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Item 2. Management’s Discussion and Analysis

2026-05-11 compared with 2026-02-09 · 235 added, 235 removed, 301 unchanged (61% of the section changed)

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

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Consolidated Financial Statements and the related Notes thereto for the period ended March 31, 2026 contained in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

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

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

The Hain Celestial Group, Inc., a Delaware corporation (collectively with its subsidiaries, the “Company,” “Hain Celestial,” “we,” “us” or “our”), was founded in 1993.

Hain Celestial is a leading global health and wellness company whose purpose is to inspire healthier living for people, communities and the planet through better-for-you brands.

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 kid’s foods, Celestial Seasonings ® teas, Joya ® and Natumi ® plant-based beverages, The Greek Gods ® yogurt, Cully & Sully ® , Yorkshire Provender ® , New Covent Garden ® and Imagine ® soups, among others.

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, we completed the sale (the “Transaction”) of our 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 $111.2 million in cash, reflecting the total purchase price of $115.0 million less the holdback of an estimate for a customary inventory adjustment, which is subject to finalization following the closing.

We used the net proceeds of $101.1 million from the Transaction to pay down debt.

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

Restructuring Program

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The Restructuring Program is expected to conclude by fiscal year 2027.

For the three and six months ended December 31, 2025, we incurred pretax charges of $3.8 million and $17.3 million respectively, associated with the Restructuring Program, compared to approximately $7.3 million and $12.7 million respectively, in the corresponding periods of the prior year.

For the three and nine months ended March 31, 2026, we incurred pretax charges of $4.8 million and $22.1 million respectively, associated with the Restructuring Program, compared to approximately $7.7 million and $20.4 million respectively, in the corresponding periods of the prior year.

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

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Global Economic Environment

Inflation volatility, shifting consumer behavior, and broader geopolitical tensions have contributed to rising supply chain costs and broader business impacts.

Ongoing economic uncertainty, driven by factors such as inflation volatility, evolving fiscal policies, global supply chain constraints, changes in interest rates, and changing U.S.

and international trade restrictions and tariffs further heightens industry-wide uncertainty.

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

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

Inflation volatility, changes in interest rates, evolving fiscal and monetary policies, global supply chain constraints, and changes in U.S.

and international trade restrictions and tariffs continue to create economic uncertainty and cost pressures across global markets.

Geopolitical tensions, including the conflict in Iran that began in February 2026, have disrupted and could continue to disrupt global energy supply‑demand dynamics, contributing to commodity price volatility and broader uncertainty.

These conditions could adversely affect energy prices, transportation routes, logistics and insurance costs, global supply chains, input costs, and consumer spending patterns, which could impact our operating results, liquidity, and cash flows if such conditions persist or escalate.

We continue to monitor the evolving macroeconomic and geopolitical environment and assess potential impacts on our business.

Comparison of Three Months Ended March 31, 2026 to Three Months Ended March 31, 2025

Consolidated Results

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

The following table compares our results of operations, including as a percentage of net sales, on a consolidated basis, for the three months ended March 31, 2026 and 2025 (dollars in thousands, other than per share amounts and percentages, which may not add due to rounding):

Three Months Ended

December 31, 2025

December 31, 2024

March 31, 2026

March 31, 2025

Cost of sales

1 unchanged sentence

Goodwill impairment

Intangibles and long-lived asset impairment

Long-lived asset and intangibles impairment

Productivity and transformation costs

Amortization of acquired intangible assets

Proceeds from insurance claim

Operating loss

Interest and other financing expense, net

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

Net sales for the three months ended December 31, 2025 were $384.1 million, a decrease of $27.4 million, or 6.7%, including an unfavorable impact of $10.2 million, or 2.2%, related to held for sale businesses, discontinued brands and exited product categories and a favorable impact of $9.0 million, or 2.2%, from foreign exchange, as compared to the prior year quarter.

The decrease in net sales reflected a decline in the North America reportable segment, partially offset by an increase in net sales in the International reportable segment.

Organic net sales, defined as net sales adjusted to exclude the impact of foreign exchange, acquisitions, divestitures, discontinued brands and exited product categories, decreased $26.2 million, or 6.7%, from the prior year quarter.

The decrease in organic net sales was due to decline in both the North America and International reportable segments.

Additionally, the decrease in organic net sales was comprised of a 9.0% decrease in volume/mix, partially offset by a 2.0% increase in price.

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

Net sales for the three months ended March 31, 2026 were $338.4 million, a decrease of $52.0 million, or 13.3%, including a reduction of $48.3 million, or 10.8%, related to divestitures, held for sale businesses, discontinued brands and exited product categories primarily due to sale of the North American Snacks Business and a favorable impact of $12.5 million, or 3.2%, from foreign exchange, as compared to the prior year quarter.

Organic net sales, defined as net sales adjusted to exclude the impact of foreign exchange, acquisitions, divestitures, held for sale businesses, discontinued brands and exited product categories, decreased $16.2 million, or 5.7%, from the prior year quarter.

The decrease in organic net sales was due to a decline in both the North America and International reportable segments.

Additionally, the decrease in organic net sales comprised a 10.6% decrease in volume/mix, partially offset by a 4.9% increase in pricing primarily reflecting promotional activity.

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

Gross profit for the three months ended December 31, 2025 was $74.4 million, a decrease of $19.0 million, or 20.3%, as compared to the prior year quarter.

Gross profit margin for the three months ended December 31, 2025 was 19.4% compared with 22.7% in the prior year quarter.

Gross profit for the three months ended March 31, 2026 was $70.4 million, a decrease of $14.3 million, or 16.8%, as compared to the prior year period.

Gross profit margin of 20.8% for the three months ended March 31, 2026 was lower when compared with 21.7% in the prior year period, representing a 90-basis point decrease.

The decrease in gross profit was driven by both the North America and International reportable segments.

The decrease in the North America reportable segment was mainly due to lower sales volume, cost inflation and unfavorable fixed cost absorption, partially offset by productivity savings and pricing.

International reportable segment gross profit decrease was driven by cost inflation, lower volume/mix and unfavorable fixed cost absorption, partially offset by productivity savings and pricing.

The decrease in the North America reportable segment was mainly due to lower sales volume, partially offset by favorable pricing.

The decline in the International reportable segment was mainly driven by lower sales volume, partially offset by productivity savings.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $60.9 million for the three months ended December 31, 2025, a decrease of $9.3 million, or 13.2%, from $70.2 million for the prior year quarter.

The decrease was primarily due to lower compensation-related expenses and non-employee-related cost discipline, as the Company continued to implement overhead reduction actions.

Selling, general and administrative expenses were $59.1 million for the three months ended March 31, 2026, a decrease of $3.9 million, or 6.1%, from $62.9 million for the prior year quarter.

The decrease was primarily driven by a reduction in employee-related expenses.

Goodwill Impairment

During the three months ended December 31, 2025, the Company recognized aggregate non-cash goodwill impairment charges of $119.9 million related to its U.S.

reporting units.

During the three months ended December 31, 2024, the Company recorded a non-cash goodwill impairment charge of $91.3 million within the North America segment related to its U.S.

During the three months ended March 31, 2026, the Company recognized a non-cash goodwill impairment charge of $31.0 million related to its U.K.

reporting unit.

During the three months ended March 31, 2025, the Company recorded aggregate non-cash goodwill impairment charges of $110.3 million within the North America segment related to its U.S.

and Canada reporting units.

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

Intangibles and Long-Lived Asset Impairment

During the three months ended December 31, 2025, the Company recorded a non-cash impairment charge of $11.9 million within its International segment related to the Hartley’s ® jelly indefinite-lived intangible asset.

During the three months ended December 31, 2024, the Company recorded a non-cash impairment charge of $15.7 million within its North America segment related to the indefinite and definite lived intangible assets associated with its personal care brands (namely, Avalon Organics ® , JASON ® , and Live Clean ® ) and $2.3 million related to an asset group primarily comprised of certain production assets in the North America reportable segment.

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

Long-Lived Asset and Intangibles Impairment

During the three months ended March 31, 2026, the Company recorded non-cash impairment charges of $12.4 million, primarily related to a reduction in the estimated fair value of the personal care assets held for sale.

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

During the three months ended March 31, 2026, the Company also recognized aggregate non-cash impairment charges of $2.0 million primarily related to Earth’s Best ® Organic indefinite-lived tradename.

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

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

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

Productivity and Transformation Costs

Productivity and transformation costs were $5.2 million for the three months ended December 31, 2025, an increase of $1.0 million, or 24.9%, from $4.2 million in the prior year quarter.

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

Productivity and transformation costs were $4.1 million for the three months ended March 31, 2026, a decrease of $3.2 million, or 44.2%, from $7.3 million in the prior year quarter.

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

Amortization of Acquired Intangible Assets

Amortization of acquired intangibles was $1.2 million for the three months ended December 31, 2025, a decrease of $0.6 million from $1.8 million in the prior year quarter.

Proceeds from Insurance Claim

Proceeds from insurance claim was $25.9 million for the three months ended December 31, 2025 on account of the recognition of a Representation & Warranty (“R&W”) insurance receivable related to a prior acquisition.

Amortization of acquired intangibles was $3.3 million for the three months ended March 31, 2026 compared to $1.2 million for the prior year quarter.

During the three months ended March 31, 2026, the useful life for certain meal preparation category tradenames (namely, Hartley’s ® Jelly and Spectrum ® culinary oils, vinegars and condiments) and the trademark for the baby and kids category brand, Ella’s Kitchen ® baby and kids foods was changed from indefinite to definite.

Operating Loss

Operating loss for the three months ended December 31, 2025 was $98.8 million compared to $91.9 million in the prior year quarter as a result of the items described above.

Operating loss for the three months ended March 31, 2026 was $42.1 million compared to operating loss of $121.1 million in the prior year quarter as a result of the items described above.

Interest and Other Financing Expense, Net

Interest and other financing expense, net totaled $15.7 million for the three months ended December 31, 2025, an increase of $2.9 million, or 22.4%, from $12.8 million in the prior year quarter.

Interest and other financing expense, net totaled $13.9 million for the three months ended March 31, 2026, an increase of $2.0 million, or 17.3%, from $11.9 million in the prior year quarter.

The increase resulted primarily from a higher interest rate spread as well as increased amortization of deferred financing fees related to the May 2025 and September 2025 amendments to our Credit Agreement, as defined below, and a write-off of $0.5 million of deferred financing fees in connection with the $101.1 million repayment of the Term Loans, partially offset by lower outstanding debt balance compared to the prior year period.

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

Other Income, Net

Other income, net totaled $1.0 million for the three months ended December 31, 2025, a decrease of $3.0 million, or 75.3%, from $4.0 million in the prior year quarter.

The decrease was primarily due to a reduction in net foreign exchange gains in the prior year period.

Other income, net for the three months ended December 31, 2025 was primarily comprised of a $1.1 million aggregate pretax gain on the sale of intangible assets and certain property and equipment of the Yves Veggie Cuisine ® plant-based business in Canada.

Other income, net for the three months ended December 31, 2024 comprised net foreign exchange gains of $2.4 million and the recognition of a $1.6 million pretax gain on the sale of assets related to the Company’s former Bell, CA production facility.

Other Expense, Net

Other expense, net totaled $49.5 million for the three months ended March 31, 2026 compared to $1.2 million in the prior year quarter.

The change was primarily due to the recognition of a pretax loss of $50.8 million on the sale of the North American Snacks Business in the third quarter of fiscal 2026.

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

Loss before income taxes and equity in net loss of our equity-method investees for the three months ended December 31, 2025 was $113.5 million compared to $100.7 million in the prior year quarter.

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

Provision for Income Taxes

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

Our income tax expense was $2.4 million for the three months ended December 31, 2025 compared to $2.7 million in the prior year quarter.

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 income tax expense for the three months ended December 31, 2025 reflected foreign tax expense in certain jurisdictions, recognition of the R&W insurance receivable related to a prior acquisition, impairment of goodwill, and movement in the valuation allowance for both federal and state income taxes.

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

Loss before income taxes and equity in net loss of our equity-method investees for the three months ended March 31, 2026 was $105.6 million compared to $134.1 million in the prior year quarter.

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

Provision (Benefit) for Income Taxes

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

Our income tax expense was $0.8 million for the three months ended March 31, 2026 compared to income tax benefit of $0.5 million in the prior year quarter.

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 income tax expense for the three months ended March 31, 2026 reflected foreign tax expense in certain jurisdictions, impairment of goodwill and intangibles, the sale of the North American Snacks Business and movement in the valuation allowance for both federal and state income taxes.

The effective income tax rate for the three months ended March 31, 2025 was impacted by tax expense in certain jurisdictions, impairment of goodwill and personal care intangibles and movement in the valuation allowances for both federal and state income taxes.

Equity in Net Loss of Equity-Method Investees

Equity in net loss from our equity-method investments for the three months ended December 31, 2025 was a loss of $0.1 million compared to $0.6 million in the prior year quarter.

Net loss for the three months ended December 31, 2025 was $116.0 million, or $1.28 per diluted share, compared to $104.0 million, or $1.15 per diluted share, in the prior year quarter.

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

Equity in net loss from our equity-method investments for the three months ended March 31, 2026 decreased by $1.0 million compared to $1.0 in the prior year quarter.

Net loss for the three months ended March 31, 2026 was $106.3 million, or $1.17 per diluted share, compared to $134.6 million, or $1.49 per diluted share, in the prior year quarter.

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

Adjusted EBITDA

Adjusted EBITDA was $24.3 million and $37.9 million for the three months ended December 31, 2025 and 2024, respectively, as a result of the factors discussed above.

Adjusted EBITDA was $26.3 million and $33.6 million for the three months ended March 31, 2026 and 2025, respectively, as a result of the factors discussed above.

See Reconciliation of Non-U.S.

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Segment Results

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

The following table provides a summary of net sales and Adjusted EBITDA by reportable segment for the three months ended March 31, 2026 and 2025:

(Dollars in thousands)

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North America

Our net sales in the North America reportable segment for the three months ended December 31, 2025 were $197.8 million, a decrease of $31.5 million, or 13.7%, including an unfavorable impact of $10.2 million, or 3.4%, related to held for sale businesses, discontinued brands and exited product categories, as compared to the prior year quarter.

Our net sales in the North America reportable segment for the three months ended March 31, 2026 were $171.5 million, a decrease of $50.9 million, or 22.9%, including a reduction of $48.0 million, or 20.3%, related to divestitures, held for sale businesses, discontinued brands and exited product categories, as compared to the prior year quarter.

Organic net sales decreased $3.2 million, or 2.7%, to $113.7 million from $116.9 million in the prior year quarter.

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

The decrease in the snacks category was driven by distribution losses and velocity declines.

The decline in the meal preparation category was primarily due to lower volume.

The decrease in organic net sales was primarily due to lower sales in the snacks and baby & kids categories, partially offset by growth in the beverages category.

The decrease in the baby & kids category was driven by lapping supply recovery from last year.

The increase in the beverage category is primarily due to lower trade spend and promotion effectiveness.

Adjusted EBITDA for the three months ended December 31, 2025 was $10.9 million, a decrease of $14.4 million, or 56.9%, from Adjusted EBITDA of $25.3 million in the prior year quarter.

The decrease was primarily driven by lower gross margins, partially offset by a reduction in SG&A.

The decrease in gross margin was driven by lower volume/mix, cost inflation and unfavorable fixed cost absorption, partially offset by productivity savings and pricing.

Adjusted EBITDA margin was 5.5%, a 550-basis point decrease from the prior year period.

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

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

The decrease in the baby & kids category was driven by volume softness in purees and formula, partially offset by growth in The Greek Gods ® yogurt.

Adjusted EBITDA for the three months ended March 31, 2026 was $17.2 million, a slight decrease of $0.1 million, or 0.8%, from Adjusted EBITDA of $17.3 million in the prior year quarter.

The decrease was primarily driven by lower volume/mix and cost inflation, nearly offset by SG&A, pricing and productivity savings.

Adjusted EBITDA margin was 10.0%, a 220-basis point increase from the prior year period.

International

Our net sales in the International reportable segment for the three months ended December 31, 2025 were $186.3 million, an increase of $4.1 million, or 2.3%, including a favorable impact of $8.9 million, or 4.9%, related to foreign exchange, as compared to the prior year quarter.

Our net sales in the International reportable segment for the three months ended March 31, 2026 were $166.9 million, a decrease of $1.1 million, or 0.6%, including a favorable impact of $12.2 million, or 7.3%, related to foreign exchange, as compared to the prior year quarter.

Organic net sales decreased $13.0 million, or 7.8%, to $153.7 million from $166.8 million the prior year quarter.

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

The decrease in organic net sales was primarily due to lower sales in the baby & kids category which was primarily driven by industry-wide volume softness in purees in the U.K.

Adjusted EBITDA for the three months ended December 31, 2025 was $19.0 million, a decrease of $3.5 million, or 15.7%, from Adjusted EBITDA of $22.5 million in the prior year quarter.

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

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

The decrease in organic net sales was primarily due to decreases in the meal preparation and baby & kids categories.

The decrease in the meal preparation category was due to weak soup performance across brands and volume

softness in meat alternatives and private label spreads and drizzles.

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

Adjusted EBITDA for the three months ended March 31, 2026 was $19.6 million, a decrease of $2.6 million, or 11.7%, from Adjusted EBITDA of $22.2 million in the prior year quarter.

The decrease was primarily driven by cost inflation and lower volume/mix, partially offset by productivity savings and pricing.

Adjusted EBITDA margin was 11.7%, a 150-basis point decrease from the prior year period.

Corporate and Other

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

The increase in Corporate and Other expenses primarily due to timing of incentive reserves.

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

Comparison of Six Months Ended December 31, 2025 to Six Months Ended December 31, 2024

Comparison of Nine Months Ended March 31, 2026 to Nine Months Ended March 31, 2025

Consolidated Results

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

Six Months Ended

December 31, 2025

December 31, 2024

The following table compares our results of operations, including as a percentage of net sales, on a consolidated basis, for the nine months ended March 31, 2026 and 2025 (amounts in thousands, other than per share data and percentages, which may not add due to rounding):

Nine Months Ended

March 31, 2026

March 31, 2025

Cost of sales

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Goodwill impairment

Intangibles and long-lived asset impairment

Long-lived asset and intangibles impairment

Productivity and transformation costs

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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

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Diluted net loss per common share

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

Net sales for the six months ended December 31, 2025 were $752.0 million, a decrease of $54.1 million, or 6.7%, including an unfavorable impact of $23.2 million, or 2.4%, related to held for sale businesses, discontinued brands and exited product categories and a favorable impact of $15.6 million, or 1.9%, from foreign exchange, as compared to the prior year period.

The decrease in net sales was due to a decline in the North America reportable segment, partially offset by an increase in the International reportable segment.

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

Net sales for the nine months ended March 31, 2026 were $1,090.4 million, a decrease of $106.1 million, or 8.9%, including a reduction of $104.9 million, or 7.9%, related to divestitures, held for sale businesses, discontinued brands and exited product categories and a favorable impact of $28.2 million, or 2.4%, from foreign exchange, as compared to the prior year period.

Organic net sales decreased $29.3 million, or 3.4%, from the prior year period.

The decrease in organic net sales was due to decline in both the North America and International reportable segments.

Additionally, the decrease in organic net sales was comprised of a 7.9% decrease in volume/mix, partially offset by a 1.7% increase in price.

The decrease in net sales was primarily due to a decline in the North America reportable segment.

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

Additionally, the decrease in organic net sales was comprised of a 6.7% decrease in volume/mix and a 3.3% increase in price.

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

Gross profit for the six months ended December 31, 2025 was $142.5 million, a decrease of $32.5 million, or 18.6%, as compared to the prior year period.

Gross profit margin for the six months ended December 31, 2025 was 19.0% compared with 21.7% in the prior year period.

Gross profit for the nine months ended March 31, 2026 was $212.9 million, a decrease of $46.8 million, or 18.0%, as compared to the prior year period.

The gross profit margin of 19.5% was lower for the nine months ended March 31, 2026, when compared with 21.7% in the prior year period.

The decrease in gross profit was driven by both the North America and International reportable segments.

The decline in the North America reportable segment was due to lower sales volume, partially offset by favorable pricing and trade efficiencies.

The International reportable segment had a decrease in gross profit mainly due to cost inflation, partially offset by pricing.

The decrease in the North America reportable segment was mainly due to lower sales volume and unfavorable product mix, partially offset by favorable pricing and trade efficiencies.

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

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $126.4 million for the six months ended December 31, 2025, a decrease of $15.1 million, or 10.7%, from $141.5 million for the prior year period.

Selling, general and administrative expenses were $185.5 million for the nine months ended March 31, 2026, a decrease of $18.9 million, or 9.3%, from $204.4 million for the prior year period.

The decrease was primarily due to lower compensation-related expenses and non-employee-related cost discipline, as the Company continued implementing overhead reduction actions.

Goodwill Impairment

During the six months ended December 31, 2025, the Company recognized aggregate non-cash goodwill impairment charges of $119.9 million related to its U.S.

During the nine months ended March 31, 2026, the Company recognized aggregate non-cash goodwill impairment charges of $150.9 million related to its U.S.

reporting units.

During the six months ended December 31, 2024, the Company recorded a non-cash goodwill impairment charge of $91.3 million within the North America segment related to its U.S.

reporting unit.

During the nine months ended March 31, 2025, the Company recorded aggregate non-cash goodwill impairment charges of $201.5 million within the North America segment related to its U.S.

and Canada reporting units.

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

Intangibles and Long-Lived Asset Impairment

During the six months ended December 31, 2025, the Company recorded a non-cash impairment charge of $11.9 million within its International segment related to the Hartley’s ® jelly indefinite-lived intangible asset.

During the six months ended December 31, 2024, the Company recorded a non-cash impairment charge of $15.7 million within its North America segment related to the indefinite and definite lived intangible assets associated with its personal care brands (namely, Avalon Organics ® , JASON ® , and Live Clean ® ) and $2.3 million related to an asset group primarily comprised of certain production assets in the North America reportable segment.

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

Long-Lived Asset and Intangibles Impairment

During the nine months ended March 31, 2026, the Company recorded non-cash impairment charges of $11.4 million, primarily related to the personal care assets held for sale.

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

Further, during the nine months ended March 31, 2026, the Company recorded a non-cash impairment charge of $11.9 million related to the Hartley’s ® jelly indefinite-lived intangible asset and $2.0 million related to Earth’s Best ® Organic indefinite-lived tradename.

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

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

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

Productivity and Transformation Costs

Productivity and transformation costs were $13.5 million for the six months ended December 31, 2025, a decrease of $4.2 million, or 46.1%, from $9.2 million in the prior year period.

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

Productivity and transformation costs were $17.5 million for the nine months ended March 31, 2026, an increase of $1.0 million, or 6.2%, from $16.5 million in the prior year period.

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

Amortization of Acquired Intangible Assets

Amortization of acquired intangibles was $2.4 million for the six months ended December 31, 2025, a decrease of $1.5 million, or 38.7%, from $3.9 million in the prior year period.

Amortization of acquired intangibles was $5.7 million for the nine months ended March 31, 2026, an increase of $0.5 million from $5.2 million in the prior year period.

During the nine months ended March 31, 2026, the useful life for certain International meal prep tradenames, (namely, Hartley’s ® Jelly and Spectrum ® culinary oils, vinegars and condiments) and the trademark for the baby and kids category brand, Ella’s Kitchen ® baby and kids foods, was changed from indefinite to definite.

Proceeds from Insurance Claim

Proceeds from insurance claim was $25.9 million for the six months ended December 31, 2025 on account of a R&W insurance receivable related to a prior acquisition.

Proceeds from insurance claim was $25.9 million for the nine months ended March 31, 2026 on account of the recognition of a Representation & Warranty (“R&W”) insurance receivable related to a prior acquisition, which was collected on January 2, 2026.

Operating Loss

Operating loss for the six months ended December 31, 2025 was $105.7 million compared to $88.8 million in the prior year period as a result of the items described above.

Operating loss for the nine months ended March 31, 2026 was $147.8 million compared to $209.9 million in the prior year period as a result of the items described above.

Interest and Other Financing Expense, Net

Interest and other financing expense, net totaled $31.2 million for the six months ended December 31, 2025, an increase of $4.6 million, or 17.4%, from $26.5 million in the prior year period.

The increase was primarily driven by a higher interest rate spread as well as increased amortization of deferred financing fees related to the amendment of our credit agreement.

Interest and other financing expense, net totaled $45.1 million for the nine months ended March 31, 2026, an increase of $6.7 million, or 17.3%, from $38.4 million in the prior year period.

The increase resulted primarily from a higher interest rate spread as well as increased amortization of deferred financing fees related to the May 2025 and September 2025 amendments to our Credit Agreement, as defined below, partially offset by lower outstanding debt balance compared to the prior year period.

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

Other (Income) Expense, Net

Other income, net totaled $1.7 million for the six months ended December 31, 2025, compared to other expense, net of $1.3 million in the prior year period.

Other income, net for the six months ended December 31, 2025 was primarily comprised of a $1.1 million aggregate pretax gain on the sale of the intangible assets and certain property and equipment of the Yves Veggie Cuisine ® plant-based business in Canada.

Other expense, net for the six months ended December 31, 2024 was primarily comprised of pretax loss of $3.9 million on the sale of ParmCrisps ® , partially offset by a $1.6 million pretax gain on the sale of assets related to the Company’s former Bell, CA production facility and $0.8 million of foreign exchange gains.

Other Expense, Net

Other expense, net totaled $47.9 million for the nine months ended March 31, 2026, compared to $2.4 million of other income, net in the prior year period.

The change was primarily due to a pretax loss of $50.8 million on the sale of North American Snacks Business.

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

Loss before income taxes and equity in net loss of our equity-method investees was $135.2 million for the six months ended December 31, 2025, compared to a $116.6 million loss in the prior year period.

Loss before income taxes and equity in net loss of our equity-method investees was $240.8 million for the nine months ended March 31, 2026, compared to a $250.8 million loss in the prior year period.

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

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

Our income tax expense was $1.1 million for the six months ended December 31, 2025 compared to income tax expense of $6.3 million in the prior year comparable period.

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 income tax expense for the six months ended December 31, 2025 reflected foreign tax expense in certain jurisdictions, recognition of the R&W insurance receivable related to a prior acquisition, impairment of goodwill, and movement in the valuation allowance for both federal and state income taxes.

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

Our income tax provision was $1.9 million for the nine months ended March 31, 2026 compared to income tax expense of $5.7 million in the prior year comparable period.

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

The income tax provision for the nine months ended March 31, 2026 reflected foreign tax expense in certain jurisdictions, the sale of the North American Snacks Business, the receipt of the R&W insurance payout related to a prior acquisition, impairment of goodwill and intangibles and movement in the valuation allowance for both federal and state income taxes.

The effective income tax rate for the nine months ended March 31, 2025 was impacted by tax expense in certain jurisdictions, impairment of goodwill and personal care intangibles and movement in the valuation allowances for both federal and state income taxes.

Equity in Net Loss of Equity-Method Investees

Equity in net loss from our equity-method investments for the six months ended December 31, 2025 was a loss of $0.3 million compared to a loss of $0.7 million in the prior year period.

Net loss for the six months ended December 31, 2025 was $136.6 million, or $1.51 per diluted share, compared to $123.6 million, or $1.37 per diluted share, in the prior year period.

Equity in net loss from our equity-method investments for the nine months ended March 31, 2026 was a loss of $0.3 million compared to a $1.7 million loss in the prior year period.

Net loss for the nine months ended March 31, 2026 was $243.0 million, or $2.68 per diluted share, compared to $258.2 million, or $2.87 per diluted share, in the prior year period.

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

Adjusted EBITDA

Adjusted EBITDA was $44.0 million and $60.3 million for the six months ended December 31, 2025 and 2024, respectively, as a result of the factors discussed above.

Adjusted EBITDA was $70.3 million and $93.9 million for the nine months ended March 31, 2026 and 2025, respectively, as a result of the factors discussed above.

See Reconciliation of Non-U.S.

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Segment Results

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

The following table provides a summary of net sales and Adjusted EBITDA by reportable segment for the nine months ended March 31, 2026 and 2025:

(Dollars in thousands)

International

Six months ended 12/31/25

Six months ended 12/31/24

Nine months ended 3/31/26

Nine months ended 3/31/25

Adjusted EBITDA

Six months ended 12/31/25

Six months ended 12/31/24

Nine months ended 3/31/26

Nine months ended 3/31/25

Adjusted EBITDA margin

Six months ended 12/31/25

Six months ended 12/31/24

Nine months ended 3/31/26

Nine months ended 3/31/25

See the Reconciliation of Non-U.S.

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North America

Our net sales in the North America reportable segment for the six months ended December 31, 2025 were $401.7 million, a decrease of $58.7 million, or 12.7%, including an unfavorable impact of $22.8 million, or 3.9%, related to held for sale businesses, discontinued brands and exited product categories, as compared to the prior year period.

Our net sales in the North America reportable segment for the nine months ended March 31, 2026 were $573.2 million, a decrease of $109.6 million, or 16.1%, including an unfavorable impact of $104.2 million, or 14.5%, related to divestitures, held for sale businesses, discontinued brands and exited product categories, as compared to the prior year period.

Organic net sales decreased $5.7 million, or 1.6%, to $346.3 million from $352.0 million in the prior year period.

The decrease in net sales was due to lower sales in all categories except for the beverages category, which had higher net sales compared to the prior year period.

The decrease in organic net sales was primarily due to lower sales in the snacks and baby & kids categories, partially offset by growth in the beverages category.

The decrease in the snacks category was driven by distribution losses and velocity declines, while the baby & kids category net sales decline was primarily driven by volume softness in formula.

Adjusted EBITDA for the six months ended December 31, 2025 was $27.9 million, a decrease of $9.8 million, or 26.1%, from Adjusted EBITDA of $37.8 million in the prior year period.

The decrease was primarily driven by lower gross margins, partially offset by a reduction in SG&A.

The decrease in gross margin was driven by lower volume/mix, cost inflation and unfavorable fixed cost absorption, partially offset by productivity savings and pricing.

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

The baby & kids category organic net sales decline was primarily driven by volume softness in purees and formula.

The meal preparation category organic net sales decline was due to velocity challenges and distribution losses of soup and oil brands, partially offset by growth in The Greek Gods ® yogurt.

Adjusted EBITDA for the nine months ended March 31, 2026 was $45.1 million, a decrease of $10.0 million, or 18.1%, from Adjusted EBITDA of $55.1 million in the prior year period.

The decrease was driven by lower volume/mix, cost inflation and unfavorable fixed cost absorption, partially offset by productivity savings and pricing.

Adjusted EBITDA margin was 7.9%, a 20-basis point decrease from the prior year period.

International

Our net sales in the International reportable segment for the six months ended December 31, 2025 were $350.3 million, an increase of $4.6 million, or 1.3%, including a favorable impact of $15.7 million, or 4.5%, related to foreign exchange, as compared to the prior year period.

Our net sales in the International reportable segment for the nine months ended March 31, 2026 were $517.1 million, an increase of $3.5 million, or 0.7%, including a favorable impact of $27.9 million or 5.4% related to foreign exchange, as compared to the prior year period.

Organic net sales decreased $23.6 million, or 4.6%, to $486.1 million from $509.7 million in the prior year period.

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

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

The decrease in the baby & kids category was primarily driven by industry-wide volume softness in purees in the U.K, while the decline in the snacks category was due to lower volumes.

Adjusted EBITDA for the six months ended December 31, 2025 was $31.6 million, a decrease of $11.3 million, or 26.4%, from Adjusted EBITDA of $42.9 million in the prior year period.

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

The decrease in organic net sales was due to lower sales in all categories, especially in the baby & kids and meal preparation categories.

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

The decrease in the meal preparation category was due to weak soup performance across brands and softness in meat alternatives and private label spreads and drizzles.

Adjusted EBITDA for the nine months ended March 31, 2026 was $51.1 million, a decrease of $13.9 million, or 21.4%, from Adjusted EBITDA of $65.1 million in the prior year period.

The decrease was primarily due to lower gross profit driven by cost inflation, unfavorable fixed cost absorption and lower volume/mix, partially offset by productivity savings and pricing.

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Corporate and Other

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

Corporate and Other expenses remained relatively flat compared to the prior year period.

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

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

As of December 31, 2025, we 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, we 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, we 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, we 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 ).

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, reducing the Company’s outstanding debt obligations.

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As discussed in Note 2, Basis of Presentation , in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, we announced that our 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, we entered into a definitive agreement to sell our 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, we completed the sale of our North American Snacks Business and received $111.2 million in cash.

The net proceeds of $101.1 million 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, we are executing targeted inventory and other working capital optimization initiatives designed to improve the Company’s cash conversion and enhance liquidity.

We also continue to actively engage with our 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.

We also continue to actively engage with our lenders while we evaluate potential strategic transactions.

We believe that the successful execution of these plans will enable us 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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Pursuant to the Credit Agreement, the Company’s maximum consolidated leverage ratio is 6.00:1.00 and, through June 30, 2025, its minimum interest coverage ratio was 2.50:1.00.

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

As of March 31, 2026, the Company’s consolidated secured leverage ratio, consolidated leverage ratio and consolidated interest coverage ratio were 4.31:1.00, 4.31:1.00 and 2.30:1.00, respectively, and the Company was in compliance with all associated covenants.

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

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

Excluding the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at 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, 2025 was 7.71%.

As of March 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 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.

Cash and Cash Equivalents

Our cash and cash equivalents balance increased by $13.6 million at December 31, 2025 to $68.0 million as compared to $54.4 million at June 30, 2025.

Our working capital was negative $452.1 million at December 31, 2025, a decrease of $705.1 million from $252.9 million at the end of fiscal 2025.

The decrease is driven by the classification of $705.8 million of debt obligations, maturing on December 22, 2026, as current.

Additionally, our total debt balance, net of unamortized issuance costs, at December 31, 2025 has remained relatively flat as compared to June 30, 2025.

Our cash and cash equivalents balance decreased by $10.0 million at March 31, 2026 to $44.3 million as compared to $54.4 million at June 30, 2025.

Our working capital was negative $399.0 million at March 31, 2026, a decrease of $652.0 million from $252.9 million at the end of fiscal 2025.

The decrease was driven by the classification of $549.8 million of debt obligations, maturing on December 22, 2026, as current.

Additionally, our total debt balance, net of unamortized issuance costs, at March 31, 2026 has decreased by $155.1 million to $549.1 million as compared to $704.2 million at June 30, 2025 as a result of net repayments carried out during the period.

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

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

As of March 31, 2026, substantially all cash was held outside the U.S.

and there are no material restrictions on repatriation.

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

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

Six Months Ended December 31,

Nine Months Ended March 31,

(Dollars in thousands)

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Effect of exchange rate changes on cash

Net increase in cash and cash equivalents

Cash provided by operating activities was $28.5 million for the six months ended December 31, 2025, an increase of $8.4 million from cash provided by operating activities of $20.1 million in the prior year period.

This increase in cash provided by operating activities versus the prior year period resulted primarily from a reduction of $8.4 million in net loss adjusted for non-cash charges in the six months ended December 31, 2025.

Working capital changes, versus the prior year period, resulted in slightly higher cash generation primarily due to focused inventory management, which generated year- over-year improvement of $28.0 million and an increased benefit from accounts payable and accrued expenses in the amount of $18.6 million, offset by a decrease in accounts receivable and other assets recovery of $18.1 million and $28.5 million, respectively.

The decrease in other assets primarily reflected the timing difference associated with the January 2026 collection of $25.9 million of insurance proceeds recognized in the first six months of fiscal 2026.

Cash used in investing activities was $10.4 million for the six months ended December 31, 2025, a change of $14.6 million from cash provided by investing activities of $4.2 million in the prior year period.

The change in cash used by investing activities was primarily due to decrease in proceeds from asset sales of $12.0 million, primarily related to the sale of ParmCrisps ® , and the receipt of a $2.6 million dividend from Hutchison Hain Organic Holdings Limited, a joint venture with HUTCHMED (China) Limited, each of which were received in the prior year period.

Cash used in financing activities was $3.2 million for the six months ended December 31, 2025, a decrease of $13.8 million compared to $17.1 million in the prior year period.

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

Net decrease in cash and cash equivalents

Cash provided by operating activities was $66.8 million for the nine months ended March 31, 2026, an increase of $42.1 million from cash provided by operating activities of $24.8 million in the prior year period.

This increase in cash provided by operating activities versus the prior year period resulted primarily from working capital changes versus the prior year period, reflecting higher cash generation primarily due to focused inventory management, which generated year-over-year improvement of $70.2 million and an increase in accounts receivable collection of $19.0 million, partially offset by a reduced benefit from accounts payable and accrued expenses in the amount of $9.6 million.

The changes in other current assets and accounts payable and accrued expenses for the nine months ended March 31, 2026 reflected the recognition of a $35.0 million insurance receivable and corresponding settlement liability (see Note 17.

Commitments and Contingencies ).

Cash provided by investing activities was $86.8 million for the nine months ended March 31, 2026, an increase of $87.1 million from cash used in investing activities of $0.4 million in the prior year period.

The increase in cash provided by investing activities was primarily due to the receipt of proceeds from the 2026 sale of the Company’s North American Snacks Business.

Cash used in financing activities was $159.2 million for the nine months ended March 31, 2026, an increase of $122.7 million compared to $36.5 million of cash used in financing activities in the prior year period.

The increase in cash used in financing activities was primarily due to higher net debt repayments during the nine months ended March 31, 2026, including the use of $101.1 million of Transaction proceeds being used to repay a portion of the Term Loan and $19.5 million of incremental repayments of borrowings under the Revolver.

Free Cash Flow

Our free cash flow was $16.3 million for the six months ended December 31, 2025, an increase of $8.3 million from free cash flow of $8.0 million in the six months ended December 31, 2024.

The period-over-period change resulted primarily from an increase in cash flows from operations of $8.4 million driven by the reasons explained above, partially offset by slightly higher capital expenditures.

Our free cash flow was $50.8 million for the nine months ended March 31, 2026, an increase of $45.1 million from free cash flow of $5.7 million in the nine months ended March 31, 2025.

The period-over-period change resulted primarily from an increase in cash flows from operations of $42.1 million driven by the reasons explained above.

See Reconciliation of Non-U.S.

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

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

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

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

As of March 31, 2026, the Company had $173.5 million of remaining authorization under the share repurchase program.

Reconciliation of Non-U.S.

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Organic Net Sales

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

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

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

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International

Net sales - Three months ended December 31, 2025

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

Net sales - Three months ended March 31, 2026