, discontinued brands and exited product categories, as compared to the prior year quarter.

Our net sales in the North America reportable segment for the three months ended September 30, 2025 were $203.9 million, a decrease of $27.2 million, or 11.8%, including an unfavorable impact of $12.4 million or 4.3% related to held for sale businesses, discontinued brands and exited product categories, as compared to the prior year quarter.

Organic net sales decreased $14.7 million, or 7.4%, to $185.0 million from $199.7 million in the prior year quarter.

The decrease in net sales was primarily due to lower sales in the snacks, personal care, and meal preparation categories.

The decrease in organic net sales was primarily due to lower sales in the snacks and baby & kids categories.

The decrease in the snacks category was driven by lower volume and continued category softness.

Adjusted EBITDA for the three months ended March 31, 2025 was $17.3 million, a decrease of $10.6 million, or 37.9%, from Adjusted EBITDA of $27.9 million in the prior year quarter.

The decrease was primarily driven by lower volume/mix and higher trade spend, partially offset by productivity.

Adjusted EBITDA margin was 7.8%, a 260-basis point decrease from the prior year period.

International

Our net sales in the International reportable segment for the three months ended March 31, 2025 were $167.9 million, a decrease of $2.3 million, or 1.4%, including an unfavorable impact of $2.3 million, or 0.5%, related to foreign exchange, as compared to the prior year quarter.

Organic net sales increased $0.8 million, or 0.5%, to $169.8 million from $169.0 million the prior year quarter.

The decrease in net sales was primarily due to lower sales in the beverage and snacks categories, partially offset by an increase in the meal preparation category.

The increase in organic net sales was primarily due to increases in the meal preparation and baby & kids categories and the supply chain recovery from the service issues discussed last quarter, partially offset by lower sales in the beverage and snacks categories.

The increase in the meal preparation category was due to continued strong soup performance across brands.

Adjusted EBITDA for the three months ended March 31, 2025 was $22.2 million, a decrease of $2.4 million, or 9.7%, from Adjusted EBITDA of $24.5 million in the prior year quarter.

The decrease was primarily driven by inflation and net pricing, inclusive of own label contracts, partially offset by favorable volume/mix.

Adjusted EBITDA margin was 13.2%, a 120-basis point decrease from the prior year period.

Corporate and Other

The decrease in Corporate and Other expenses primarily reflected a decrease in consulting charges.

Refer to Note 18, Segment Information , in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Comparison of Nine Months Ended March 31, 2025 to Nine Months Ended March 31, 2024

Consolidated Results

The following table compares our results of operations, including as a percentage of net sales, on a consolidated basis, for the nine months ended March 31, 2025 and 2024 (amounts in thousands, other than per share data and percentages, which may not add due to rounding):

Nine Months Ended

March 31, 2025

March 31, 2024

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

Interest and other financing expense, net

Other expense (income), net

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

Provision (benefit) for income taxes

Equity in net loss of equity-method investees

Adjusted EBITDA

Diluted net loss per common share

* Percentage is not meaningful due to one or more numbers being negative.

** Percentage is not meaningful due to significantly lower number or nil value in the comparative period.

Net sales for the nine months ended March 31, 2025 were $1,196.4 million, a decrease of $121.1 million, or 9.2%, including an unfavorable impact of $61.5 million, or 4.2%, related to divestitures, discontinued brands and exited product categories and a favorable impact of $2.8 million, or 0.2%, from foreign exchange, as compared to the prior year period.

The decrease in each of net sales and organic net sales was primarily due to declines in both the North America and International reportable segments.

Additionally, the decrease in organic net sales was comprised of a 3.4% decrease in volume/mix and a 1.9% decrease in price.

Further details of changes in net sales by segment are provided below in the Segment Results section.

Gross profit for the nine months ended March 31, 2025 was $259.7 million, a decrease of $23.1 million, or 8.2%, as compared to the prior year period.

The gross profit margin of 21.7% was higher for the nine months ended March 31, 2025, when compared with 21.5% in the prior year period.

The decrease in gross profit was driven primarily by the North America reportable segment, mainly due to lower sales volume and unfavorable product mix, partially offset by productivity improvements.

The International reportable segment had a decrease in gross profit mainly due to lower sales volume and unfavorable pricing, partially offset by favorable product mix.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $204.4 million for the nine months ended March 31, 2025, a decrease of $13.4 million, or 6.2%, from $217.8 million for the prior year period.

The decrease was primarily due to lower employee-related expenses, broker expenses and professional fees.

Goodwill Impairment

As discussed above, during the nine months ended March 31, 2025, the Company recorded a non-cash goodwill impairment charge of $201.5 million within the North America segment related to its U.S.

and Canada reporting units.

See Note 9, Goodwill and Other Intangible Assets , in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Long-Lived Asset and Intangibles Impairment

During the nine months ended March 31, 2025, the Company recorded a non-cash impairment charge of $42.0 million, primarily related to the personal care assets held for sale and indefinite and definite-lived intangible assets associated with its personal care business.

See Note 4, Assets and Liabilities Held for Sale and Note 9, Goodwill and Other Intangible Assets in the Notes of the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q

During the nine months ended March 31, 2024 the Company recognized a $20.7 million charge related to a decline in actual and projected performance and cash flows related to its personal care business in the North America reportable segment.

See Note 7, Property, Plant and Equipment, Net , and Note 14, Fair Value Measurements , in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

In addition, results for the nine months ended March 31, 2024 also included non-cash impairment charges of $42.2 million primarily related to ParmCrisps ® , Thinsters ® , and certain North America personal care intangible assets.

See Note 9, Goodwill and Other Intangible Assets , and Note 14, Fair Value Measurements , in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Productivity and Transformation Costs

Productivity and transformation costs were $16.5 million for the nine months ended March 31, 2025, a decrease of $3.9 million, or 19.3%, from $20.4 million in the prior year period.

The decrease primarily reflected a reduction in restructuring costs incurred in connection with the Hain Reimagined Program.

Amortization of Acquired Intangible Assets

Amortization of acquired intangibles was $5.2 million for the nine months ended March 31, 2025, an increase of $0.5 million from $4.7 million in the prior year period.

Operating Loss

Operating loss for the nine months ended March 31, 2025 was $210.0 million compared to $31.0 million in the prior year period as a result of the items described above.

Interest and Other Financing Expense, Net

Interest and other financing expense, net totaled $38.4 million for the nine months ended March 31, 2025, a decrease of $5.1 million, or 11.7%, from $43.5 million in the prior year period.

The decrease resulted primarily from a lower outstanding debt balance and the impact of a reduction in borrowing rates compared to the prior year period.

See Note 10 , Debt and Borrowings , in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Other Expense (Income), Net

Other expense, net totaled $2.4 million for the nine months ended March 31, 2025, compared to $0.2 million of other income, net in the prior year period.

The change was primarily due to a pretax loss of $3.9 million on the sale of ParmCrisps ® , partially offset by a $1.6 million pretax gain on the sale of assets related to the Company’s former Bell, CA production facility.

Loss Before Income Taxes and Equity in Net Loss of Equity-Method Investees

Loss before income taxes and equity in net loss of our equity-method investees was $250.8 million for the nine months ended March 31, 2025, compared to a $74.3 million loss in the prior year period.

The increase in the loss before income taxes and equity in net loss of our equity-method investees was due to the items discussed above.

Provision (Benefit) for Income Taxes

The provision (benefit) for income taxes includes federal, foreign, state and local income taxes.

Our income tax provision was $5.7 million for the nine months ended March 31, 2025 compared to income tax benefit of $4.5 million in the prior year comparable period.

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 income tax provision for the nine months ended March 31, 2025 reflected foreign tax expense in certain jurisdictions, impairment of goodwill and intangibles and movement in the valuation allowance for both federal and state income taxes.

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

Equity in Net Loss of Equity-Method Investees

Equity in net loss from our equity-method investments for the nine months ended March 31, 2025 was a loss of $1.7 million compared to a $2.4 million loss in the prior year period.

Net loss for the nine months ended March 31, 2025 was $258.2 million, or $2.87 per diluted share, compared to $72.1 million, or $0.80 per diluted share, in the prior year period.

The increase in net loss was attributable to the factors noted above.

Adjusted EBITDA

Adjusted EBITDA was $93.9 million and $115.0 million for the nine months ended March 31, 2025 and 2024, respectively, as a result of the factors discussed above.

See Reconciliation of Non-U.S.

GAAP Financial Measures to U.S.

GAAP Measures following the discussion of our results of operations for definitions and a reconciliation of our net loss to Adjusted EBITDA.

Segment Results

The following table provides a summary of net sales and Adjusted EBITDA by reportable segment for the nine months ended March 31, 2025 and 2024:

(Dollars in thousands)

International

Nine months ended 3/31/25

Nine months ended 3/31/24

Adjusted EBITDA

Nine months ended 3/31/25

Nine months ended 3/31/24

Adjusted EBITDA margin

Nine months ended 03/31/25

Nine months ended 03/31/24

See the Reconciliation of Non-U.S.

GAAP Financial Measures to U.S.

GAAP Measures following the discussion of our results of operations and Note 18, Segment Information , in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for a reconciliation of segment Adjusted EBITDA.

North America

Our net sales in the North America reportable segment for the nine months ended March 31, 2025 were $682.8 million, a decrease of $113.0 million, or 14.2%, including an unfavorable impact of $60.1 million, or 6.4%, related to divestitures, discontinued brands and exited product categories, as compared to the prior year period.

Organic net sales decreased $50.4 million, or 7.5%, to $623.8 million from $674.1 million in the prior year period.

The decrease in net sales was primarily due to lower sales in the snacks and personal care categories.

The decrease in net sales in the snacks category reflected reduced volume and in-store marketing activation and promotion effectiveness, and the reduction in net sales in the personal care category was mainly due to SKU simplification initiatives and service issues.

The decrease in organic net sales was primarily due to lower sales in the snacks category discussed above and, to a lesser extent, reduced volume in the meal preparation category.

Adjusted EBITDA for the nine months ended March 31, 2025 was $55.1 million, a decrease of $22.8 million, or 29.2%, from Adjusted EBITDA of $77.8 million in the prior year period.

The decrease was primarily related to reduced gross profit driven by lower volume and unfavorable pricing, partially offset by productivity.

Adjusted EBITDA margin was 8.1%, a 170-basis point decrease from the prior year period.

The decrease in net sales primarily reflected lower net sales in the snacks, personal care, and meal preparation categories, partially offset by higher net sales in the beverages category.

The decrease in the snacks category was due to velocity challenges and distribution losses.

The decline in the meal preparation category was primarily due to the impact of discontinued brands and exited product categories, while the decline in the personal care category was driven by portfolio simplification initiatives and distribution losses.

The decrease in organic net sales was primarily due to volume softness in the snacks category, as a result of velocity challenges and distribution losses, partially offset by growth in the beverages, baby & kids and meal preparation categories.

Adjusted EBITDA for the three months ended September 30, 2025 was $17.0 million, an increase of $4.6 million, or 36.5%, from Adjusted EBITDA of $12.5 million in the prior year quarter.

The increase was primarily driven by productivity savings, reduction in SG&A expenses, and pricing and trade efficiencies, partially offset by impact of lower volumes and cost inflation.

Adjusted EBITDA margin was 8.3%, a 290-basis point increase from the prior year period.

International

Our net sales in the International reportable segment for the nine months ended March 31, 2025 were $513.6 million, a decrease of $8.1 million, or 1.5%, including a favorable impact of $5.3 million or 1.0% related to foreign exchange, as compared to the prior year period.

Organic net sales decreased $12.0 million, or 2.3%, to $506.4 million from $518.5 million in the prior year period.

The decrease in both net sales and organic net sales was primarily due to lower sales in the beverage, meal preparation and snacks categories.

The decrease in the beverage and snacks categories was due to lower volumes.

The decrease in the meal preparation category was due to unfavorable pricing.

Adjusted EBITDA for the nine months ended March 31, 2025 was $65.1 million, a decrease of $2.9 million, or 4.3%, from Adjusted EBITDA of $68.0 million in the prior year period.

Our net sales in the International reportable segment for the three months ended September 30, 2025 were $164.0 million, an increase of $0.5 million, or 0.3%, including a favorable impact of $6.7 million or 4.1% related to foreign exchange, as compared to the prior year quarter.

Organic net sales decreased $6.4 million or 3.9% to $156.5 million from $162.9 million the prior year quarter.

The increase in net sales was primarily due to higher sales in the meal preparation and beverages categories, substantially offset by lower sales in the baby & kids category.

The decrease in organic net sales was primarily due to lower sales in the baby & kids category, partially offset by growth in the meal preparation category.

The decrease in the baby & kids category was primarily driven by industry-wide volume softness in purees in the U.K.

Adjusted EBITDA for the three months ended September 30, 2025 was $12.6 million, a decrease of $7.8 million, or 38.4%, from Adjusted EBITDA of $20.4 million in the prior year quarter.

The decrease was primarily driven by a decrease in gross profit associated with lower volume/mix and cost inflation, partially offset by productivity savings, pricing and trade efficiencies.

Adjusted EBITDA margin was 7.7%, a 480-basis point decrease from the prior year period.

Corporate and Other

The decrease in Corporate and Other expenses primarily reflected a decrease in consulting charges primarily offset by employee-related expenses.

The decrease in Corporate and Other adjusted EBITDA primarily reflected a reduction in compensation-related expenses.

Refer to Note 18, Segment Information , in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

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See Note 10, Debt and Borrowings , in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

In addition to obligations under the Credit Agreement, we are party to other contractual obligations involving commitments to make payments to third parties, including purchase commitments and lease obligations, which impact our short-term and long-term liquidity and capital resource needs.

See Note 8, Leases .

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.

See below for a description of the Third Amendment (as defined below), which amended the Company’s maximum consolidated secured leverage ratio commencing with the quarter ending June 30, 2025.

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.

As of March 31, 2025, the Company’s consolidated secured leverage ratio, consolidated leverage ratio and consolidated interest coverage ratio were 4.23:1.00, 4.23:1.00 and 3.22:1.00, respectively, and the Company was in compliance with all associated covenants.

The aforementioned financial covenants are being reported as calculated under the Credit Agreement and not pursuant to U.S.

Please refer to the Credit Agreement filed as an exhibit to our periodic reports for further information related to the calculation thereof.

For risks related to our indebtedness and compliance with these covenants, please refer to the risk factor “Any default under our credit agreement could have significant consequences” set forth in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

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 until 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.

As of September 30, 2025, the Company’s consolidated secured leverage ratio, consolidated leverage ratio and consolidated interest coverage ratio were 4.81:1.00, 4.81:1.00 and 2.92:1.00, respectively, and the Company was in compliance with all associated covenants.

The aforementioned financial covenants are being reported as calculated under the Credit Agreement and not pursuant to generally accepted accounting principles in the U.S.

Please refer to the Credit Agreement and amendments filed as exhibits to our periodic reports for further information related to the calculation thereof.

For risks related to our indebtedness and compliance with these covenants, please refer to the risk factor “Any default under our credit agreement or inability to refinance our indebtedness could have significant consequences” set forth in Part I, Item 1A, “Risk Factors” of our Form 10-K for the fiscal year ended June 30, 2025.

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.

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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 $800.0 million to $700.0 million in the aggregate, with the U.S.

revolving credit facility reduced from $440.0 million to $385.0 million and the global revolving credit facility reduced from $360.0 million to $315.0 million.

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

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) $17.0 million for the quarter ending September 30, 2025 and (ii) $52.0 million 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 GAAP.

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 $700.0 million to $600.0 million in the aggregate, with the U.S.

revolving credit facility reduced from $385.0 million to $330.0 million and the global revolving credit facility reduced from $315.0 million to $270.0 million.

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 March 31, 2025, the notional amount of the interest rate swaps was $400.0 million with fixed rate payments of 5.10%, which increased to 6.10% on May 5, 2025 in connection with the Third Amendment.

Including the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at March 31, 2025 was 6.41%.

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 $445.0 million of loans under the Revolver, $264.9 million of Term Loans, and $2.8 million of letters of credit outstanding under the Credit Agreement.

As of March 31, 2025, $352.2 million 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.

Our cash and cash equivalents balance decreased by $9.9 million at March 31, 2025 to $44.4 million as compared to $54.3 million at June 30, 2024.

Our working capital was $247.7 million at March 31, 2025, a decrease of $27.9 million from $275.6 million at the end of fiscal 2024.

Additionally, our total debt decreased by $35.1 million at March 31, 2025 to $709.0 million as compared to $744.1 million at June 30, 2024 as a result of net repayments carried out during the period.

As of September 30, 2025, there were $464.0 million of loans outstanding under the Revolver, $253.7 million of outstanding Term Loans, and $2.7 million of letters of credit outstanding under the Credit Agreement.

As of September 30, 2025 and June 30, 2025, $133.3 million and $246.7 million, 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.

Cash and Cash Equivalents

Our cash and cash equivalents balance decreased by $6.5 million at September 30, 2025 to $47.9 million as compared to $54.4 million at June 30, 2025.

Our working capital was $246.2 million at September 30, 2025, a decrease of $6.7 million from $252.9 million at the end of fiscal 2025.

Additionally, our total debt increased by $11.4 million at September 30, 2025 to $716.2 million as compared to $704.8 million at June 30, 2025 as a result of an increase in net borrowings during the period.

Our cash balances are held in the U.S., U.K., Canada, Western Europe, the Middle East and India.

As of March 31, 2025, substantially all cash was held outside of the U.S.

As of September 30, 2025, substantially all cash was held outside the U.S.

We maintain our cash and cash equivalents primarily in money market funds or their equivalent.

Accordingly, we do not believe that our investments have significant exposure to interest rate risk.

Cash provided (used in) by operating, investing and financing activities is summarized below.

Nine Months Ended March 31,

Cash (Used in) Provided by Operating, Investing and Financing Activities

Three Months Ended September 30,

(Dollars in thousands)

Cash flows provided by (used in):

Cash flows (used in) provided by:

Operating activities

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Effect of exchange rate changes on cash

Net decrease in cash and cash equivalents

Cash provided by operating activities was $24.8 million for the nine months ended March 31, 2025, a decrease of $52.2 million from cash provided by operating activities of $77.0 million in the prior year period.

This decrease in cash provided by operating activities versus the prior year period resulted primarily from higher cash utilization of $54.1 million for our working capital accounts, which was mainly due to higher inventory and a reduced benefit from accounts payable and accrued expenses, partially offset by an increase in accounts receivable recovery.

Cash used by investing activities was $0.4 million for the nine months ended March 31, 2025, a decrease of $22.9 million from cash used in investing activities of $23.2 million in the prior year period.

The decrease in cash used by investing activities was

primarily due to an increase in proceeds from asset sales of $12.3 million, primarily related to the sale of ParmCrisps ® , and the receipt of a $2.6 million dividend from Hutchison Hain Organic Holdings Limited, a joint venture with HUTCHMED (China) Limited.

Cash used in financing activities was $36.5 million for the nine months ended March 31, 2025, a decrease of $19.6 million compared to $56.1 million in the prior year period.

The decrease in cash used in financing activities was primarily due to lower net borrowings during the nine months ended March 31, 2025.

Net (decrease) increase in cash and cash equivalents

Cash used in operating activities was $8.5 million for the three months ended September 30, 2025, a decrease of $2.3 million from cash used in operating activities of $10.8 million in the prior year period.

This decrease in cash used in operating activities versus the prior year period resulted primarily from lower cash utilization of $5.0 million for our working capital accounts which was mainly due to focused inventory management, which generated year-over-year improvement of $13.9 million and resulted in an increased benefit from accounts payable and accrued expenses in the amount of $7.9 million, partially offset by a decrease in accounts receivable recovery of $11.8 million as well as an increase of $2.7 million in net loss adjusted for non-cash charges.

Cash used in investing activities was $5.2 million for the three months ended September 30, 2025, a change of $11.5 million from cash provided by investing activities of $6.3 million in the prior year period.

The net change was primarily due to the receipt of proceeds from the sale of ParmCrisps of $12.0 million in the prior year and lower capital expenditures in the three months ended September 30, 2025 due to phasing of capital projects.

See Note 5, Disposition , in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Cash provided by financing activities was $9.0 million for the three months ended September 30, 2025, a change of $13.2 million compared to cash used in financing activities of $4.2 million in the prior year period.

The increase in cash used in financing activities was primarily due to higher net debt borrowings during the three months ended September 30, 2025.

Free Cash Flow

Our free cash flow was $5.7 million for the nine months ended March 31, 2025, a decrease of $46.5 million from free cash flow of $52.2 million in the nine months ended March 31, 2024.

The period-over-period change resulted primarily from a decrease in cash flows from operations of $52.2 million driven by the reasons explained above, partially offset by lower capital expenditures.

Our free cash flow was negative $13.7 million for the three months ended September 30, 2025, an improvement of $2.8 million from negative free cash flow of $16.5 million in the three months ended September 30, 2024.

The period-over-period change resulted primarily from a decrease in cash flows used in operations of $2.3 million driven by the reasons explained above, and lower capital expenditures of $0.5 million.

See Reconciliation of Non-U.S.

GAAP Financial Measures to U.S.

GAAP Measures following the discussion of our results of operations for definitions and a reconciliation from our net cash provided by operating activities to free cash flow.

GAAP Measures following the discussion of our results of operations for definitions and a reconciliation from our net cash used in operating activities to free cash flow.

Share Repurchase Program

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The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations.

During the nine months ended March 31, 2025, the Company did not repurchase any shares under the repurchase program.

As of March 31, 2025, the Company had $173.5 million of remaining authorization under the share repurchase program.

During the three months ended September 30, 2025, the Company did not repurchase any shares under the repurchase program.

As of September 30, 2025, the Company had $173.5 million of remaining authorization under the share repurchase program.

Reconciliation of Non-U.S.

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Organic Net Sales

As noted above, we define organic net sales as net sales excluding the impact of acquisitions, divestitures, held for sale businesses, discontinued brands, exited product categories and foreign exchange.

As noted above, we define organic net sales as net sales excluding the impact of acquisitions, divestitures, discontinued brands and exited product categories and foreign exchange.

To adjust organic net sales for the impact of acquisitions, the net sales of an acquired business are excluded from fiscal quarters constituting or falling within the current period and prior period where the applicable fiscal quarter in the prior period did not include the acquired business for the entire quarter.

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International

Net sales - Three months ended March 31, 2025

Impact of divestitures, held for sale businesses, discontinued brands and exited product categories

Impact of foreign currency exchange

Organic net sales - Three months ended March 31, 2025

Net sales - Three months ended March 31, 2024

Impact of divestitures, held for sale businesses, discontinued brands and exited product categories

Organic net sales - Three months ended March 31, 2024

Net sales decline

Impact of divestitures, held for sale businesses, discontinued brands and exited product categories

Impact of foreign currency exchange

Organic net sales (decline) growth

Net sales - Nine months ended March 31, 2025

Impact of divestitures, held for sale businesses, discontinued brands and exited product categories

Net sales - Three months ended September 30, 2025

Impact of held for sale businesses, discontinued brands and exited product categories

Impact of foreign currency exchange

Organic net sales - Nine months ended March 31, 2025

Net sales - Nine months ended March 31, 2024

Organic net sales - Three months ended September 30, 2025

Net sales - Three months ended September 30, 2024

Impact of divestitures, held for sale businesses, discontinued brands and exited product categories

Organic net sales - Nine months ended March 31, 2024

Organic net sales - Three months ended September 30, 2024

Net sales decline

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Adjusted EBITDA

The Company defines Adjusted EBITDA as net loss before 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 expenses, net, plant closure related costs, net, warehouse and manufacturing consolidation and other costs, net, productivity and transformation costs, costs associated with acquisitions, divestitures and other transactions, (gains) losses on sales of assets, goodwill impairment, long-lived asset and intangibles impairment and other adjustments.

The Company defines Adjusted EBITDA as net loss before 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 expenses, net, plant closure related costs, net, productivity and transformation costs, costs associated with acquisitions, divestitures and other transactions, (gain) loss on sale of assets, long-lived asset impairment and other adjustments.

The Company’s management believes that this presentation provides useful information to management, analysts and investors regarding certain additional financial and business trends relating to its results of operations and financial condition.

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GAAP to be recorded in our consolidated financial statements.

In addition, Adjusted EBITDA is subject to inherent limitations as this metric reflects the exercise of judgment by management about which expenses and income are excluded or included in

determining Adjusted EBITDA.

In addition, Adjusted EBITDA is subject to inherent limitations as this metric reflects the exercise of judgment by management about which expenses and income are excluded or included in determining Adjusted EBITDA.

In order to compensate for these limitations, management presents Adjusted EBITDA in connection with U.S.

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A reconciliation of net loss to Adjusted EBITDA is as follows:

Three Months Ended March 31,

Nine Months Ended March 31,

Three Months Ended September 30,

(Dollars in thousands)

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Productivity and transformation costs

Warehouse/manufacturing consolidation and other costs, net

Plant closure related 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

Long-lived asset impairment

Adjusted EBITDA

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We do not consider Free Cash Flow in isolation or as an alternative to financial measures determined in accordance with U.S.

A reconciliation from cash flows provided by operating activities to Free Cash Flow is as follows:

Nine Months Ended March 31,

A reconciliation from cash flows (used in) provided by operating activities to Free Cash Flow is as follows:

Three Months Ended September 30,

(Dollars in thousands)

Net cash provided by operating activities

Net cash used in operating activities

Purchases of property, plant and equipment

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Impairments to goodwill and other intangible assets may be caused by factors outside our control, such as increasing competitive pricing pressures, changes in discount rates based on changes in cost of capital (i.e., as a result of changes in interest rates or other conditions), lower than expected sales and profit growth rates, changes in industry EBITDA multiples, the inability to quickly replace lost co-manufacturing business, or the bankruptcy of a significant customer, among others.

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.

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

For the 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 unit.

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, 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.

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.

As of March 31, 2025, we considered our market capitalization and our net book value and performed a market capitalization reconciliation with the expectation that the market capitalization should reconcile within a reasonable range to the sum of the fair values of the Company's individual reporting units.

We monitor our reporting units at risk of impairment for interim impairment indicators.

As of September 30, 2025, we considered our market capitalization and our net book value and performed a market capitalization reconciliation with the expectation that the market capitalization should reconcile within a reasonable range to the sum of the fair values of the Company's individual reporting units.

Upon performing the market capitalization reconciliation, we noted a reasonable reconciliation between the sum of the reporting unit fair values and the Company’s market capitalization once adjusted for the impact of corporate costs not allocated to the reporting units.

Refer to the critical accounting policies and estimates section included in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Indefinite-Lived Intangible Assets

The Sensible Portions ® and Spectrum ® intangible assets are part of the North America reportable segment and have a remaining aggregate carrying value of $8,000 and $11,800, respectively, as of September 30, 2025.

The Spectrum ® and Sensible Portions ® tradenames remain at risk of impairment in future periods in the event of unfavorable changes in assumptions, including forecasted future cashflows based on execution of strategic initiatives for increasing revenue, as well as discount rates and other macroeconomic factors.

Recent Accounting Pronouncements

Refer to Note 2, Basis of Presentation, in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Certain of our product lines have seasonal fluctuations.

Hot tea, hot-eating desserts and soup sales are stronger in colder months, while sales of snack foods, sunscreen and certain of our personal care products are stronger in the warmer months.

Certain of our product lines have seasonal fluctuations in demand.

Hot tea and soup sales are stronger in colder months, while sales of snack foods are stronger in the warmer months.

As such, our results of operations and our cash flows for any particular quarter are not indicative of the results we expect for the full year, and our historical seasonality may not be indicative of future quarterly results of operations.

Historically, net sales and diluted earnings per share in the first fiscal quarter have typically been the lowest of our four quarters.

Historically, net sales and profitability in the first fiscal quarter have typically been the lowest of our four quarters.

Quantitative and Qua litative Disclosures About Market Risk

There have been no significant changes in market risk from those addressed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 during the nine months ended March 31, 2025.

There have been no significant changes in market risk from those addressed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, during the three months ended September 30, 2025.

See the information set forth in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

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Evaluation of Disclosure Controls and Procedures

Our Interim Chief Executive Officer (“Interim CEO”) and Chief Financial Officer (“CFO”), with the assistance of other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our Interim CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Based on this review, our Interim CEO and CFO have concluded that the disclosure controls and procedures for the Company were effective as of March 31, 2025.

Our Interim Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), with the assistance of other members of management, have performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based on this evaluation, our CEO and CFO have concluded that, as of September 30, 2025, the Company’s disclosure controls and procedures were not effective due to the material weakness identified and described in Item 9A of our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Notwithstanding the material weakness, and based on the additional analyses and other procedures to ensure that our consolidated financial statements were prepared in accordance with U.S.

GAAP, our management believes that the consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows as of the dates, and for the periods presented, in conformity with U.S.

Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting

The Company is in the process of improving its policies and procedures relating to the design and operating effectiveness of controls to review on a timely basis and in sufficient detail the projected financial information and certain key assumptions and underlying calculations used in goodwill and indefinite-lived intangible asset quantitative impairment tests.

Management is taking actions to implement new or enhance existing controls and procedures to ensure proper and timely review of business activities impacting the projected financial information and certain key assumptions and underlying calculations used in preparing goodwill and indefinite-lived intangible asset quantitative impairment tests.

The material weaknesses will be considered remediated when the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

We anticipate that the remediation will occur by the end

of fiscal 2026.

We continue to monitor the design and operation of these remedial measures through the date of this report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the three months ended March 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the actions taken under “Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting” discussed above, there were no changes in our internal controls over financial reporting that occurred during the three months ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

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 2. Management’s Discussion and Analysis