What changed in this filing

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Item 1. Financial Statements

2026-02-09 compared with 2025-11-07 · 335 added, 189 removed, 592 unchanged (47% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

September 30, 2025 AND JUNE 30, 2025

December 31, 2025 AND JUNE 30, 2025

(In thousands, except par values)

September 30,

Current assets:

27 unchanged sentences

Additional paid-in capital

Retained earnings

Retained (deficit) earnings

Accumulated other comprehensive loss

6 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED September 30, 2025 AND 2024

FOR THE THREE AND SIX MONTHS ENDED December 31, 2025 AND 2024

(In thousands, except per share amounts)

Three Months Ended September 30,

Three Months Ended December 31,

Six Months Ended December 31,

Cost of sales

Selling, general and administrative expenses

Goodwill impairment

Intangibles and long-lived asset impairment

Productivity and transformation costs

Amortization of acquired intangible assets

Long-lived asset impairment

Operating (loss) income

Proceeds from insurance claim

Operating loss

Interest and other financing expense, net

1 unchanged sentence

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

(Benefit) provision for income taxes

Provision for income taxes

Equity in net loss of equity-method investees

4 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED )

FOR THE THREE MONTHS ENDED September 30, 2025 AND 2024

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED )

FOR THE THREE AND SIX MONTHS ENDED December 31, 2025 AND 2024

(In thousands)

Three Months Ended

September 30, 2025

September 30, 2024

December 31, 2025

December 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

Six Months Ended

December 31, 2025

December 31, 2024

Other comprehensive (loss) income:

1 unchanged sentence

Change in deferred losses on cash flow hedging instruments

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

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

Change in deferred gains on net investment hedging instruments

Total other comprehensive loss

Total comprehensive loss

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE MONTHS ENDED September 30, 2025

FOR THE THREE AND SIX MONTHS ENDED December 31, 2025

(In thousands, except par values)

1 unchanged sentence

Comprehensive

(Deficit) Earnings

Balance at June 30, 2025

4 unchanged sentences

Balance at September 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 December 31, 2025

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2024

(In thousands, except par values)

7 unchanged sentences

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

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

FOR THE SIX MONTHS ENDED December 31, 2025 AND 2024

(In thousands)

Three Months Ended September 30,

Six Months Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES

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

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

Depreciation and amortization

2 unchanged sentences

Stock-based compensation, net

Long-lived asset impairment

Goodwill impairment

Intangibles and long-lived asset impairment

(Gain) loss on sale of assets

5 unchanged sentences

Accounts payable and accrued expenses

Net cash used in operating activities

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

1 unchanged sentence

Proceeds from sale of assets

Investments and joint ventures, net

Net cash (used in) provided by investing activities

5 unchanged sentences

Employee shares withheld for taxes

Net cash provided by (used in) financing activities

Net cash used in financing activities

Effect of exchange rate changes on cash

Net (decrease) increase in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

16 unchanged sentences

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.

As part of this review, on January 30, 2026, the Company entered into a definitive agreement to sell its North American Snacks business, including Garden Veggie Snacks, Terra ® chips and Garden of Eatin’ ® snacks as well as certain private label products (the “North American Snacks Business”) for $ 115,000 in cash, subject to a customary inventory adjustment (the “Transaction”).

The Company will use the net proceeds from the Transaction to pay down debt.

The Transaction, which is expected to close in February 2026, represents an important first step in the Company’s broader strategic review, as it will reduce leverage while enabling the Company to focus on a more concentrated portfolio of core assets to drive growth.

See Note 19, Subsequent Event.

Further, 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

3 unchanged sentences

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 generally accepted accounting principles in the United States (“U.S.

The Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted 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.

3 unchanged sentences

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

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

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

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.

All dollar amounts in the unaudited consolidated financial statements, notes and tables have been rounded to the nearest thousands, except par values and per share amounts, unless otherwise indicated.

Going Concern and Management’s Plan

As of December 31, 2025, the Company had $ 705,800 of debt obligations maturing on December 22, 2026 , consisting of $ 454,000 of loans outstanding under the Revolver and $ 251,800 of Term Loans (each as defined in Note 10, Debt and Borrowings ).

As of December 31, 2025, the Company had cash of $ 68,017 and available liquidity of $ 143,651 , subject to compliance with financial covenants, and the Company was in compliance with all associated covenants under its Credit Agreement (see Note 10, Debt and Borrowings ).

In addition, on January 2, 2026, the Company received $ 25,900 of proceeds from an insurance claim (see Note 18, Segment Information ), which it used to repay loans outstanding under the Revolver, further reducing the Company’s future debt obligations.

As discussed above, the Company announced that its Board of Directors commenced a strategic review of the Company’s business and capital structure, in part to evaluate options to improve liquidity and reduce leverage.

As part of this review, on January 30, 2026, the Company entered into a definitive agreement to sell its North American Snacks Business for $ 115,000 , the net proceeds of which will be used to repay a portion of the Term Loans.

The Company and the Board of Directors remain focused on completing the strategic review and taking decisive actions to strengthen the Company’s financial flexibility, improve performance and address the upcoming debt maturity under the Credit Agreement.

These actions include a continued review of the Company’s portfolio and the pursuit of further asset sales to refine the Company’s operating model with a focus on categories and platforms in key markets.

In addition, management is executing targeted inventory and other working capital optimization initiatives designed to improve the Company’s cash conversion and enhance liquidity.

The Company also continues to have active engagement with its lenders, assess opportunities to refinance the Company’s debt or extend the maturity under the Credit Agreement, and evaluate potential capital raising or other strategic transactions.

The Company believes that the successful execution of these plans will enable the Company to refinance and/or retire the existing debt prior to its maturity or extend the maturity date under the Credit Agreement.

However, Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements - Going Concern” requires that management not conclude that such an outcome is “probable” if, among other factors, the outcome is not within the control of the Company.

Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern for at least one year following the date of issuance of these financial statements due to the uncertainty regarding the Company’s ability to refinance or repay its debt due on December 22, 2026 because no such refinancing, retirement or extension has occurred prior to the issuance of the financial statements.

The Company’s ability to continue as a going concern remains subject to successful execution of its strategic plan and securing additional financing, if needed.

If the Company is unable to execute its plans to generate sufficient liquidity, it may not have adequate resources to repay or refinance its debt, which would have a material adverse effect on the Company’s financial position and results of operations.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and no adjustments have been made to the financial statements to reflect the possibility of the Company’s inability to meet its debt obligations or continue as a going concern.

Significant Accounting Policies

6 unchanged sentences

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 $ 73,689 and $ 56,959 during the three months ended September 30, 2025 and 2024, respectively.

The principal amount of receivables sold unde r these arrangements was $ 137,078 and $ 137,117 during the six months ended December 31, 2025 and 2024, respectively.

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

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

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

Recently Adopted Accounting Pronouncements

1 unchanged sentence

Recently Issued Accounting Pronouncements Not Yet Adopted

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)”.

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-12 “Codification Improvements” to address suggestions received from stakeholders on the ASC and to make other incremental improvements to U.S.

The update represents changes that clarify, correct errors in or make other minor improvements to a broad range of topics that is intended to make it easier to understand and apply, including ASC 260, “Earnings Per Share”, ASC 325, “Investments – Other”, and ASC 958, “Not-for-Profit Entities”.

The guidance is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, with early adoption permitted.

Entities are required to apply the amendments to ASC 260 retrospectively.

All other amendments may be applied prospectively or retrospectively.

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

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270):

Narrow-Scope Improvements” (“ASU 2025-11”).

ASU 2025-11 clarifies and improves existing interim reporting guidance by consolidating disclosure requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events and changes occurring after the most recent annual reporting period that are expected to have a material effect on the entity’s financial condition or results of operations.

The ASU does not introduce significant changes to recognition or measurement guidance.

The amendments are effective for interim reporting periods within annual reporting periods 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.

On November 25, 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements” (“ASU 2025-09”).

ASU 2025-09 clarifies the application of previous hedge accounting guidance and addresses emerging issues identified by stakeholders, including those related to reference rate reform.

The main amendments relate to cash flow hedging, but some of the amendments affect certain fair value and net investment hedges.

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 September 2025, the FASB issued 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 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 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.

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 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.

11 unchanged sentences

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

Three Months Ended September 30,

Three Months Ended December 31,

Six Months Ended December 31,

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 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.

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

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

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

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

ASSETS AND LIABILITIES HELD FOR SALE

3 unchanged sentences

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,

The Company anticipates that it will sell or dispose of these assets within 12 months.

During the six months ended December 31, 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 $ 900 reduction to the allowance for assets held for sale, reducing the balance to $ 25,918 .

During the three months ended December 31, 2025, the Company substantially completed the exit of the Yves Veggie Cuisine ® plant-based business in Canada (“Yves”) and accordingly classified its remaining property, plant and equipment, net, with a remaining carrying value of $ 2,650 as held for sale.

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

June 30, 2025

11 unchanged sentences

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

The divestiture is consistent with the Company’s portfolio simplification process.

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

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.

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

Inventories consisted of the following:

September 30, 2025

December 31, 2025

June 30, 2025

3 unchanged sentences

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

September 30, 2025

December 31, 2025

June 30, 2025

6 unchanged sentences

Accumulated depreciation

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

Depreciation expense for the three months ended December 31, 2025 and 2024 was $ 8,098 and $ 8,038 , respectively.

Depreciation expense for the six months ended December 31, 2025 and 2024 was $ 19,542 and $ 15,948 , respectively.

As of December 31, 2025, the Company reclassified $ 2,650 of property, plant and equipment, net related to Yves as held for sale (see Note 4, Assets and Liabilities Held For Sale ).

During the three and six months ended December 31, 2024, the Company recognized a non-cash impairment charge of $ 2,254 related to certain PC production assets included in the North America reportable segment, to reduce the carrying value of such long-lived assets to their estimated fair value.

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

During the three and six months ended December 31, 2024, the Company recognized a $ 1,700 pretax gain on the sale of assets related to its former Bell, CA production facility, which was included as a component of other (income) expense, net on the consolidated statement of operations.

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

2 unchanged sentences

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

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

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

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

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

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

Three Months Ended

September 30, 2025

September 30, 2024

Six Months Ended

December 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

Operating lease expenses

7 unchanged sentences

Balance as of June 30, 2025 (1)

Balance as of September 30, 2025

Impairment charge

Balance as of December 31, 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.

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.

As of December 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 continued decline in the projected performance and cash flows of the U.S.

reporting unit, and in connection with the pending agreement to sell its North American Snacks Business, the Company completed an interim quantitative impairment test of goodwill.

As a result of the recognition of an intangible asset impairment

charge within the United Kingdom (“U.K.”) reporting unit in the International reportable segment and a continued decline in the projected performance and cash flows of the U.K.

reporting unit, the Company also completed an interim quantitative impairment test of goodwill.

For the 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 each 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.

In performing the quantitative tests for the U.S.

and U.K., the fair values were estimated using the Discounted Cash Flow (“DCF”) method income approach as such method was determined to be more representative of future performance from a market participant point of view.

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

reporting unit’s carrying amount exceeded its estimated fair value of $ 459,000 , resulting in the recognition of a non-cash impairment charge of $ 38,495 to reduce the carrying value of the U.S.

reporting unit goodwill to $ 273,826 .

As of December 31, 2025, the U.K.

reporting unit’s carrying amount exceeded its estimated fair value of $ 270,525 , resulting in the recognition of a non-cash impairment charge of $ 81,413 to reduce the carrying value of the U.K.

reporting unit goodwill to $ 32,331 .

reporting unit’s impairment charge reflected the sales volume decline that the Company continued to experience.

The discount rate in both quantitative tests also reflected an increase in the small stock premium related to a decline in the Company’s market capitalization.

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.

reporting units remains 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.

During the three months ended December 31, 2024, the Company recognized a non-cash impairment charge of $ 91,267 to reduce the carrying value of the U.S.

reporting unit goodwill to its estimated fair value.

Other Intangible Assets

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

September 30, 2025

December 31, 2025

June 30, 2025

6 unchanged sentences

Net other intangible assets

(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.

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

(1) The gross carrying value of trademarks and tradenames is reflected net of accumulated impairment charges of $ 287,969 and $ 275,990 as of December 31, 2025 and June 30, 2025, respectively.

(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 December 31, 2025 and June 30, 2025.

During the three months ended December 31, 2025, as a result of a continued decline in net sales driven by industry-wide volume softness for purees within the U.K., the Company conducted an interim quantitative impairment test for its Ella’s Kitchen ® baby and kids foods indefinite-lived tradename.

The Company concluded that the indefinite-lived intangible asset estimated fair value exceeded its carrying amount by 12.8 %.

The intangible asset is part of the International reportable segment and had a carrying value of $ 35,801 as of December 31, 2025.

During the three months ended December 31, 2025, as a result of continued decline in net sales, the Company conducted an interim quantitative impairment test for the Hartley’s ® jelly indefinite-lived tradename.

The Company concluded that the indefinite-lived tradename carrying amount exceeded it s estimated fair value.

During the three months ended December 31, 2025, the Company recorded a non-cash impairment charge of $ 11,917 which was recorded within intangibles and long-lived asset impairment on the consolidated statement of operations.

The Hartley’s ® jelly indefinite-lived intangible asset is part of the International reportable segment and had a remaining carrying value of $ 37,685 as of December 31, 2025.

The Ella’s Kitchen ® baby and kids foods, Hartley’s ® jelly, Sensible Portions ® , and Spectrum ® indefinite-lived tradenames remain at risk of impairment in future periods in the event of unfavorable changes in assumptions, including forecasted future cash flows based on execution of strategic initiatives for increasing revenue, as well as discount rates and other macroeconomic factors.

The Sensible Portions ® and Spectrum ® intangible assets, which were quantitatively tested in the prior year, are part of the North America reportable segment and have remaining carrying value of $ 8,000 and $ 11,800 , respectively, as of December 31, 2025.

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

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

The weighted average remaining amortization period of amortized intangible assets is 7.7 years.

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

Three Months Ended September 30,

Three Months Ended December 31,

Six Months Ended December 31,

Amortization of acquired intangibles

1 unchanged sentence

Debt and borrowings consisted of the following:

September 30, 2025

December 31, 2025

June 30, 2025

1 unchanged sentence

Unamortized issuance costs

Other borrowings (1)

Short-term borrowings and current portion of long-term debt (2)

Long-term debt, less current portion

(1) Includes $ 568 (June 30, 2025:

$ 615 ) of finance lease obligations.

Finance lease obligations

Current debt and finance lease obligations (1)

Long-term debt and finance lease obligations, less current portion

(1) Includes $ 137 (June 30, 2025:

5 unchanged sentences

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

The Company’s obligations under the Credit Agreement are guaranteed by certain existing and future domestic subsidiaries of the Company and are secured by liens on assets of the Company and its material domestic subsidiaries, including the equity interest in each of their direct subsidiaries and intellectual property, subject to agreed-upon exceptions.

domestic subsidiaries, including the equity interest in each of their direct subsidiaries and intellectual property, subject to agreed-upon exceptions.

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

16 unchanged sentences

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 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.

Excluding the impa ct of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at December 31, 2025 was 8.26 %.

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

As of December 31, 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 December 31, 2 025 was 7.71 %.

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

As of December 31, 2025, there were $ 454,000 of loans under the Revolver, $ 251,800 of Term Loans, and $ 2,349 of letters of credit outstanding under the Credit Agreement.

As of December 31, 2025, the Company had $ 705,800 of debt obligations maturing on December 22, 2026 .

See Note 2, Basis of Presentation, for management’s going concern assessment and plan.

of December 31, 2025 and June 30, 2025, $ 143,651 and $ 246,725 , respectively, was available under the Credit Agreement, subject to compliance with the financial covenants.

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

Credit Agreement Issuance Costs

2 unchanged sentences

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.

Interest paid during the three and si x months ended December 31, 2025 was $ 14,245 and $ 27,847 , res pectively.

Interest paid during the three and six months ended December 31, 2024 was $ 11,828 and $ 24,283 , 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 has been the case for certain jurisdictions for the quarter ended September 30, 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 it has done for certain jurisdictions for the quarter ended December 31, 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 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.

The effective income tax rate was an expense of 2.1 % and 2.7 % for the three months ended December 31, 2025 and 2024, respectively.

The effective income tax rate was an expense of 0.8 % and 5.4 % for the six months ended December 31, 2025 and 2024, respectively.

The effective income tax rates for the three and six months ended December 31, 2025 and December 31, 2024 were impacted by the geographical mix of earnings and state income taxes.

The effective income tax rate for the three and six months ended December 31, 2025 was also impacted by the recognition of a receivable associated with a Representation & Warranty (“R&W”) insurance claim related to a prior acquisition, impairment of goodwill and movement in both federal and state valuation allowances.

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

ACCUMULATED OTHER COMPREHENSIVE LOSS

1 unchanged sentence

(Losses) Gains on

Deferred (Losses) Gains on

(Losses) Gains on

4 unchanged sentences

Balance at September 30, 2024

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

Balance at June 30, 2025

3 unchanged sentences

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.

Other comprehensive income before reclassifications

Amounts reclassified into income

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

Balance at December 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 six months ended December 31, 2025 and 2024.

STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS

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

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

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

Inducement Award Program.

The Company’s long-term incentive program (“LTIP”) is described in Note 14, Stock-Based Compensation and Incentive Performance Plans , in the Notes to the Consolidated Financial Statements in the Form 10-K.

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

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

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 (expense) benefit recognized in the consolidated statements of operations for stock-based compensation plans were as follows:

Three Months Ended September 30,

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

Three Months Ended December 31,

Six Months Ended December 31,

Selling, general and administrative expense

1 unchanged sentence

Cash-settled awards

Total selling, general and administrative expense

Related income tax (expense) benefit

Total selling, general and administrative expenses

Related income tax 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 September 30, 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 December 31, 2025 generally provide for vesting at 0 % to 100 %, 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 three months ended September 30, 2025 is as follows:

A summary of all stock-based award activity for the six months ended December 31, 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 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

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

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

Six Months Ended December 31,

Fair value of RSUs and PSUs granted

Fair value of shares vested

Tax benefit recognized from restricted shares vesting

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.

At December 31, 2025, there wa s $ 9,932 o f unrecognized stock-based compensation expense related to non-vested stock-based awards, which is expected to be recognized over a weighted average period of 1.29 years.

Cash-Settled Award Activity

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Service-based cash awards generally provide for vesting in equal annual installments over a period of three years, with different vesting periods in certain cases.

For cash awards tied to minimum market conditions or performance goals, award amounts are stated at target levels with vesting at 0 % to 150 % of the target level depending on conditions or performance.

For cash awards tied to minimum market conditions or performance goals, award amounts are stated at target levels with vesting at 0 % to 100 % or 150 % of the target level depending on conditions or performance.

Cash-based awards are issued at no cost to the recipient.

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 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 .

The performance-based cash-settled award liability at December 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 $ 171 at December 31, 2025, all of which is classified as a liability and reported in accrued expenses and other current liabilities.

During the six months ended December 31, 2025, the estimated fair value of granted cash-settled awards was $ 3,362 .

For the reporting period, the Company recognized a forfeiture adjustment of $ 564 .

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.

At December 31, 2025, there was $ 4,724 of unrecognized cash-based compensation expense related to non-vested awards, which is expected to be recognized over a weighted average period of 2.60 years.

In connection with her appointment as Interim President and Chief Executive Officer, Alison Lewis received a one-time grant of 621 RSUs on May 7, 2025.

On December 15, 2025, upon her appointment as President and Chief Executive Officer, she vested in a prorated portion of that grant, resulting in the vesting of 378 shares of common stock and the residual awards were forfeited.

On December 15, 2025, Ms.

Lewis received a grant under the LTIP for a total of 2,150 share units comprising 1,500 PSUs and 650 RSUs which represent the total three-year long-term incentive opportunity that would have been granted under the fiscal year 2026 – 2028 LTIP.

The PSUs will vest upon the achievement of pre-established stock price targets while she is employed as follows:

• 375 shares if the 30 -trading day average stock price equals or exceeds $ 3.00

• 375 shares if the 30 -trading day average stock price equals or exceeds $ 5.00

• 375 shares if the 30 -trading day average stock price equals or exceeds $ 7.00

• 375 shares if the 30 -trading day average stock price equals or exceeds $ 9.00

The RSUs will vest one-third each year on the anniversary of the start date, subject to her continued employment.

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 September 30, 2025:

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

Derivative financial instruments

3 unchanged sentences

Derivative financial instruments

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

There were no transfers of financial instruments between the three levels of fair value hierarchy during the six months ended December 31, 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 discounted cash flow (“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 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.

2 unchanged sentences

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

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

Nonrecurring Fair Value Measurements

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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 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.

Fair value measurements for reporting units where goodwill resides are estimated using the Discounted Cash Flow (“DCF”) method income 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.

1 unchanged sentence

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

During the three and six months ended December 31, 2025, the Company recorded non-cash impairment charges of $ 38,495 and $ 81,413 , related to the goodwill of the U.S.

reporting units, respectively, as discussed in Note 9, Goodwill and Other Intangible Assets .

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

reporting units goodwill balances were each classified as a Level 3 asset measured at fair value on a nonrecurring basis with an estimated fair value of $ 459,000 and $ 270,525 , respectively.

During the three and six months ended December 31, 2025, the Company conducted an interim quantitative impairment test for its Ella’s Kitchen ® baby and kids foods and Hartley’s ® jelly indefinite-lived tradenames and recorded a non-cash impairment charge of $ 11,917 for Hartley’s ® jelly indefinite-lived tradename, as discussed in Note 9, Goodwill and Other Intangible Assets .

The fair value was determined using the relief from royalty approach, considering factors like future growth, royalty rates, discount rates, and other variables.

As of December 31, 2025, such intangible assets were classified as Level 3 assets measured at fair value on a nonrecurring basis with estimated fair value of $ 35,801 and $ 37,685 , respectively.

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

reporting unit goodwill, as discussed in Note 9, Goodwill and Other Intangible Assets .

As of December 31, 2024, such goodwill was classified as a Level 3 asset measured at fair value on a nonrecurring basis.

During the three and six months ended December 31, 2024, the Company recorded non-cash impairment charges of $ 17,986 for personal care intangible assets and associated property, plant and equipment as discussed in Note 7, Property and Equipment, Net , and Note 9, Goodwill and Other Intangible Assets .

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

DERIVATIVES AND HEDGING ACTIVITIES

14 unchanged sentences

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

During the three months ended September 30, 2025 and 2024, such derivatives were used to hedge the variable cash flows associated with existing variable rate debt.

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

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

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.

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.

During the next 12 months, the Company estimates that an additional $ 1,435 will be reclassified as a decrease to interest expense.

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:

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

Interest Rate Derivative

6 unchanged sentences

The Company designates these derivatives as cash flow hedges of foreign exchange risks.

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 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:

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 subsequently 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 transactio n.

During the next 12 months, the Company estimates that an additional $ 11 relating to the foreign currency forward contracts will be reclassified to interest expense.

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

Foreign Currency Derivative

12 unchanged sentences

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

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

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

Foreign Currency Derivative

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 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:

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

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

Foreign Currency Derivative

3 unchanged sentences

Cross-currency swap

As of 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:

As of December 31, 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

September 30, 2025

December 31, 2025

June 30, 2025

September 30, 2025

December 31, 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 September 30, 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 December 31, 2025:

Asset Derivatives

6 unchanged sentences

Accrued expenses and other current liabilities

Interest rate swaps

Other noncurrent assets

Other noncurrent liabilities

Cross-currency swaps

1 unchanged sentence

Accrued expenses and other current liabilities

Cross-currency swaps

Other noncurrent assets

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

21 unchanged sentences

Total derivatives designated as hedging instruments

The following table presents the pre-tax effect of the Company’s cash flow hedges, net investment hedges, and fair value hedges on AOCL for the three months ended September 30, 2025 and 2024:

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

Amount of Gain (Loss) Recognized in AOCL on Derivatives

Three Months Ended

September 30,

Three Months Ended December 31,

Six Months Ended December 31,

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 months ended September 30, 2025 and 2024:

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

Three Months Ended

September 30,

Three Months Ended December 31,

Six Months Ended December 31,

Derivatives in cash flow hedging relationships:

1 unchanged sentence

Interest rate swaps

Cross-currency swaps

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 AOCL into income for the three months ended September 30, 2025 and 2024 was $ 111 and $ 123 , respectively.

The amount of gain, excluded from effectiveness testing, reclassified from A OCL into income for the three months ended December 31, 2025 and 2024 was $ 111 and $ 123 , respectively.

The amount of gain, excluded from effectiveness testing, which was reclassified from AOCL into income for the six months ended December 31, 2025 and 2024 was $ 222 and $ 247 , respectively.

Non-Designated Hedges

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements and/or the Company has not elected to apply hedge accounting.

Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.

During the three and six months ended December 31, 2025, the Company entered into auto-cancellable Target Redemption Forward (“TARF”) contracts to buy up to € 13,800 , as part of its strategy to manage exposure to certain Euro-denominated liabilities across 13 defined bi-weekly fixed ranges over a six-month period from January 2026 to June 2026.

During the three months ended December 31, 2025, the Company recorded a loss of $ 68 on such TARF contracts, which is included in other (income) expense, net in the consolidated statements of operations.

Asset Derivatives

Liability Derivatives

Balance Sheet

Derivatives not designated as hedging instruments:

Target Redemption Forward

Prepaid expenses and other current assets

Accrued expenses and other current liabilities

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 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

September 30, 2025

During the first quarter of fiscal year 2024, the Company began a multi‑year restructuring program (the “Restructuring Program”) and incurred charges related to contract terminations, asset write‑downs, employee‑related costs, and other transformation-related expenses.

For the three months ended December 31, 2025, expenses associated with the Restructuring Program in the amount of $ 3,776 were recorded in productivity and transformation costs, on the consolidated statements of operations.

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

For the six months ended December 31, 2025, expenses associated with the Restruc turing Program in the amount of $ 11,995 and $ 5,283 were recorded in productivity and transformation costs and cost of sales, respectively, on the consolidated statements of operations.

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

The table below sets forth expenses associated with the Restructuring Program for the three and six month periods ended December 31, 2025 and December 31, 2024 by reportable segments and Corporate and Other.

Three Months Ended

September 30, 2024

Six Months Ended

December 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

North America

1 unchanged sentence

International

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.

The following table displays the activities and liability balances relating to the Restructuring Program for the period ended as of December 31, 2025.

The Company expects to pay substantially all remaining accrued restructuring costs during the next 12 months and the program is expected to conclude by fiscal year 2027.

Non-cash settlements/

September 30,

Employee-related costs (1)

14 unchanged sentences

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.

The matter is now proceeding in the district court and the Company answered the Second Amended Complaint on January 27, 2026.

Additional Stockholder Class Action and Derivative Complaints Filed in Federal Court

5 unchanged sentences

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.

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.

Following the Second Circuit’s reversal and remand on September 29, 2025, the Parties filed a status update on November 14, 2025 and an initial proposed scheduling order on February 6, 2026.

Baby Food Class Action Litigation

5 unchanged sentences

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

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.

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 is first

proceeding 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.

The Court held Rule 702 hearings during the week of December 8, 2025 and the parties await a decision.

Baby Food California State Court Cases

2 unchanged sentences

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

All but three of the cases are currently stayed.

All but two of the cases are currently stayed.

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

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.

The Court held hearings on the parties’ Sargon and Summary Judgment Motions.

On December 3, 2025, the Court granted defendants’ Motion to Exclude Plaintiff’s Exposure Expert and Defendants’ Motion for Summary Judgment.

The Court entered judgment in defendants’ favor on January 2, 2026.

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

23 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”) asse sses the Company’s performance and allocates resources.

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

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

The 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.

1 unchanged sentence

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.

net interest expense, income taxes, depreciation and amortization, equity in net loss of equity-method investees, stock-based compensation, net, unrealized currency losses (gains), proceeds from insurance claim, 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, impairment of goodwill, intangibles and 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 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 September 30,

Three Months Ended December 31,

Six Months Ended December 31,

North America

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Interest expense, net

Benefit (provision) for income taxes

Provision for income taxes

Stock-based compensation, net

Unrealized currency losses

Certain litigation expenses, net (a)

Unrealized currency (losses) gains

Proceeds from insurance claim (a)

Certain litigation expenses, net (b)

Restructuring activities

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Impairment charges

Long-lived asset impairment

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

Goodwill impairment

Intangibles and long-lived asset impairment

(a) Represents a receivable under the Company’s R&W insurance related to one of our prior acquisitions, which was collected on January 2, 2026.

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

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

Three Months Ended September 30,

Three Months Ended December 31,

Six Months Ended December 31,

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 September 30,

Three Months Ended December 31,

Six Months Ended December 31,

United States

1 unchanged sentence

Western Europe

There has b een no materia l change to Company’s total assets by segment from the amount disclosed in the Form 10-K for the fiscal year ended June 30, 2025.

The Company’s long-lived assets, which represent net property, plant and equipment and operating lease right-of-use assets by geographic area, were as follows:

December 31, 2025

June 30, 2025

United States

United Kingdom

Western Europe

SUBSEQUENT EVENT

On January 30, 2026, the Company entered into an asset purchase agreement with Snackruptors Inc.

(“Snackruptors”), pursuant to which, subject to the terms and conditions set forth therein, Snackruptors has agreed to acquire from the Company its North American Snacks Business for $ 115,000 in cash, subject to a customary inventory adjustment.

Snackruptors is a Canadian-based, family-owned snacks manufacturer.

The Company will use the net cash proceeds from the Transaction (after taxes and transaction costs) to pay down debt.

Consummation of the Transaction is subject to various customary closing conditions and is currently expected to close in February 2026.

At closing, Hain and Snackruptors will enter into a transition services agreement, pursuant to which Hain and Snackruptors will provide certain transition services to each other for a period of time following the closing.

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