1 unchanged sentence
Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements
−Removed: On September 18, 2025 , Carlyn R.
−Removed: 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.
−Removed: 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.
−Removed: The plan will terminate on December 31, 2025 , subject to possible early termination for certain specified events set forth in the plan.
+Added: During the three months ended December 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).
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).
4 unchanged sentences
Second Amendment to The Hain Celestial Group, Inc.
−Removed: 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).
−Removed: Fourth Amendment, dated September 11, 2025, to the Fourth Amended and Restated Credit Agreement,
−Removed: dated December 22, 2021, by and among the Company, the Lenders party thereto and Bank of America,
−Removed: N.A., as administrative agent (incorporated by reference to Exhibit 10.1.5 to the Company’s Annual Report
−Removed: on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on September 15, 2025).
−Removed: 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).
−Removed: Certification of Interim Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
+Added: 2022 Long Term Incentive and Stock Award Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2025).
+Added: Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: 2022 Long Term Incentive and Stock Award Plan – 2026-2028 LTIP.
+Added: Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: 2022 Long Term Incentive and Stock Award Plan – 2026-2028 LTIP (Relative Total Shareholder Return).
+Added: Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: 2022 Long Term Incentive and Stock Award Plan – 2026-2028 LTIP (Adjusted EBITDA Margin).
+Added: Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: 2022 Long Term Incentive and Stock Award Plan – 2026-2028 LTIP (Unlevered Free Cash Flow).
+Added: Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: 2022 Long Term Incentive and Stock Award Plan – Non-Employee Director Awards.
+Added: Restricted Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: 2022 Long Term Incentive and Stock Award Plan - Alison E.
+Added: Performance Share Unit Agreement under The Hain Celestial Group, Inc.
+Added: 2022 Long Term Incentive and Stock Award Plan - Alison E.
+Added: Employment Agreement, dated as of December 12, 2025, by and between The Hain Celestial Group, Inc.
+Added: and Alison E.
+Added: Lewis (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2025).
+Added: Change in Control Agreement, dated as of December 12, 2025, by and between The Hain Celestial Group, Inc.
+Added: and Alison E.
+Added: Lewis (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2025).
+Added: Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
−Removed: Certification by Interim Chief Executive Officer pursuant to 18 U.S.C.
+Added: Certification by Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10 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
−Removed: 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 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.
−Removed: November 7, 2025
+Added: February 9, 2026
/s/ Alison E.
−Removed: Interim President and Chief Executive Officer
+Added: President and Chief Executive Officer
(Principal Executive Officer)
−Removed: November 7, 2025
+Added: February 9, 2026
Chief Financial Officer
(Principal Financial Officer)
−Removed: November 7, 2025
+Added: February 9, 2026
/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.