What changed in this filing

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Item 1. Financial Statements

2026-05-11 compared with 2026-02-09 · 276 added, 240 removed, 687 unchanged (43% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

December 31, 2025 AND JUNE 30, 2025

March 31, 2026 AND JUNE 30, 2025

(In thousands, except par values)

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Total liabilities

Commitments and contingencies (Note 17)

Commitments and contingenci es (Note 17)

Stockholders’ equity:

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CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

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

FOR THE THREE AND NINE MONTHS ENDED March 31, 2026 AND 2025

(In thousands, except per share amounts)

Three Months Ended December 31,

Six Months Ended December 31,

Three Months Ended March 31,

Nine Months Ended March 31,

Cost of sales

1 unchanged sentence

Goodwill impairment

Intangibles and long-lived asset impairment

Long-lived asset and intangibles impairment

Productivity and transformation costs

3 unchanged sentences

Interest and other financing expense, net

Other (income) expense, net

Other expense, net

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

Provision for income taxes

Provision (benefit) for income taxes

Equity in net loss of equity-method investees

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED )

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

FOR THE THREE AND NINE MONTHS ENDED March 31, 2026 AND 2025

(In thousands)

Three Months Ended

December 31, 2025

December 31, 2024

Other comprehensive income (loss):

March 31, 2026

March 31, 2025

Other comprehensive (loss) income:

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)

Change in deferred gains (losses) on cash flow hedging instruments

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

Change in deferred gains (losses) on net investment hedging instruments

Total other comprehensive (loss) income

Total comprehensive loss

Six Months Ended

December 31, 2025

December 31, 2024

Nine Months Ended

March 31, 2026

March 31, 2025

Other comprehensive (loss) income:

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Change in deferred gains on net investment hedging instruments

Total other comprehensive loss

Total other comprehensive (loss) income

Total comprehensive loss

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CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED December 31, 2025

FOR THE THREE AND NINE MONTHS ENDED March 31, 2026

(In thousands, except par values)

1 unchanged sentence

Comprehensive

(Deficit) Earnings

Balance at June 30, 2025

9 unchanged sentences

Balance at December 31, 2025

Other comprehensive loss

Stock-based compensation expense

Balance at March 31, 2026

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2024

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2025

(In thousands, except par values)

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Balance at December 31, 2024

Other comprehensive income

Issuance of common stock pursuant to

stock-based compensation plans

Employee shares withheld for taxes

Stock-based compensation expense

Balance at March 31, 2025

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED December 31, 2025 AND 2024

FOR THE NINE MONTHS ENDED MARCH 31, 2026 AND 2025

(In thousands)

Six Months Ended December 31,

Nine Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

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Intangibles and long-lived asset impairment

(Gain) loss on sale of assets

Loss on sale of assets

Other non-cash items, net

(Decrease) increase in cash attributable to changes in operating assets and liabilities:

Increase (decrease) in cash attributable to changes in operating assets and liabilities:

Accounts receivable

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Investments and joint ventures, net

Net cash (used in) provided by investing activities

Proceeds from termination of net investment hedges

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

4 unchanged sentences

Employee shares withheld for taxes

Proceeds from termination of fair value hedge

Net cash used in financing activities

Effect of exchange rate changes on cash

Net increase in cash and cash equivalents

Net decrease in cash and cash equivalents

Cash and cash equivalents at beginning of period

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For more than 30 years, Hain Celestial has intentionally focused on delivering nutrition and well-being that positively impacts today and tomorrow.

Headquartered in Hoboken, N.J., Hain Celestial’s products across snacks, baby & kids, beverages, and meal preparation are marketed and sold in over 70 countries around the world.

Headquartered in Hoboken, N.J., Hain Celestial’s products across beverages, yogurt, baby/kids and meal preparation are marketed and sold in over 70 countries around the world.

The Company operates under two reportable segments:

North America and International.

The Company’s leading brands include Garden Veggie Snacks , Terra ® chips, Garden of Eatin’ ® snacks, Hartley’s ® jelly, Earth’s Best ® Organic and Ella’s Kitchen ® baby and kids foods, Celestial Seasonings ® teas, Joya ® and Natumi ® plant-based beverages, The Greek Gods ® yogurt, Cully & Sully ® , Yorkshire Provender ® , New Covent Garden ® and Imagine ® soups, among others.

The Company’s leading brands include Celestial Seasonings ® teas, The Greek Gods ® yogurt, Earth’s Best ® Organic and Ella’s Kitchen ® baby and kids foods, Joya ® and Natumi ® plant-based beverages, Hartley’s ® jelly, as well as Cully & Sully ® , Yorkshire Provender ® , and New Covent Garden ® soups, among others.

Strategic Review

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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.

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.

As part of this review, on February 27, 2026, the Company completed the sale (the “Transaction”) of 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”) and received $ 111,200 in cash, reflecting the total purchase price of $ 115,000 less the holdback of an estimate for a customary inventory adjustment, which is subject to finalization following the closing.

The Company used the net proceeds of $ 101,100 from the Transaction to pay down debt.

The Transaction represents an important first step in the Company’s broader strategic review, as it reduced leverage while enabling the Company to focus on a more concentrated portfolio of core assets to drive growth.

BASIS OF PRESENTATION

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

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

Operating results for the three and nine months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2026.

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

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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 ).

As of March 31, 2026, the Company had $ 549,825 of debt obligations maturing on December 22, 2026 , consisting of $ 401,000 of loans outstanding under the Revolver and $ 148,825 of Term Loans (each as defined in Note 10, Debt and Borrowings ).

As of March 31, 2026, the Company had cash of $ 44,311 and available liquidity of $ 195,901 , 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.

As part of this review, on February 27, 2026, the Company completed the Transaction to sell its North American Snacks Business and received net proceeds of $ 101,100 , which were used to repay a portion of the Term Loans.

The Company and the Board of Directors remain focused on executing the next phases of 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 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 also continues to have active engagement with its lenders while it evaluates potential 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.

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The Company has non-recourse financing arrangements in which eligible receivables are sold to third-party buyers in exchange for cash.

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 unde r these arrangements was $ 137,078 and $ 137,117 during the six months ended December 31, 2025 and 2024, respectively.

The Company transferred accounts receivable in their entirety to the buyers and satisfied all the conditions to report the transfer of financial assets in their entirety as a sale.

The principal amount of receivables sold under these ar rangements was $ 205,262 and $ 216,002 during the nine months ended March 31, 2026 and 2025, respectively.

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

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

Recently Adopted Accounting Pronouncements

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

Recently Issued Accounting Pronouncements Not Yet Adopted

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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 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.

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

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

The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

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

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

Three Months Ended December 31,

Six Months Ended December 31,

Three Months Ended March 31,

Nine Months Ended March 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 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.

Due to the Company’s net loss in each of the three and nine months ended March 31, 2026 and March 31, 2025, 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 and such conditions had not been achieved during the respective periods .

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.

ASSETS AND LIABILITIES HELD FOR SALE

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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.

During the nine months ended March 31, 2026, the Company recorded a non-cash charge of $ 11,448 to write down the carrying amount of the disposal group to its estimated fair value less cost to dispose, which was reflected within long-lived asset and intangibles impairment on the consolidated statements of operations.

During the nine months ended March 31, 2026, 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 $ 2,589 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:

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Liabilities held for sale

North American Snacks Business

On February 27, 2026, the Company completed the sale of its North American Snacks Business for $ 111,200 in cash, reflecting the total purchase price of $ 115,000 less the holdback of an estimate for a customary inventory adjustment.

During the nine months ended March 31, 2026, the Company deconsolidated the net assets of the North American Snacks Business , primarily consisting of $ 57,082 , $ 55,952 , and $ 29,415 of goodwill, property, plant and equipment, and inventory, respectively, and recognized a pretax loss on sale of $ 50,764 , which was recorded in other expense, net.

The Transaction does not meet the criteria requiring the presentation of the business as a discontinued operation in accordance with U.S.

GAAP and is considered a disposition of a significant business.

The Company continues to maintain its snacks business within the International reportable segment.

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.

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.

During the nine months ended March 31, 2025, the Company deconsolidated the net assets of ParmCrisps ® , primarily consisting of $ 7,280 , $ 6,725 , and $ 1,282 of goodwill, inventory, and machinery and equipment, respectively, and recognized a pretax loss on sale of $ 3,863 recorded in other expense, net.

Inventories consisted of the following:

December 31, 2025

March 31, 2026

June 30, 2025

3 unchanged sentences

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

December 31, 2025

March 31, 2026

June 30, 2025

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Accumulated depreciation

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.

Depreciation expense for the three months ended March 31, 2026 and 2025 was $ 7,280 and $ 8,013 , respectively.

Depreciation expense for the nine months ended March 31, 2026 and 2025 was $ 26,822 and $ 23,961 , res pectively.

As of March 31, 2026, the Company reclassified $ 2,590 of property, plant and equipment, net related to Yves as held for sale (see Note 4, Assets and Liabilities Held for Sale, for details).

During the nine months ended March 31, 2026, the Company completed the divestiture of its North American Snacks Business and deconsolidated its associated property, plant and equipment (see Note 5, Dispositions, for details).

During the nine months ended March 31, 2025, the Company recognized a non-cash impairment charge of $ 2,254 to reduce the carrying value of certain personal care production assets in the North America reportable segment to their estimated fair value.

During the nine months ended March 31, 2025, the Company recognized a $ 1,600 pretax gain on the sale of its former Bell, CA production facility long-lived assets, which was included as a component of other income, 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.

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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 are included in accrued expenses and other current liabilities 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 Company does not have any related party leases, and sublease transactions are de minimis.

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

The components of lease expenses for the three and nine months ended March 31, 2026 and 2025 were as follows:

Three Months Ended

Six Months Ended

December 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

Nine Months Ended

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

Operating lease expenses

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Balance as of June 30, 2025 (1)

Divestiture (2)

Impairment charge

Balance as of December 31, 2025

Balance as of March 31, 2026

(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 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.

(2) During February 2026, the Company completed the divestiture of its North American Snacks Business.

Goodwill of $ 57,082 was ascribed to the divested businesses on a relative fair value basis related to the North America reportable segment.

As of March 31, 2026, 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 the North America and International reportable segments was less than its respective carrying amount, including goodwill.

As a result of a decline in the projected performance and expected future cash flows, the Company completed interim quantitative impairment tests of goodwill for all of its international reporting units:

U.K., Western Europe and Ella’s Kitchen UK.

reporting unit, the Company performed a qualitative evaluation to assess factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill, and concluded that the U.S.

reporting unit’s estimated fair value exceeded its carrying amount.

In performing the quantitative tests for the U.K., Western Europe, and Ella’s Kitchen UK reporting units, the fair values were estimated using a blended approach of the Discounted Cash Flow (“DCF”) method income approach and the Guideline Public Company Methodology (“GPCM”) market approach.

As of March 31, 2026, the U.K.

reporting unit’s carrying amount exceeded its estimated fair value of $ 227,121 , resulting in the recognition of a non-cash impairment charge of $ 31,018 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.

reporting unit goodwill to nil .

reporting unit’s impairment charges reflected a decline in sales volume and further compression in Adjusted EBITDA that the Company continued to experience.

Aggregate goodwill impairment charges associated with the U.K.

reporting units were $ 112,431 and $ 38,495 , respectively for the nine months ended March 31, 2026.

As of March 31, 2026, the estimated fair values of the Western Europe and Ella’s Kitchen UK reporting units exceeded their carrying amounts by 9.4 % and 117.8 %, respectively.

The discount rate in the quantitative tests for the Western Europe and Ella’s Kitchen UK reporting units 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 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.

and Western Europe reporting units remains at risk of potential impairment if the fair values 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.

During the three months ended March 31, 2025, the Company recognized non-cash impairment charges of $ 88,712 and $ 21,539 to reduce the carrying values of the goodwill of the U.S.

and Canada reporting units to their estimated fair values.

Aggregate goodwill impairment charges associated with the U.S.

reporting unit were $ 179,979 for the nine months ended March 31, 2025.

Other Intangible Assets

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

December 31, 2025

March 31, 2026

June 30, 2025

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Net other intangible assets

(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.

(1) The gross carrying value of trademarks and tradenames is reflected net of $ 290,260 and $ 275,990 of a ccumulated impairment charges as of March 31, 2026 and June 30, 2025, respectively.

Effective April 1, 2026, as part of its annual impairment testing and in connection with the strategic review, the Company elected to change the useful life of its remaining intangible assets from indefinite to definite.

(2) The reduction in carrying value of other intangible assets as of March 31, 2026 reflected accumulated non-cash impairment charges of $ 30,326 as of each of March 31, 2026 and June 30, 2025.

(3) During the three months ended March 31, 2026, the useful life for certain tradenames (namely, Ella’s Kitchen ® baby and kids foods, Hartley’s ® Jelly and Spectrum ® culinary oils, vinegars and condiments) were reclassified from indefinite to definite-lived.

The carrying value of such intangible assets as of March 31, 2026 was $ 81,333 .

During the three months ended March 31, 2026, as a result of a continued decline in actual and projected net sales driven by challenges related to regaining Earth’s Best ® formula distribution, the Company conducted an interim quantitative impairment test for its Earth’s Best ® Organic indefinite-lived tradename.

The Company concluded that the indefinite-lived intangible asset carrying amount exceeded it s estimated fair value and recorded a non-cash impairment charge of $ 2,038 during the three months ended March 31, 2026, which was recorded within long-lived asset and intangibles impairment on the consolidated statement of operations.

The Earth’s Best ® indefinite-lived tradename is part of the North America reportable segment and had a remaining carrying value of $ 20,000 as of March 31, 2026.

During the three months ended March 31, 2026, as a result of a decline in projected net sales driven by shifting consumer behavior towards private label soup, the Company conducted an interim quantitative impairment test for its soup indefinite-lived tradenames (Cully & Sully ® , Yorkshire Provender ® , and New Covent Garden ® soups) .

The Company concluded that the estimated fair value exceeded the carrying amount by 8.0 %.

The soup indefinite-lived intangible assets are part of the International reportable segment and had a remaining aggregate carrying value of $ 23,229 as of March 31, 2026.

During the nine months ended March 31, 2026, the Company conducted an interim quantitative impairment test for its Ella’s Kitchen ® baby and kids foods and Hartley’s ® jelly tradenames and recorded a non-cash impairment charge of $ 11,917 for Hartley’s ® jelly indefinite-lived tradename.

The estimated fair value of the Ella’s Kitchen ® tradename exceeded its carrying amount by 12.8 %.

These tradenames were subsequently reclassified to definite-lived and ascribed a useful life of 10 years .

Such tradenames are part of the International reportable segment and have remaining carrying values of $ 34,246 and $ 37,336 , respectively, as of March 31, 2026.

During the nine months ended March 31, 2025, the Company recorded a non-cash impairment charge of $ 15,733 within its North America reportable segment related to its personal care intangible assets, primarily Avalon Organics ® , JASON ® , and Live Clean ® trademarks and tradenames.

The assets are part of the North America reportable segment.

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

The weighted average remaining amortization period of amortized intangible as sets is 9.2 years.

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

Three Months Ended December 31,

Six Months Ended December 31,

Three Months Ended March 31,

Nine Months Ended March 31,

Amortization of acquired intangibles

1 unchanged sentence

Debt and borrowings consisted of the following:

December 31, 2025

March 31, 2026

June 30, 2025

5 unchanged sentences

(1) Includes $ 83 (June 30, 2025:

$ 153 ) of short-term finance lease obligations.

$ 153 ) of finance lease obligations.

Amended and Restated Credit Agreement

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

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

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.

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.

1 unchanged sentence

Pursuant to the Second Amendment, the Company’s maximum consolidated secured leverage ratio was amended to be 5.00 :1.00 until September 30, 2023, 5.25 :1.00 until December 31, 2023, 5.00 :1.00 until December 31, 2024, and 4.25 :1.00 thereafter.

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

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

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

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

From the date of the Second Amendment until the date of the Third Amendment, loans under the Credit Agreement bore interest at (a) the Secured Overnight Financing Rate plus a credit spread adjustment of 0.10 % (“Term SOFR”) plus 2.5 % per annum or (b) the Base Rate (as defined in the Credit Agreement) plus 1.5 % per annum.

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

Excluding the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at March 31, 2026 was 7.74 %.

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 .

As of March 31, 2026, 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 March 31, 2026 was 7.41 %.

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

As of March 31, 2026, there were $ 401,000 of loans under the Revolver, $ 148,825 of Term Loans, and $ 3,099 of letters of credit outstanding under the Credit Agreement.

As of March 31, 2026, the Company had $ 549,825 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.

As of March 31, 2026 and June 30, 2025, $ 195,901 and $ 246,725 , respectively, was available under the Credit Agreement, subject to compliance with the financial covenants.

As of March 31, 2026, the Company was in compliance with all associated covenants.

Credit Agreement Issuance Costs

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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 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.

During the three months ended March 31, 2026, in connection with the $ 101,100 repayment of the Term Lo ans, $ 542 of pre viously capitalized deferred costs were written off.

Interest paid during the three and nine months ended March 31, 2026 was $ 11,962 and $ 39,809 , respectively.

Interest paid during the three and nine months ended March 31, 2025 was $ 10,732 and $ 35,014 , respectively.

In general, the Company uses an estimated annual effective tax rate, which is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes.

However, to the extent that application of the estimated annual effective tax rate is not representative of the quarterly portion of actual tax expense expected to be recorded for the year in a jurisdiction, the Company determines the provision for income taxes based on actual year-to-date income (loss) which it has done for certain jurisdictions for the quarter ended 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 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.

The Company continued to record a valuation allowance on deferred tax assets in the U.S.

and certain other jurisdictions due to the combination of its history of pretax losses and its inability to carry back tax losses or credits.

The effective income tax rate was an expense of 0.7 % and a benefit of 0.4 % for the three months ended March 31, 2026 and 2025, respectively.

The effective income tax rate was an expense of 0.8 % and 2.3 % for the nine months ended March 31, 2026 and 2025, respectively.

The effective income tax rate for the three months ended March 31, 2026 was impacted by the geographical mix of earnings, state income taxes, impairment of goodwill and intangibles and the sale of the North American Snacks Business, as well as movement in both federal and state valuation allowances.

The effective income tax rate for the nine months ended March 31, 2026 was also impacted by a Representation & Warranty (“R&W”) insurance payout related to a prior acquisition.

The effective income tax rates for the three and nine months ended March 31, 2025 were impacted by the impairment of goodwill and personal care intangibles and movement in both federal and state valuation allowances.

ACCUMULATED OTHER COMPREHENSIVE LOSS

12 unchanged sentences

Balance at December 31, 2024

Other comprehensive income (loss) before reclassifications

Amounts reclassified into (income) expense

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

Balance at March 31, 2025

Balance at June 30, 2025

7 unchanged sentences

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.

Other comprehensive (loss) income before reclassifications

Amounts reclassified into income

Net change in accumulated other comprehensive (loss) income for the three months ended March 31, 2026 (1)

Balance at March 31, 2026

STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS

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

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

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

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

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.

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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,

Three Months Ended March 31,

Nine Months Ended March 31,

Selling, general and administrative expense

7 unchanged sentences

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 December 31, 2025 generally provide for vesting at 0 % to 100 %, 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 March 31, 2026 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 six months ended December 31, 2025 is as follows:

A summary of all stock-based award activity for the nine months ended March 31, 2026 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 December 31, 2025

Non-vested RSUs and PSUs outstanding at March 31, 2026

(1) For RSUs and performance-based PSUs, the Company uses the fair market value of the Company’s common stock on the grant date to measure fair value for service-based awards and for market-based PSUs, the Company uses a Monte Carlo simulation model to determine the fair value of those awards granted under the LTIP.

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,

Nine Months Ended March 31,

Fair value of RSUs and PSUs granted

1 unchanged sentence

Tax benefit recognized from restricted shares vesting

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.

At March 31, 2026 , there was $ 7,057 of unrecognized stock-based compensation expense related to non-vested stock-based awards, which is expected to b e recognized over a weighted average period of 0.95 year.

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 100 % or 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 %, 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 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 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.

The performance-based cash-settled award liability at March 31, 2026 was recorded ratably based on the Company's projected achievement at the end of the measurement period.

The cash incentive award liability was $ 542 at March 31, 2026, which is classified as a liability and reported in accrued expenses and other current liabilities.

During the nine months ended March 31, 2026, the estimated fair value of granted cash-settled awards was $ 3,392 .

For the nine months ended March 31, 2026, the Company recognized a forfeiture adjustment of $ 1,036 .

At March 31, 2026, there was $ 3,566 of unrecognized cash-based compensation expense related to non-vested awards, which is expected to be recognized over a weighted average period of 2.26 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.

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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 December 31, 2025:

The following table presents assets and liabilities measured at fair value on a recurring basis as of March 31, 2026:

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 six months ended December 31, 2025 or 2024.

There were no transfers of financial instruments between the three levels of fair value hierarchy during the nine months ended March 31, 2026 or 2025.

Derivative Instruments

5 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 December 31, 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 March 31, 2026 and June 30, 2025 were classified as Level 2.

Nonrecurring Fair Value Measurements

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

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

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

2 unchanged sentences

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 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.

Fair value measurements for reporting units are estimated using a blended analysis of the DCF income approach and GPCM market approach, which involve significant management judgment and Level 3 inputs, such as economic conditions and customer demand.

These measurements are performed at least annually for impairment testing.

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

During the 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.

During the three and nine months ended March 31, 2026, the Company recorded non-cash impairment charges of $ 38,495 and $ 112,431 , respectively, associated with the U.K.

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

As of March 31, 2026, the U.K.

reporting unit goodwill balances was classified as a Level 3 asset measured at fair value on a nonrecurring basis with an estimated fair value of $ 227,121 .

During the nine months ended March 31, 2026, the Company recorded a non-cash impairment charge of $ 38,495 related to goodwill of the U.S.

reporting unit, which was classified as a Level 3 asset based on an estimated fair value of $ 459,000 .

During the three months ended March 31, 2026, the Company conducted an interim quantitative impairment test for its soup (Cully & Sully ® , Yorkshire Provender ® , and New Covent Garden ® soups) and Earth’s Best ® Organic indefinite-lived tradenames.

During the three and nine months ended March 31, 2026, the Company recorded non-cash impairment charges of $ 2,038 for the Earth’s Best ® Organic indefinite-lived tradename, as discussed in Note 9, Goodwill and Other Intangible Assets .

As of March 31, 2025, such intangible assets were classified as Level 3 assets measured at fair value on a nonrecurring basis with estimated fair values of $ 23,229 and $ 20,000 , respectively.

During the nine months ended March 31, 2026, 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 .

As of March 31, 2026, such intangible assets were classified as Level 3 assets measured at fair value on a nonrecurring basis with estimated fair value of $ 34,246 and $ 37,336 , respectively.

During the nine months ended March 31, 2025, the Company recorded aggregate non-cash impairment charges of $ 201,518 related to goodwill within its North America reportable segment as discussed in Note 9, Goodwill and Other Intangible Assets .

DERIVATIVES AND HEDGING ACTIVITIES

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These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency.

The Company enters into derivative financial instruments to protect the value or fix the amount of certain assets and liabilities in terms of its functional currency, the U.S.

The Company enters into derivative financial instruments to protect the value or fix the amount of certain assets and liabilities in terms of its

functional currency, the U.S.

Accordingly, the Company uses derivative financial instruments to manage and mitigate such risks.

4 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 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.

During the three and nine months ended March 31, 2026 and 2025, 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.

1 unchanged sentence

During the next 12 months, the Company estimates that an additional $ 1,842 will be reclassified as a decrease to interest expense.

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:

As of March 31, 2026, 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 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.

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

During the next 12 months, the Company estimates that an additional $ 4 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:

As of March 31, 2026 , the Company had the following outstanding foreign currency derivatives that were used to hedge its foreign exchange risks:

Foreign Currency Derivative

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

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:

During the three months ended March 31, 2025, the Company terminated four EUR-USD cross-currency swaps across various counterparties and received proceeds of $ 2,363 .

The Company simultaneously entered into new, at-market cross currency swaps with the same aggregate notional amount as the previous net investment hedges.

The gain from termination will remain in AOCL until the net investment is sold or substantially liquidated.

As of March 31, 2026, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations:

Foreign Currency Derivative

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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:

During the three months ended March 31, 2025, the Company terminated one EUR-USD cross-currency swap and received proceeds of $ 552 .

The Company simultaneously entered into a new, at-market cross currency swap with the same notional amount as the previous fair value hedge.

A portion of gain was recognized in the consolidated statement of comprehensive loss, and the balance was deferred to AOCL where it will be amortized on a straight-line basis.

As of March 31, 2026, 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 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:

As of March 31, 2026 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

December 31, 2025

March 31, 2026

June 30, 2025

December 31, 2025

March 31, 2026

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 December 31, 2025:

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheet as of March 31, 2026:

Asset Derivatives

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Total derivatives designated as hedging instruments

The following table presents the pre-tax effect of the Company’s cash flow hedges, net investment hedges, and fair value hedges on AOCL for the three and six months ended December 31, 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 nine months ended March 31, 2026 and 2025:

Amount of Gain (Loss) Recognized in AOCL on Derivatives

Three Months Ended December 31,

Six Months Ended December 31,

Three Months Ended March 31,

Nine Months Ended March 31,

Derivatives in cash flow hedging relationships:

5 unchanged sentences

Cross-currency swaps

The following table presents the pre-tax effect of the Company’s cash flow hedges, net investment hedges, and fair value hedges on the consolidated statements of operations, recorded in interest and other financing expense, net, for the three and six months ended December 31, 2025 and 2024:

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

Three Months Ended December 31,

Six Months Ended December 31,

Three Months Ended March 31,

Nine Months Ended March 31,

Derivatives in cash flow hedging relationships:

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

The amount of gain, excluded from effectiveness testing, reclassified from A OCL into income for the three months ended 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.

The amount of gain, excluded from effectiveness testing, reclassified from A OCL into income for the three months ended March 31, 2026 and 2025 was $ 109 and $ 104 , respectively.

The amount of gain, excluded from effectiveness testing, reclassified from AOCL into income for the nine months ended March 31, 2026 and 2025 was $ 331 and $ 351 , respectively.

Non-Designated Hedges

1 unchanged sentence

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.

During the nine months ended March 31, 2026, 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 March 31, 2026, the Company recorded a loss of $ 44 on such TARF contracts, which is included in other expense, net in the consolidated statements of operations.

Asset Derivatives

6 unchanged sentences

Accrued expenses and other current liabilities

TRANSFORMATION PROGRAM

RESTRUCTURING PROGRAM

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.

For the three months ended March 31, 2026, expenses associated with the Restructuring Program in the amount of $ 4,066 , $ 726 and $ 10 were recorded in productivity and transformation costs, cost of sales and long-lived asset and intangibles impairment, respectively, on the consolidated statements of operations.

For the three months ended March 31, 2025, expenses associated with the Restructuring Program in the amount of $ 7,289 and $ 379 were recorded in productivity and transformation costs and cost of sales, respectively, on the consolidated statements of operations.

For the nine months ended March 31, 2026, expenses associated with the Restructuring Program in the amount of $ 16,061 , $ 6,009 and $ 10 were recorded in productivity and transformation costs, cost of sales and long-lived asset and intangibles impairment, respectively, on the consolidated statements of operations.

For the nine months ended March 31, 2025, expenses associated with the Restructuring Program in the amount o f $ 16,497 , $ 2,285 , and $ 1,613 were recorded in productivity and transformation costs, long-lived asset and intangibles impairment, and cost of sales, respectively, on the consolidated statements of operations.

The table below sets forth expenses associated with the Restructuring Program for the three- and nine-month periods ended March 31, 2026 and March 31, 2025 by reportable segments and Corporate and Other.

Three Months Ended

Six Months Ended

December 31, 2025

December 31, 2024

December 31, 2025

December 31, 2024

Nine Months Ended

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

North America

1 unchanged sentence

International

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

The following table displays the activities and liability balances relating to the Restructuring Program for the nine-month period ended March 31, 2026.

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.

5 unchanged sentences

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

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

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

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

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

COMMITMENTS AND CONTINGENCIES

8 unchanged sentences

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

On May 4, 2026, the parties entered into a binding term sheet to settle the Consolidated Securities Action for $ 35,000 , to be funded solely by insurance.

The binding term sheet expressly provides that Defendants make no admission of liability or wrongdoing and that each Defendant denies all wrongdoing.

Further, the term sheet states that the settlement amount will be funded solely by insurance and that no part of the settlement amount will be funded by the Company or any individual defendant.

The settlement remains subject to execution of a formal stipulation of settlement and final Court approval.

As of March 31, 2026, the Company recorded an insurance receivable of $ 35,000 within prepaid expenses and other current assets and a corresponding liability of $ 35,000 within accrued expenses and other current liabilities in the consolidated balance sheet.

Additional Stockholder Class Action and Derivative Complaints Filed in Federal Court

6 unchanged sentences

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.

On April 30, 2026, the plaintiffs filed a Motion for Leave to File the Verified Consolidated Second Amended Shareholder Derivative Complaint under seal, together with their Amended Complaint.

On May 1, 2026, the Court granted the motion to file under seal.

The parties must jointly file a proposed case management schedule by May 14, 2026.

Baby Food Class Action Litigation

5 unchanged sentences

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

Products’ labeling, and denied the Company’s motion to dismiss with respect to Plaintiffs’ claims arising out of the alleged presence of arsenic in the Products.

Following oral argument on August 1, 2024, the Court issued an order on December 27, 2024 in which it granted the Company’s motion to dismiss with respect to Plaintiffs’ claims arising out of the alleged presence of lead, cadmium, mercury, or other substances, as well as any claims challenging the use of the “USDA Organic” seal on the Products’ labeling, and denied the Company’s motion to dismiss with respect to Plaintiffs’ claims arising out of the alleged presence of arsenic in the Products.

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

19 unchanged sentences

On December 18, 2024, Defendants filed motions to dismiss the Master Complaint, which the Court granted in part and denied in part.

The MDL is first proceeding with general causation discovery.

Expert discovery has closed.

The parties Rule 702 motions have been fully briefed.

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

The MDL first proceeded with general causation discovery.

Expert discovery has closed, and the parties’ Rule 702 motions have been fully briefed.

The Court held Rule 702 hearings during the week of December 8, 2025;

on February 27, 2026, the Court issued an order excluding Plaintiffs’ general causation experts.

On May 1, 2026, Defendants filed a motion for summary judgment.

Baby Food California State Court Cases

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

There are currently 13 personal injury cases against the Company pending in California State Superior Courts relating to the same allegations regarding trace levels of heavy metals in the Products.

These cases are now (or will be) included in Judicial Council Coordinated Proceedings (“JCCP”).

2 unchanged sentences

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 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.

23STCV24844, the Court granted defendants’ Motion to Exclude Plaintiff’s Exposure Expert and Defendants’ Motion for Summary Judgment.

Plaintiff filed a Notice of Appeal on March 2, 2026.

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

9 unchanged sentences

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

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

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

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

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

The Company successfully petitioned the United States Supreme Court for a writ of certiorari, and the Supreme Court heard oral argument on November 4, 2025.

On February 24, 2026, the Supreme Court issued an opinion affirming the Fifth Circuit’s decision to vacate the judgment in favor of Hain and remand the proceedings to state court to be re-tried.

The case is now pending in the District Court of Brazoria County, Texas.

Discovery is ongoing.

Baby Food Florida State Court Cases

There are currently two multi-plaintiff personal injury cases against the Company pending in Florida State Courts relating to the same allegations regarding trace levels of heavy metals in the Products.

With respect to all of the above-described baby food matters, the Company denies that its Products led to any of the alleged injuries and will defend these cases vigorously.

3 unchanged sentences

With respect to all litigation and related matters, the Company records a liability when the Company believes it is probable that a liability has been incurred and the amount can be reasonably estimated.

As of the end of the period covered by this report, the Company has not recorded a liability for any of the matters disclosed in this note.

As of the end of the period covered by this report, the Company has not recorded a liability for any of the matters disclosed in this note, except for the above-noted liability and offsetting insurance receivable in connection with the proposed settlement of the Consolidated Securities Action, which is to be funded solely by insurance.

It is possible that some matters could require the Company to pay damages, incur other costs or establish accruals in amounts that could not be reasonably estimated as of the end of the period covered by this report.

7 unchanged sentences

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 (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.

net interest expense, income taxes, depreciation and amortization, equity in net loss of equity-method investees, stock-based compensation, net, unrealized currency losses, proceeds from insurance claim, certain litigation and related costs, plant closure related costs, net, productivity and transformation costs, warehouse/manufacturing consolidation and other costs, net, costs associated with acquisitions, divestitures and other transactions, loss (gain) on sale of assets, impairment of goodwill, long-lived asset and intangibles 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 and six months ended December 31, 2025 and 2024.

The following tables set forth financial information about eac h of the Company’s reportable segment’s revenue, significant segment expenses and measure of segment profit or loss for the three and nine months ended March 31, 2026 and 2025.

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 December 31,

Six Months Ended December 31,

Three Months Ended March 31,

Nine Months Ended March 31,

North America

20 unchanged sentences

Interest expense, net

Provision for income taxes

(Provision) benefit for income taxes

Stock-based compensation, net

Unrealized currency (losses) gains

Unrealized currency losses

Proceeds from insurance claim (a)

3 unchanged sentences

Plant closure related costs, net

Warehouse/manufacturing consolidation and other costs, net

Acquisitions, divestitures and other

(Loss) gain on sale of assets

Transaction and integration costs, net

Gain (loss) on sale of assets

Impairment charges

Goodwill impairment

Intangibles and long-lived asset impairment

Long-lived asset and intangibles 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.

1 unchanged sentence

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

Three Months Ended December 31,

Six Months Ended December 31,

Three Months Ended March 31,

Nine Months Ended March 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 December 31,

Six Months Ended December 31,

Three Months Ended March 31,

Nine Months Ended March 31,

United States

2 unchanged sentences

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

March 31, 2026

June 30, 2025

United States

United States (a)

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.

(a) During the three months ended March 31, 2026, the Company completed the divestiture of its North American Snacks Business and deconsolidated its net assets.

See Note 5, Dispositions, for details.

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