1 unchanged sentence
Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements
−Removed: During the three months ended March 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).
−Removed: Third Amendment to Fourth Amended and Restated Credit Agreement
−Removed: On May 5, 2025, the Company entered into the Third Amendment (the “Third Amendment”) to its Fourth Amended and Restated Credit Agreement, dated December 22, 2021 (as amended, the “Credit Agreement”), by and among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent.
−Removed: 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.
−Removed: Following the Third Amendment, loans under the Credit Agreement will bear interest at (a) the Secured Overnight Financing Rate plus a credit spread adjustment of 0.10% plus 3.0% per annum or (b) the Base Rate (as defined in the Credit Agreement) plus 2.0% per annum.
−Removed: The Third Amendment also reduced the size of the revolving credit facility under the Credit Agreement from $800 million to $700 million in the aggregate, with the U.S.
−Removed: revolving credit facility reduced from $440 million to $385 million and the global revolving credit facility reduced from $360 million to $315 million.
+Added: On September 18, 2025 , Carlyn R.
+Added: Taylor , a member of the Company’s Board of Directors , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5 -1(c) under the Securities Exchange Act of 1934, as amended.
+Added: The trading plan provides for the sale of an aggregate of up to 53,957 shares of the Company’s common stock for personal tax planning purposes.
+Added: The plan will terminate on December 31, 2025 , subject to possible early termination for certain specified events set forth in the plan.
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, filed with the SEC on August 26, 2021).
3 unchanged sentences
1 to the Company’s Registration Statement on Form S-4 filed with the SEC on April 24, 2000).
+Added: Second Amendment to The Hain Celestial Group, Inc.
+Added: 2022 Long Term Incentive and Stock Award Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2025).
+Added: Fourth Amendment, dated September 11, 2025, to the Fourth Amended and Restated Credit Agreement,
+Added: dated December 22, 2021, by and among the Company, the Lenders party thereto and Bank of America,
+Added: N.A., as administrative agent (incorporated by reference to Exhibit 10.1.5 to the Company’s Annual Report
+Added: on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on September 15, 2025).
+Added: Separation Agreement, dated August 1, 2025, between the Company and Chad Marquardt (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on September 15, 2025).
Certification of Interim Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
13 unchanged sentences
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.
−Removed: In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
+Added: In particular, any representations and warranties made by us in these agreements or other documents were made
+Added: solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
THE HAIN CELESTIAL GROUP, INC.
+Added: November 7, 2025
/s/ Alison E.
1 unchanged sentence
(Principal Executive Officer)
+Added: November 7, 2025
Chief Financial Officer
(Principal Financial Officer)
+Added: November 7, 2025
/s/ Michael J.
3 unchanged sentences
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.