HAIN 10-K & 10-Q changes, risk factors and insider trading
Hain Celestial Group Inc. · Nasdaq · Food And Kindred Products · CIK 910406 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risks Related to Our Indebtedness”
New heading “The divestiture of our International Business is subject to closing conditions and has not been completed; even if the divestiture is completed, it will lead to challenges and uncertainty for our remaining business.”
New heading “If our common stock continues to trade below $1.00 per share, it may cease to be listed on Nasdaq.”
Removed heading “We have identified a material weakness in our internal control over financial reporting relating to goodwill and indefinite-lived intangible asset impairment testing. If we are unable to remediate this material weakness, or if we experience additional material weaknesses or deficiencies in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial results, in which case our business may be harmed, investors may lose confidence in the accuracy and completeness of our financial reports and the price of our common stock may decline.”
Largest changes
“Our ability to comply with these covenants under the credit agreement may be affected by events beyond our control, including prevailing economic, financial and industry conditions. The breach of any of these covenants could result in a default, which would permit the lenders to declare all outstanding debt to be due and payable, together with accrued and unpaid interest. …”see in full comparison
“We have identified a material weakness in our internal control over financial reporting relating to goodwill and indefinite-lived intangible asset impairment testing. …”see in full comparison
“In connection with our most recent year-end assessment of internal control over financial reporting, we identified a material weakness in our internal control over financial reporting as of June 30, 2025. Specifically, we did not design and operate effective controls as of June 30, 2025 to review on a timely basis and in sufficient detail the projected financial information and certain key assumptions and underlying calculations used in goodwill and indefinite-lived intangible asset quantitative impairment tests that were performed throughout the year related to our reporting units. …”see in full comparison
“Our ability to comply with these covenants under the credit agreement may be affected by events beyond our control, including prevailing economic, financial and industry conditions. The breach of any of these covenants could result in a default, which would permit the lenders to declare all outstanding debt to be due and payable, together with accrued and unpaid interest. …”see in full comparison
We are, or may become, party to various lawsuits and claims arising in the normal course of business, which may include lawsuits or claims relating tosee in full comparisoncontracts, intellectual property, product recalls,product liability, the marketing and labeling of products, product recalls, contracts, intellectual property, employment matters, environmental matters, data protection or other aspects of our business as well as any securities class action and stockholder derivative litigation. For example, as discussed in Note18,17, Commitments and Contingencies, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K,we are currently subject to class actions and derivative complaints arising out of or related to the Company’s prior internal accounting review. Certain of our former officers and former members of our Board of Directors, as individual defendants, are also subject to lawsuits related to such accounting review, and we may have an obligation to indemnify them in relation to these matters. Additionally, as discussed further in Note 18, Commitments and Contingencies,we are subject to consumer class actions, and other lawsuits alleging some form of personal injury, relating to our Earth’s Best® baby food products.
“If our common stock were delisted, we may seek to list our common stock on a regional stock exchange, or, if one or more broker-dealer market makers comply with applicable requirements, the over-the-counter market. A delisting from Nasdaq could further depress our stock price, reduce the liquidity of our common stock and may result in investors finding it more difficult to dispose of or to obtain accurate quotations for the price of our common stock. …”see in full comparison
Full comparison: every changed paragraph (38)
Risks Related to Our Indebtedness
Our credit agreement matures in December 2026. In the notes to our unaudited consolidated financial statements included with our Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2025 and in our subsequent reports filed with the SEC, the Company previously disclosed that Company management has been in active engagement with its lenders and other third parties to assess opportunities to refinance the Company’s debt, extend the maturity under the credit agreement and evaluate potential capital raising or other strategic transactions. As of the date of this Form 10-K, the Company continues to engage in such discussions, but there can be no assurance that we will be able to extend the maturity of the credit agreement or complete a refinancing on terms acceptable to us, or at all. If we are unable to successfully extend the maturity or refinance the credit agreement, we do not currently expect to have the ability to repay the principal amount of our credit agreement in full upon maturity, which could result in the lenders thereto having a claim against us for the unpaid principal amount, together with accrued and unpaid interest. Additionally, because our 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 lenders have a senior claim to a material portion of our assets, subject to certain exceptions, which could be conveyed to the lenders or sold to satisfy our obligations under the agreement.
Further, our credit agreement contains covenants imposing certain restrictions on our business. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. The credit agreement requires us to satisfy certain financial covenants, such as maintaining a maximum consolidated secured leverage ratio, a minimum consolidated interest coverage ratio and, in certain periods, minimum levels of consolidated EBITDA as defined in the credit agreement. The credit agreement also contains restrictive covenants including, with specified exceptions, limitations on our ability to engage in certain business activities, incur debt and liens, pay dividends or make other distributions, enter into affiliate transactions, consolidate, merge or acquire or dispose of assets, and make certain investments, acquisitions and loans.
Our ability to comply with these covenants under the credit agreement may be affected by events beyond our control, including prevailing economic, financial and industry conditions. The breach of any of these covenants could result in a default, which would permit the lenders to declare all outstanding debt to be due and payable, together with accrued and unpaid interest. Any default by us under the credit agreement, including our failure to repay in full the credit agreement at or prior to maturity, could have a material adverse effect on our business and financial condition, including being forced to seek relief under federal bankruptcy laws or to pursue a restructuring, wind-down, or liquidation, and holders of our common stock could experience a significant or complete loss of their investment.
In the fourth quarter of fiscal year 2025, we announced the launch of a formal process to review our portfolio to maximize shareholder value. Thereafter, in the third quarter of fiscal year 2026, we sold our North American Snacks business, and in September 2026, we announced the pending sale of our International Business. Our ability to continue to execute on our strategy is dependent on a number of factors, including the ability of our management to manage our business and our workforce during a period of uncertainty, our ability to innovate in the remaining areas of our business to meet changing consumer demand, our ability to effectively manage our supply chain and pricing, the ability of our employees to perform at a high level, and operational and organizational impacts resulting from the downsizing of our business. If we are unable to execute our strategy, or if the public perceives that we are not executing on our strategy, it could adversely affect our business, financial performance, and growth.
The success of these and other initiatives that align with our strategic objectives depends upon our ability to identify suitable transaction counterparties and successfully negotiate contract terms, among other factors. These initiatives may present operational risks, including diversion of management’s attention from other matters or difficulties separating businesses from our operations. If we are not successful in executing desired strategic transactions, our business, operating results and financial condition could be adversely affected.
The divestiture of our International Business is subject to closing conditions and has not been completed; even if the divestiture is completed, it will lead to challenges and uncertainty for our remaining business.
As previously disclosed, in September 2026, we executed a definitive agreement to sell our International Business. Consummation of the transaction is subject to the following closing conditions: (1) customary regulatory consents, approvals or non-objections from regulatory authorities in the United Kingdom, Austria, Ireland, Germany and Belgium, and (2) by October 12, 2026, the Company and its lenders entering into an amendment of the Company’s credit agreement, which currently has a maturity date of December 22, 2026, to extend such maturity date by not less than nine months. Subject to the satisfaction of those closing conditions, the transaction is currently expected to close in the Company’s fiscal second quarter ending December 31, 2026. However, if the credit agreement amendment is not entered into by October 12, 2026, the purchaser may terminate the agreement and the sale of the International Business would not be completed. There can be no assurance that a credit agreement amendment will be obtained.
We expect to face challenges and uncertainty in managing our remaining business while the sale is pending and following the sale if completed. As noted above, Company management has been in active engagement with its lenders and other third parties to assess opportunities to refinance the Company’s debt, extend the maturity under the Company’s credit agreement and evaluate potential capital raising or other strategic transactions. Management will need to focus simultaneously on managing our remaining business, addressing our indebtedness, and completing the sale of the International Business. We may face challenges in attracting, retaining and motivating key management and other employees, retaining existing business and operational relationships (including with customers, suppliers, employees and other counterparties) and attracting new business, and we may face potential negative reactions from the financial markets.
As a result of this uncertainty, the price of our common stock may experience further volatility, which could cause certain investors to sell their shares, which could in turn lead to additional declines in the trading price of our stock.
Our business is primarily focused on sales of better-for-you products and could be harmed if consumer demand for such categories were to decrease. During an economic downturn or inflationary environment, factors such as increased unemployment, decreases in disposable income and declines in consumer confidence could cause a decrease in demand for our overall product set, particularly higher priced better-for-you products, or consumers may stop buying the categories of products that we sell entirely. Moreover, consumer preferences continuously evolve due to a variety of factors, including changes in demographics, consumption patterns and diet trends (including as a result of the use of weight loss drugs), channel preferences, pricing, product quality, packaging and perceptions of certain ingredients, among others. While we continue to diversify our product offerings,offerings for our remaining brands, developing new products entails risks, and demand for our products may not continue at current levels or increase in the future. The success of our innovation and product improvement effort depends on our ability to anticipate changes in consumers’ preferences, the availability of funding, the technical capability of our research and development staff in developing, formulating and testing product prototypes, including complying with governmental regulations, the success of management’s go-to-market strategy and competitor responses such as increased promotional activity or advertising.
In the fourth quarter of fiscal year 2025, we announced the launch of a formal process to review our portfolio to maximize shareholder value as we continue to pursue our strategy of being a pure-play better-for-you food company. Our ability to execute on this strategy is dependent on a number of factors, including the ability of our management to execute the strategy, our ability to innovate to meet changing consumer demand, our ability to effectively manage our supply chain and pricing, and the ability of our employees to perform at a high level. If we are unable to execute our strategy, or if the public perceives that we are not executing on our strategy, it could adversely affect our business, financial performance, and growth.
Relatedly, from time to time, we evaluate potential acquisitions or dispositions that align with our strategic objectives. For example, in the third quarter of 2025, we announced that we would be exploring strategic alternatives for our personal care business. The success of these initiatives depends upon our ability to identify suitable buyers and successfully negotiate contract terms, among other factors. These initiatives may present operational risks, including diversion of management’s attention from other matters or difficulties separating businesses from our operations. If we are not successful in executing desired strategic transactions, our business, operating results and financial condition could be adversely affected.
Many aspects of our business have been, and may continue to be, directly affected by volatile commodity costs and other inflationary pressures, including U.S. government tariffs and the imposition of any counter-tariffs. Agricultural commodities and ingredients are subject to price volatility that can be caused by commodity market fluctuations, crop yields, seasonal cycles, weather conditions, temperature extremes and natural disasters, pest and disease problems, changes in currency exchange rates, imbalances between supply and demand, and government programs and policies, including tariffs, among other factors. Volatile fuel costs (including as a result of armed conflict in the Middle East) and other factors translate into unpredictable costs for the products and services we receive from our third-party providers including, but not limited to, freight and other distribution costs for our products and packaging costs. Moreover, the cost of distribution has generally increased in recent years due to an increase in transportation and logistics costs as a result of high levels of long-haul driver turnover and increased railroad traffic and service issues.costs.
DuringA fiscalsignificant 2025, 2024 and 2023, approximately 36%, 35% and 42%, respectively,percentage of our sales wereare derived from products manufactured by independent contract manufacturers, or co-manufacturers. In some cases, an individual co-manufacturer may produce all of our requirements for a particular brand. We believe there are a limited number of competent, high-quality co-manufacturers in the industry, and many of our co-manufacturers produce products for other companies as well. Therefore, if we lose or need to change one or more co-manufacturers, fail to retain co-manufacturers for newly acquired or developed products or brands, or if our relationship with one or more of our co-manufacturers is disrupted, production of our products may be delayed or postponed and/or the availability of some of our products may be reduced or eliminated, which could have a material adverse effect on our business, results of operations and financial condition.
ForHistorically, thea fiscal years ended June 30, 2025, 2024 and 2023, approximately 64%, 65% and 58%, respectively,majority of our sales werehave been derived from products manufactured at our own manufacturing facilities. A disruption of or the loss of operations at one or more of these facilities, which may be caused by disease outbreaks or pandemics, labor issues, natural disasters, governmental actions or other events beyond our control, could delay or postpone production of our products, which could have a material adverse effect on our business, results of operations and financial condition. Labor market shortages have impacted, and may continue to impact, operations at our manufacturing facilities.
Our growth and continued success depend upon, among other things, our ability to maintain and increase sales volumes with existing customers, our ability to attract new customers, the financial condition of our customers and our ability to provide products that appeal to customers at the right price. A significant percentage of our sales is concentrated among a small number of customers. For example, sales to Walmart Inc. and its affiliates approximated 18%, 18% and 16% of sales during the fiscal years ended June 30, 2025, 2024 and 2023, respectively. With the growing trend toward retail trade consolidation, the growing presence of large-format retailers, discounters and e-commerce retailers, shrinking retail footprints and store closures and the integration of traditional and digital operations at key retailers, we are increasingly dependent on certain retailers that may have greater bargaining strength than we do. Retailers may use their leverage to demand higher trade discounts, allowances, slotting fees or increased investment, which could result in reduced sales or profitability in certain markets. Our customers are generally not contractually obligated to purchase from us and their decision to purchase from us is driven by multiple factors, including consumer preferences and demand, price, product quality, customer service performance, availability and other factors. The loss of any large customer, a reduction of purchasing levels or the cancellation of any business from a large customer for an extended length of time could negatively impact our sales and profitability.
For the fiscal years ended June 30, 2025, 20242026 and 2023,2025, approximately 50%, 46%53% and 43%,50%, respectively, of our consolidated net sales were generated outside the United States. SalesUntil the pending sale of our International Business is completed, sales from outside our U.S. markets may continue to represent a significant portion of our consolidated sales in the future. Our non-U.S. sales and operations are subject to risks inherent in conducting business abroad, many of which are outside our control, including:
Our business, financial conditions and results of operations have been impacted in the past and may be impacted in the future by disruptions in the global economy. Although we have no material assets in Russia, Belarus, Ukraine, Israel, Iran, China or Taiwan, our supply chain has been, and may continue to be, adversely impacted by the Russia-Ukraine war and conflicts in the Middle East and between China and Taiwan. In particular, these conflicts have added significant costs to existing inflationary pressures through increased fuel and raw material prices and labor costs. Further, beyond increased costs, labor challenges and other factors have led to supply chain disruptions. While, to date, we have been able to identify replacement raw materials where necessary, we have incurred increased costs in doing so. Geopolitical conflicts may also result in an increased risk of cybersecurity incidents or disruptions to information systems. Although we are continuing to monitor and manage the impacts of these conflicts on our business, such conflicts and the related economic impacts could continue to have a material adverse effect on our business and operating results.
We depend on the skills and continued service of key personnel. In addition, our ability to achieve our strategic and operating goals depends on our ability to identify, hire, train and retain qualified individuals. As we continue to progress through our strategic review and its related divestitures and challenges, and as the market price of our common stock remains depressed, it has become more difficult for us to identify, hire, train and retain qualified individuals. We also compete with other companies both within and outside of our industry for talented personnel, and we may lose key personnel or fail to attract, train and retain other talented personnel. Any such loss or failure may adversely affect our business or financial results.
Risks Related to Financial and Economic Considerations
Our credit agreement contains covenants imposing certain restrictions on our business. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. The credit agreement requires us to satisfy certain financial covenants, such as maintaining a maximum consolidated secured leverage ratio, a minimum consolidated interest coverage ratio and, in certain periods, minimum levels of consolidated EBITDA as defined in the credit agreement. The credit agreement also contains restrictive covenants including, with specified exceptions, limitations on our ability to engage in certain business activities, incur debt and liens, pay dividends or make other distributions, enter into affiliate transactions, consolidate, merge or acquire or dispose of assets, and make certain investments, acquisitions and loans.
Our ability to comply with these covenants under the credit agreement may be affected by events beyond our control, including prevailing economic, financial and industry conditions. The breach of any of these covenants could result in a default, which would permit the lenders to declare all outstanding debt to be due and payable, together with accrued and unpaid interest. Our 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. Any default by us under the credit agreement could have a material adverse effect on our business and financial condition.
In addition, our credit agreement matures in December 2026. Prior to that maturity date, we will need to refinance our indebtedness, which could include obtaining new financing. We may not be able to refinance on terms that are as favorable as provided in our current credit agreement, or at all. To facilitate our refinancing efforts and in order to reduce our overall indebtedness, we may consider actions such as strategic dispositions, sales of assets or reductions or delays of capital expenditures. Any inability to refinance our indebtedness or do so on favorable terms could have a material adverse effect on our business and financial condition.
We are subject to risks related to fluctuations in currency exchange rates. Our consolidated financial statements are presented in U.S. Dollars, requiring us to translate our assets, liabilities, revenue and expenses into U.S. Dollars. As a result, changes in the values of currencies may unpredictably and adversely impact our consolidated operating results, our asset and liability balances and our cash flows in our consolidated financial statements even if their value has not changed in their original currency. Given our global operations, we also pay for the ingredients, raw materials and commodities used in our business in numerous currencies. Fluctuations in exchange rates, including as a result of inflation, central bank monetary policies, currency controls or other currency exchange restrictions or geopolitical instabilityinstability, have had, and could continue to have, an adverse impact on our financial performance.
As of June 30, 2025,2026, we had goodwill of $501.0$246.1 million and trademarks and other intangibles assets of $210.9$173.5 million, which in the aggregate represented 44.4%38.5% of our total consolidated assets. The net carrying value of goodwill represents the fair value of acquired businesses in excess of identifiable assets and liabilities as of the acquisition date (or subsequent impairment date, if applicable), less any amounts ascribed to disposed businesses. The fair value of trademarks and other intangibles exceeded or represented the net carrying value of trademarks, customer relationships and other acquired intangibles as of the acquisition date (or subsequent impairment date, if applicable), net of accumulated amortization. Goodwill and other acquired intangibles expected to contribute indefinitely to our cash flows areis not amortized but must be evaluated by management at least annually for impairment. Amortized intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be recoverable. Impairments to goodwill and other intangible assets may be caused by factors outside our control, such as increasing competitive pricing pressures, changes in discount rates based on changes in cost of capital (interest rates, etc.), lower than expected sales and profit growth rates, or changes in industry Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) multiples, the inability to quickly replace lost co-manufacturing business, or the bankruptcy of a significant customer.multiples.
We have in the past recorded, and may in the future be required to record, significant charges in our consolidated financial statements during the period in which any impairment of our goodwill or intangible assets is determined. For example, during fiscal 2025, fiscal 2024 and fiscal 2023,2026, we recorded aggregate non-cash impairment charges of $37.8 million, $44.6 million and $174.9 million, respectively, related to certain trademarks and intangible assets to reduce their carrying value to their estimated fair value. Further, during fiscal 2025, we also recorded aggregate non-cash goodwill impairment charges of $357.7$38.5 million relatedwithin toour theNorth U.S.America segment and Canada reporting units, and $71.2$154.7 million relatedwithin toour theInternational U.K. reporting unit goodwill to reduce their carrying values to their estimated fair values.segment. The incurrenceoccurrence of additional impairment charges could negatively affect our results of operations and adversely impact our net worth and our consolidated earnings in the period of such charge. For further information, see Note 9, Goodwill and Other Intangible Assets, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K, and Critical Accounting Estimates, in the Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this Form 10-K.
In addition, weour marketInternational segment markets products under brands licensed under trademark license agreements. If in the future we are unable to enforce, renew or renegotiate our licensing arrangements on terms acceptable to us, our financial results could be materially and adversely affected.
We are, or may become, party to various lawsuits and claims arising in the normal course of business, which may include lawsuits or claims relating to contracts, intellectual property, product recalls, product liability, the marketing and labeling of products, product recalls, contracts, intellectual property, employment matters, environmental matters, data protection or other aspects of our business as well as any securities class action and stockholder derivative litigation. For example, as discussed in Note 18,17, Commitments and Contingencies, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K, we are currently subject to class actions and derivative complaints arising out of or related to the Company’s prior internal accounting review. Certain of our former officers and former members of our Board of Directors, as individual defendants, are also subject to lawsuits related to such accounting review, and we may have an obligation to indemnify them in relation to these matters. Additionally, as discussed further in Note 18, Commitments and Contingencies, we are subject to consumer class actions, and other lawsuits alleging some form of personal injury, relating to our Earth’s Best® baby food products.
We have identified a material weakness in our internal control over financial reporting relating to goodwill and indefinite-lived intangible asset impairment testing. If we are unable to remediate this material weakness, or if we experience additional material weaknesses or deficiencies in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial results, in which case our business may be harmed, investors may lose confidence in the accuracy and completeness of our financial reports and the price of our common stock may decline.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
In connection with our most recent year-end assessment of internal control over financial reporting, we identified a material weakness in our internal control over financial reporting as of June 30, 2025. Specifically, we did not design and operate effective controls as of June 30, 2025 to review on a timely basis and in sufficient detail the projected financial information and certain key assumptions and underlying calculations used in goodwill and indefinite-lived intangible asset quantitative impairment tests that were performed throughout the year related to our reporting units. These control deficiencies did not result in a material misstatement of the impairment losses in the interim or annual consolidated financial statements and there were no changes to previously issued financial statements. For a more detailed discussion of our internal control over financial reporting and a description of the identified material weakness, see Part II, Item 9A, “Controls and Procedures.”
As further described in Item 9A “Controls and Procedures – Management’s Report on Internal Control Over Financial Reporting,” we are conducting a detailed review and performing remediation activities, including implementation of control design changes to ensure that control objectives are met. The material weakness in our internal control over financial reporting will not be considered remediated until the remediated controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We may not be successful in making the improvements necessary to remediate the material weakness identified by management or be able to do so in a timely manner, or be able to identify and remediate additional control deficiencies or material weaknesses in the future. Any implementation delays, or disruption in the transition to new or enhanced procedures or controls, could harm our ability to record and report financial information on a timely and accurate basis, which could cause stockholders to lose confidence in our reported financial information and adversely affect our business and the value of our common stock.
There is concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters. There have recently been numerous extreme weather and climate-related events, including historic droughts, heatwaves, wildfires, extreme cold and flooding. To the extent that these events have a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for our products, such as vegetables, fruits, grains, beans and nuts.products. We may also be subjected to decreased availability of water, deteriorated quality of water or less favorable pricing for water, which could adversely impact our manufacturing and distribution operations.
If our common stock continues to trade below $1.00 per share, it may cease to be listed on Nasdaq.
As previously disclosed, on March 24, 2026, we received a letter from the Listing Qualifications Staff of Nasdaq informing us that our common stock failed to comply with the minimum bid price required for continued listing on The Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1) based upon the bid price of the common stock closing below $1.00 for 30 consecutive business days.
As of the date of this Form 10-K, our common stock has not regained compliance with the minimum bid price required for continued listing on The Nasdaq Global Select Market. We are currently evaluating actions to resolve the deficiency and regain compliance with the bid price requirement, including by effecting a reverse stock split, which we may propose to our stockholders as early as our 2026 annual meeting of stockholders. Given the uncertainty surrounding the potential timing of our proposal to approve a reverse stock split, there can be no assurance that we will be able to regain or maintain compliance with Nasdaq listing standards. Additionally, taking measures to regain compliance would require cash expenditures, which may be significant, and divert management time and resources.
If our common stock were delisted, we may seek to list our common stock on a regional stock exchange, or, if one or more broker-dealer market makers comply with applicable requirements, the over-the-counter market. A delisting from Nasdaq could further depress our stock price, reduce the liquidity of our common stock and may result in investors finding it more difficult to dispose of or to obtain accurate quotations for the price of our common stock. A delisting from Nasdaq could also subject our common stock to so-called penny stock rules that impose additional sales practice and market-making requirements on broker-dealers who sell or make a market in such securities. Consequently, removal from Nasdaq and failure to obtain listing on another market or exchange could affect the ability or willingness of broker-dealers to sell or make a market in our common stock and the ability of purchasers of our common stock to sell their securities in the secondary market.
Management's Discussion & Analysis (MD&A)
New heading “North American Snacks Transaction”
New heading “International Business Transaction”
New heading “Represents a receivable under the Company's representation and warranty insurance related to one of its prior acquisitions, which was collected on January 2, 2026.”
New heading “Expenses and items primarily relating to strategic review.”
Removed heading “Stock-based Compensation”
Largest changes
“We finance our operations and growth primarily with the cash flows we generate from our operations and from borrowings available to us under our Credit Agreement (as defined below). We believe that our cash flows from operations and borrowing capacity under our Credit Agreement will be adequate to meet anticipated operating and other expenditures through its maturity date. …”see in full comparison
“The duration and intensity of inflation fluctuations, alterations in consumer shopping and consumption patterns, and shifts in geopolitical events, such as the ongoing Russia-Ukraine conflict, have led and may continue to lead to increased supply chain expenses and other business impacts. Moreover, our industry has experienced and is anticipating the possibility of further increased supply chain challenges, input cost increases and consumer and economic uncertainty as a result of U.S. government tariffs and the imposition of any counter-tariffs. …”see in full comparison
“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. On August 22, 2023, the Company entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement. 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 in full comparison
“During the third quarter of fiscal 2026, 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. For the U.S. 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. …”see in full comparison
“Macroeconomic conditions continue to reflect inflation volatility, changes in interest rates, evolving fiscal and monetary policies, global supply chain challenges, and changes in U.S. and international trade restrictions and tariffs. In addition, ongoing geopolitical tensions, including the conflict involving Iran that began in February 2026, have contributed to volatility in energy and commodity markets and increased uncertainty across the global economy.”see in full comparison
“As of June 30, 2026, the Company’s consolidated secured leverage ratio, consolidated leverage ratio and consolidated interest coverage ratio were 4.53:1.00, 4.53:1.00 and 2.48:1.00, 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. (“GAAP”). Please refer to the Credit Agreement and amendments filed as exhibits to our periodic reports for further information related to the calculation thereof. …”see in full comparison
Full comparison: every changed paragraph (103)
This MD&A generally discusses fiscal 2026 and fiscal 2025 items and year-to-year comparisons between fiscal 2026 and fiscal 2025. Discussions of fiscal 2024 items and year-to-year comparisons between fiscal 2025 and fiscal 2024. Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this Form 10-K can be found in “Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024,2025, which was filed with the SEC on AugustSeptember 27,15, 20242025 and is available on the SEC’s website at www.sec.gov.
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,beverages, yogurt, baby/kids, beverageskids 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 GardenCelestial Veggie Snacks™, TerraSeasonings® chips,teas, GardenThe ofGreek Eatin’Gods® snacks, Hartley’s® jelly,yogurt, Earth’s Best® Organic and Ella’s Kitchen® baby and kid’skids foods, Celestial Seasonings® teas, Joya® and Natumi® plant-based beverages, The Greek GodsHartley’s® yogurt,jelly, as well as Cully & Sully®, Yorkshire Provender®, and New Covent Garden® and Imagine® soups, among others.
We are focused on five actions to win in the marketplace and drive growth: aggressively streamlining our portfolio, accelerating brand renovation and innovation, implementing price increases along with broader revenue growth management, driving productivity and working capital efficiency, and enhancing our digital capabilities, inclusive of ecommerce.
During the fourth quarter of fiscal year 2025, we announced that our Board of Directors was conducting a comprehensive review of the Company’s portfolio with the assistance of our independent financial advisor. The Board is considering a broad range of strategic options to enhance value. Also, in the third quarter of fiscal year 2025, we announced that we were exploring strategic alternatives regarding our personal care business to focus on our portfolio of better-for-you food and beverages.
North American Snacks Transaction
As part of this review, on February 27, 2026, the Company completed the sale (the “North American Snacks 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 $111.2 million in cash, reflecting the total purchase price of $115.0 million less the holdback of an estimate for a customary inventory adjustment, which was finalized following the closing. The Company used the net proceeds of $101.1 from the North American Snacks Transaction to reduce the Company’s indebtedness.
International Business Transaction
As an additional step in the strategic review, on September 12, 2026, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with entities (the “Purchasers”) affiliated with global private equity firm AURELIUS pursuant to which, subject to the terms and conditions set forth therein, the Purchasers have agreed to acquire from the Company (the “International Business Transaction”) the entities that operate Hain Celestial’s International business in the United Kingdom, Ireland and Europe, including 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.
The aggregate net cash proceeds to be realized, after transaction expenses and taxes and including cash to be distributed from the International Business prior to closing, are expected to be between £225.1 million and £228.8 million, or between approximately $305.0 million and $310.0 million. Upon closing of the International Business Transaction, the Company would use the net proceeds to reduce the Company’s indebtedness. The foregoing U.S. Dollar figures are based on current foreign exchange rates and are subject to change based on foreign exchange rates in effect at the time the International Business Transaction closes.
Consummation of the International Business Transaction is subject to regulatory approvals and the Company and its lenders entering into an amendment of the Company’s credit agreement, which currently has a maturity date of December 22, 2026, to extend such maturity date by not less than nine months. If the credit agreement amendment is not entered into by October 12, 2026, the Purchasers may terminate the Purchase Agreement.
The Company remains in active discussions with its lenders to reach an agreement on an amendment of the Company’s credit agreement that would satisfy the closing condition for the International Business Transaction. While there can be no assurance that a credit agreement amendment will be obtained, the Company’s Board of Directors believes that extending the maturity date and completing the International Business Transaction would be in the best interests of the Company and its stakeholders.
See Note 1, Description of the Business and Basis of Presentation, under the heading “Strategic Review—International Business Transaction” in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
During the first quarter of fiscal year 2024, the Company began a multi‑year restructuring program (the “Restructuring Program”) to improve profitability and support future growth. Cumulative pretax charges associated with the Restructuring Program are expected to be $135 million - $145 million, which represents an increase of $20 million from the previously reported range, primarily due to incremental restructuring actions expected to be incurred in connection with the International Business Transaction. Substantially all of the incremental $20 million in charges are expected to be cash charges, with approximately 70% of the charges expected to be incurred in fiscal year 2027 and the remaining 30% expected to be incurred in fiscal year 2028. Annualized pretax savings from this incremental portion of the Restructuring Program are expected to be approximately $16 million. As a result, the Restructuring Program is expected to conclude by fiscal year 2028, instead of the previously communicated completion date of fiscal year 2027. See Note 1, Description of the Business and Basis of Presentation, under the heading “Strategic Review—International Business Transaction” in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
During the fiscal year 2026 we incurred charges totaling $27.3 million associated with actions under the restructuring program, including employee-related costs, contract termination costs, asset write-downs, and other transformation-related expenses. To date, we incurred $113.3 million of restructuring charges, of these charges, $35.3 million were non-cash.
During the first quarter of fiscal year 2024, we initiated a multi-year growth, transformation and restructuring program (the “Restructuring Program”) intended to drive shareholder returns. The savings initiatives impact our reportable segments and Corporate and Other. The program is intended to optimize our portfolio, improve underlying profitability and increase our flexibility to invest in targeted growth initiatives, brand building and other capabilities critical to delivering future growth.
Implementation of the Restructuring Program is expected to be completed by the end of the 2027 fiscal year. Cumulative pretax charges associated with the Restructuring Program are expected to be $100 million - $110 million comprised of contract termination costs, asset write-downs, employee-related costs and other transformation-related expenses, which represents an increase of $10 million from the previously reported range. For the fiscal years ended June 30, 2025 and June 30, 2024, we incurred pretax charges of $26 million and $60 million, respectively, associated with the Restructuring Program.
As part of the Restructuring Program, the Company completed the sale of three non-core brands and our investment in a joint venture during fiscal 2024 and fiscal 2025. We also announced the exit of the Yves Veggie Cuisine® plant-based business in Canada, which is expected to be completed in the second quarter of fiscal 2026. We initiated actions to consolidate our personal care manufacturing footprint and exit our non-strategic joint venture in India, which were substantially completed in the first quarter of fiscal 2025. The Company also initiated actions to: (i) simplify its distribution footprint in the U.S.; (ii) rationalize certain product categories for greater capacity utilization, cost reduction and margin expansion; and (iii) reduce office space. Annualized pretax savings are expected to be $130 million - $150 million. The gross savings to date reflect operating model savings, productivity delivery and benefits from revenue growth management initiatives, offset by volume deleveraging and input cost inflation.
CEO Succession
On May 7, 2025, the Company announced that Ms. Davidson departed as President and Chief Executive Officer and as a member of the Board effective May 6, 2025. The Hain Board is executing its leadership succession plan to identify the Company’s next CEO. The Board has a transition plan in place and has appointed Alison E. Lewis, a member of the Board since September 2024, as Interim President and CEO.
Macroeconomic conditions continue to reflect inflation volatility, changes in interest rates, evolving fiscal and monetary policies, global supply chain challenges, and changes in U.S. and international trade restrictions and tariffs. In addition, ongoing geopolitical tensions, including the conflict involving Iran that began in February 2026, have contributed to volatility in energy and commodity markets and increased uncertainty across the global economy.
These conditions have affected, and may continue to affect, fuel, transportation, logistics, and other input costs, as well as consumer spending patterns in certain markets. While the Company has not experienced a material disruption to its operations as a result of these developments, prolonged or escalating geopolitical and macroeconomic pressures could adversely impact costs, supply chain efficiency, demand trends, liquidity, and operating results. The Company continues to monitor the evolving macroeconomic and geopolitical environment and, where appropriate, implement measures to mitigate potential impacts on its business.
The duration and intensity of inflation fluctuations, alterations in consumer shopping and consumption patterns, and shifts in geopolitical events, such as the ongoing Russia-Ukraine conflict, have led and may continue to lead to increased supply chain expenses and other business impacts. Moreover, our industry has experienced and is anticipating the possibility of further increased supply chain challenges, input cost increases and consumer and economic uncertainty as a result of U.S. government tariffs and the imposition of any counter-tariffs. We continually assess the nature and extent of these potential and evolving impacts on our business, consolidated operational results, liquidity, and capital resources.
Net sales in fiscal 20252026 were $1.56$1.35 billion, a decrease of $176.5$206.4 million, or 10.2%,13.2%, from net sales of $1.74$1.56 billion in fiscal 2024.2025, primarily due to a decline in the North America reportable segment. Results for fiscal 20252026 included an unfavorable impact of $87.1$208.2 million, or 4.4%,12.6%, related to divestitures, held for sale businesses, discontinued brands and exited product categories and a favorable impact of $11.6$29.6 million, or 0.7%,1.9%, from foreign exchange, as compared to the prior year. Organic net sales, defined as net sales adjusted to exclude the impact of acquisitions, divestitures, held for sale businesses, discontinued brands, exited product categories and foreign exchange, decreased $101.0$27.8 million, or 6.5%,2.5%, from the prior year. The decrease in each of net sales and organic net sales was primarily due to declinesdecline in boththe International reportable segment, partially offset by growth in the North America and International reportable segments.segment. Additionally, the decrease in organic net sales was comprised of a 4.9%3.2% decrease in volume/mixmix, andpartially offset by a 1.6%0.7% decreaseincrease in price. Further details of changes in net sales by segment are provided below in the Segment Results section.
Gross profit in fiscal 2026 was $272.1 million, a decrease of $61.9 million, or 18.5%, from $334.1 million in fiscal 2025. Gross profit margin decreased to 20.1% from 21.4%, a decline of 130 basis points, primarily due to weaker performance in the International segment. While North America gross profit declined because of lower sales volume, including the impact of the North American Snacks Transaction, and an unfavorable product mix, these impacts were more than offset by pricing actions and trade efficiencies, resulting in a 120-basis-point improvement in North America gross margin to 22.9%. In contrast, the International segment experienced lower gross profit due to cost inflation and reduced sales volume, partially offset by productivity savings, which drove the overall decline in consolidated gross margin.
Gross profit in fiscal 2025 was $334.1 million, a decrease of $46.8 million, or 12.3%, from $380.8 million in fiscal 2024. Gross profit margin was 21.4% of net sales, compared to 21.9% in the prior year. The decrease in gross profit was driven primarily by the North America reportable segment, mainly due to volume and mix softness along with higher trade spend and inflation, partially offset by productivity improvements. Gross profit also decreased in the International reportable segment mainly due to inflation and volume and mix softness, partially offset by productivity and pricing.
Selling, general and administrative expenses were $248.0 million in fiscal 2026, a decrease of $23.8 million, or 8.8%, from $271.8 million in fiscal 2025. The decrease was primarily due to a reduction in SG&A associated with the disposition of the North American Snacks Business in February 2026 and continued overhead reduction actions.
Selling, general and administrative expenses were $271.8 million in fiscal 2025, a decrease of $18.3 million, or 6.3%, from $290.1 million in fiscal 2024. The decrease was primarily due to lower broker expenses, employee-related expenses and professional fees.
As a result of a significant reduction in actual and projected performance and cash flows, as well asDuring the continued decline in the Company’s market capitalization in fiscal 2025,year ended June 30, 2026, the Company completedrecognized quantitativeaggregate non-cash goodwill impairment testscharges forof goodwill$193.2 ascribedmillion related to allits itsU.S., U.K., and Western Europe reporting unitsunits. atDuring various times throughoutthe fiscal 2025.year Consequently,ended June 30, 2025, the Company recorded aggregate non-cash goodwill impairment charges of $357.7 million within the North America segment related to suchits U.S. and Canada reporting units and $71.2 million within the International segment related to its U.K. reporting unit. See Note 9, Goodwill and Other Intangible Assets, and Note 15, Fair Value Measurements, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
Intangibles and Long-Lived Asset and Intangibles Impairment
During the fiscal year ended June 30, 2025,2026, the Company recognized aggregate non-cash impairment charges of $66.9$27.4 million, including (i) $37.8$14.6 million related to SensibleHartley’s® Portionsjelly, Spectrum®, Belvedere™culinary , Imagine®, Health Valley®,oils, and certainEarth’s North America personal care intangible assets (Avalon OrganicsBest® andOrganic JASON®)tradenames and (ii) a $26.8$11.2 million charge primarily related to the personal care assets held for sale. See Note 4, Assets and Liabilities Held for Sale, Note 9, Goodwill and Other Intangible Assets and Note 16,15, Fair Value Measurements, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
During the fiscal year ended June 30, 2024,2025, the Company recognized aggregate non-cash impairment charges of $76.1$66.9 million, including (i) $44.6$37.8 million primarily related to ParmCrispsSensible Portions®, ThinstersBelvedere™, Imagine®, JoyaHealth Valley®, Happy™, and certain North America personal care intangible assets (Alba Botanica®, Avalon Organics®, and JASON®) and (ii) a $20.7$26.8 million charge primarily related to our Bell, CA production facility in the Northpersonal Americacare reportableassets segment.held for sale. See Note 7,4, Property, PlantAssets and Equipment,Liabilities Net,Held for Sale, and Note 9, Goodwill and Other Intangible Assets, and Note 16, Fair Value Measurements, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Productivity and transformation costs remained relatively flat at $22.0 million in fiscal 2026, compared to $21.5 million in fiscal 2025.
Productivity and transformation costs were $21.5 million in fiscal 2025, a decrease of $6.2 million or 22.4% from $27.7 million in fiscal 2024. The decrease primarily reflected a reduction in restructuring costs incurred in connection with the Restructuring Program.
Productivity and transformation costs of $21.5$22.0 million in fiscal 20252026 were primarily comprised of consultancy and employee-related costs in the amount of $13.2$10.6 million and $8.3$10.9 million, respectively. See Note 19,18, TransformationRestructuring Program, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Amortization of acquired intangibles was $10.8 million in fiscal 2026, an increase of $4.3 million, or 66.8%, from $6.5 million in fiscal 2025. Effective April 1, 2026, as part of its annual impairment testing and in connection with the ongoing strategic review and business strategy to focus on simplifying the organization and its portfolio, the Company changed the estimated useful life of its remaining intangible assets from indefinite to definite.
Amortization of acquired intangibles was $6.5 million in fiscal 2025, an increase of $0.7 million, or 12.0%, from $5.8 million in fiscal 2024. The increase was due to the fact that during the fourth quarter of fiscal 2024, personal care tradenames and MaraNatha® and HappyTM and Joya® trademarks were reclassified from indefinite to definite-lived and ascribed a useful life of 10 years.
Interest and other financing expense, net totaled $51.3$57.0 million in fiscal 2025,2026, aan decreaseincrease of $6.0$5.7 million, or 10.4%,11.1%, from $57.2$51.3 million in the prior year. The decreaseincrease 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 and the impact of a reduction in borrowing rates compared to the prior year.year period. See Note 11, Debt and Borrowings, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Other expense, net was $46.3 million in fiscal 2026, compared to $0.9 million in the prior year. The change was primarily due to the recognition of a pretax loss of $50.8 million on the sale of North American Snacks Business in fiscal 2026. See Note 5, Dispositions, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
Other expense, net was $0.9 million in fiscal 2025, compared to $4.1 million in the prior year. Other expense, net in fiscal 2025 reflected a $5.4 million pretax gain from the sale of the Company’s minority equity interest in Chop’t Creative Salad Company LLC, predecessor to Founders Table, and a $1.6 million pretax gain on the sale of assets related to the Company’s former Bell, CA production facility. These gains were partially offset by a $3.9 million pretax loss recognized on the sale of ParmCrisps® .and net foreign currency losses. Other expense, net in fiscal 2024 primarily reflected losses on the dispositions of Thinsters® cookie business and Queen Helene® brand, partially offset by net foreign currency gains. See Note 5, Dispositions and Note 15, Investments, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
(Benefit) Provision (benefit) for Income Taxes
The provision (benefit) provision for income taxes includes federal, foreign, state and local income taxes. Our income tax benefit was $2.2 million for fiscal 2026 compared to an expense wasof $15.3 million for fiscal 2025 compared to a benefit of $7.8 million for fiscal 2024.2025. Income tax in fiscal 20252026 reflected current tax on operations in certain jurisdictions and an increase in the accrual for uncertain tax positions, partially offset by a release in the valuation allowance against certain deferred tax assets.positions. We did not record income tax benefits for losses incurred in certain jurisdictions, as it is not more likely than not that we will utilize such benefits due to the combination of our history of pretax losses and our inability to carry forward or carry back tax losses or credits.
The effective income tax rate was a benefit of 0.7% and an expense of 3.0% and a benefit of 9.7% for the fiscal year ended June 30, 20252026 and 2024,2025, respectively. The effective income tax rate for the year ended June 30, 20252026 was primarily impacted by the recognition of a valuation allowance as a result of the reduction in deferred tax liabilities due to the above-noted impairment charges on intangible assets and recognition of uncertain tax positions.assets.
The effective income tax rate for the year ended June 30, 20242025 was primarily impacted by the recognition of a valuation allowance against deferred tax assets.assets as a result of the reduction in deferred tax liabilities due to the above-noted impairment charges on intangible assets and recognition of uncertain tax positions.
Our equity in the net loss from our equity method investments for fiscal 20252026 was $1.8a loss of $0.4 million compared to $2.6a $1.8 million loss for fiscal 2024. See Note 15, Investments, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.2025.
Our consolidated Adjusted EBITDA was $113.8$89.0 million and $154.5$113.8 million for fiscal 20252026 and 2024,2025, respectively, as a result of the factors discussed above. See Reconciliation of Non-U.S. GAAP Financial Measures to U.S. GAAP Measures following the discussion of our results of operations for definitions and a reconciliation of our net incomeloss to Adjusted EBITDA.
Our net sales in the North America reportable segment for fiscal 20252026 were $888.6$685.1 million, a decrease of $166.9$203.6 million, or 15.8%,22.9%, includingprimarily andue unfavorableto impact of $85.2$204.6 million, or 6.4%,23.1%, related to divestitures, held for sale businesses, discontinued brands and exited product categories, as compared to the prior year. Organic net sales decreasedwere $79.6effectively million,flat oryear-over-year, 9.2%,as togrowth $788.9in millionmeal frompreparation $868.5and millionbeverages categories was offset by lower sales in the priorbaby year.& kids category.
The decrease in net sales was primarily due to lower sales in the snacks category, reflecting the disposition of the North American Snacks business in February 2026 and, to a lesser extent, declines in the meal preparation and personal care categories.
The decrease in net sales was primarily due to lower sales in the snacks, meal preparation and personal care categories. The decrease in organic net sales was largely attributable to softness in the snacks category, as a result of velocity challenges and distribution losses, and to a lesser extent, by lower sales in the meal preparation category. The decline in meal preparation was primarily driven by softness in oils and nut butters, partially offset by growth in yogurt.
Adjusted EBITDA in fiscal 20252026 was $65.5$61.2 million, a decrease of $33.2$4.2 million from $98.7$65.5 million in fiscal 2024.2025. The decrease was primarily related to volume/mix and mixcost softness along with higher trade spend,inflation, partially offset by productivity initiatives and ainitiatives, reduction in selling, general, and administrative expenses, mainly due to lower selling expenses and employee-relatedimproved costs.pricing. Adjusted EBITDA margin was 7.1%,8.9%, a 200-basis160-basis point decreaseincrease from the prior year.year, primarily reflecting the improved Adjusted EBITDA margin following the sale of the North American Snacks business.
Net sales in the International reportable segment for fiscal 20252026 were $671.2$668.4 million, a decrease of $9.6$2.8 million, or 1.4%,0.4%, including a favorable impact of $13.7$29.4 millionmillion, or 2.0%4.4% related to foreign exchange, as compared to the prior year. Organic net sales decreased $21.4$28.5 million, or 3.2%,4.3%, to $654.7$633.4 million from $676.1$671.2 million in fiscal 2024.2025.
The decrease in net sales for fiscal 20252026 was primarily driven by lower sales in the beveragebaby & kids and snacks categories, partially offset by growth in the beverages and meal preparation categories. Organic net sales also declined, mainly due to softness in the baby & kids and meal preparation and beverages categories. The declinedecrease in mealthe preparationbaby & kids category was primarily driven by lowercontinued salesindustry-wide volume softness in meat-freepurees andin the U.K. The decrease in the meal preparation category was due to a decline in private label spreads and drizzles,drizzles partiallyas offseta byresult growthof incontract soups in the United Kingdom. The decline in beverages was primarily driven bylosses, softness in privatemeat labelalternatives non-dairyand beverageweak insoup Westernperformance Europe.across brands.
Adjusted EBITDA in fiscal 20252026 was $86.0$63.5 million, a decrease of $9.0$22.5 million from $95.0$86.0 million in fiscal 2024.2025. The decrease was primarily driven by cost inflation and volume and mix softness, partially offset by productivity savings and pricing. Adjusted EBITDA margin was 12.8%,9.5%, a 120-basis330-basis point decrease from the prior year.
The decrease in Corporate and Other expensesAdjusted EBITDA primarily reflected lowera consultingreduction chargesin and employee-relatedcompensation-related expenses. Refer to Note 21,20, Segment Information, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K for additional details.
We finance our operations and growth primarily with the cash flows we generate from our operations and from borrowings available to us under our Credit Agreement (as defined below). We believe that our cash flows from operations and borrowing capacity under our Credit Agreement will be adequate to meet anticipated operating and other expenditures through its maturity date. However, the Credit Agreement matures in December 2026, and the Company continues to engage with lenders and other third parties regarding refinancing, an extension of the maturity date, and potential capital raising or other strategic transactions. There can be no assurance that these efforts will be successful or completed on acceptable terms, or at all. Any default by us under the credit agreement, including our failure to repay in full the Credit Agreement at or prior to maturity, could have a material adverse effect on our business and financial condition, including being forced to seek relief under federal bankruptcy laws or to pursue a restructuring, wind-down, or liquidation, and holders of our common stock could experience a significant or complete loss of their investment. Please refer to the risk factor “Any default under our credit agreement or inability to refinance our indebtedness could have significant consequences” set forth in Part I, Item 1A, “Risk Factors” and Note 11, Debt and Borrowings, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
We finance our operations and growth primarily with the cash flows we generate from our operations and from borrowings available to us under our Credit Agreement (as defined below). We believe that our cash flows from operations and borrowing capacity under our Credit Agreement (as defined below) will be adequate to meet anticipated operating and other expenditures for the foreseeable future. See Note 11, Debt and Borrowings, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
On December 22, 2021, the Company entered into a Fourth Amended and Restated Credit Agreement (as subsequently amended, the “Credit Agreement”). The Credit Agreement originally provided for senior secured financing of $1,100.0 million in the aggregate, consisting of (1) $300.0 million in aggregate principal amount of term loans (the “Term Loans”) and (2) an $800.0 million senior secured revolving credit facility (which includes borrowing capacity available for letters of credit, and was originally comprised of a $440.0 million U.S. revolving credit facility and $360.0 million global revolving credit facility) (the “Revolver”). Both the Revolver and the Term Loans mature on December 22, 2026. The Company’s obligations under the Credit Agreement are guaranteed by certain existing and future domestic subsidiaries of the Company and are secured by liens on assets of the Company and its material domestic subsidiaries, including the equity interest in each of their direct subsidiaries and intellectual property, subject to agreed-upon exceptions. 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.
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. On August 22, 2023, the Company entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement. 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 until 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. As of June 30, 2025, the Company’s consolidated secured leverage ratio, consolidated leverage ratio and consolidated interest coverage ratio were 4.69:1.00, 4.69:1.00 and 2.93:1.00, 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 accounting principles generally accepted in the U.S. (“GAAP”). Please refer to the Credit Agreement and amendments filed as exhibits to this Form 10-K for further information related to the calculation thereof. For risks related to our indebtedness and compliance with these covenants, please refer to the risk factor “Any default under our credit agreement or inability to refinance our indebtedness could have significant consequences” set forth in Part I, Item 1A, “Risk Factors” of this Form 10-K.
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.
On MayAugust 5,22, 2025,2023, the Company entered into a ThirdSecond Amendment (the “ThirdSecond Amendment”) to the Credit Agreement. Pursuant to the ThirdSecond Amendment, the Company’s maximum consolidated secured leverage ratio was amended to be 4.755.00:1.00 foruntil the quarter ending JuneSeptember 30, 20252023, through5.25:1.00 (anduntil including) the quarter ending MarchDecember 31, 2026,2023, 4.505.00:1.00 foruntil theDecember quarter31, ending June 30, 2026,2024, and 4.25:1.00 forthereafter. theThe quarterCompany’s endingmaximum Septemberconsolidated 30,leverage 2026ratio remained at 6.00:1.00, and thereafter.its minimum consolidated interest coverage ratio remained at 2.75:1.00.
What changed in the latest 10-Q
Risk Factors
There have been no material changes from the discussion of the material factors contained in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, filed with the SEC on September 15, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “** Percentage is not meaningful due to significantly lower number or nil value in the comparative period.”
New heading “Comparison of Nine Months Ended March 31, 2026 to Nine Months Ended March 31, 2025”
New heading “** Percentage is not meaningful due to significantly lower number or nil value in the comparative period.”
New heading “(b) Represents a receivable under the Company’s R&W insurance related to one of our prior acquisitions, which was collected on January 2, 2026.”
Removed heading “Comparison of Six Months Ended December 31, 2025 to Six Months Ended December 31, 2024”
Removed heading “* Percentage is not meaningful due to one or more numbers being negative.”
Removed heading “Represents receivable under the Company’s R&W insurance related to one of our prior acquisitions, which was collected on January 2, 2026.”
Largest changes
“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. …”see in full comparison
“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. …”see in full comparison
“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. …”see in full comparison
“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 in full comparison
“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.”see in full comparison
In performing the quantitative tests for thesee in full comparisonU.S.U.K., Western Europe andU.K.,Ella’s Kitchen UK reporting units, the fair values were estimated using a blended approach of the Discounted Cash Flow (“DCF”) method income approachasandsuchthemethodGuidelinewasPublicdeterminedCompanytoMethodologybe more representative of future performance from a(“GPCM”) marketparticipant point of view.approach. As ofDecemberMarch 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, 2025,2026, the U.K. reporting unit’s carrying amount exceeded its estimated fair value of$270,525,$227,121, resulting in the recognition of a non-cash impairment charge of$81,413$31,018 to reduce the carrying value of the U.K. reporting unit goodwill to$32,331.nil. The U.K. reporting unit’s impairmentchargecharges reflectedthea decline in sales volumedeclineand further compression in Adjusted EBITDA that the Company continued to experience.TheAggregatediscountgoodwillrateimpairmentinchargesbothassociatedquantitative tests also reflected an increase inwith thesmallU.K.stockandpremiumU.S.relatedreportingtounitsaweredecline$112,431inand $38,495, respectively for theCompany’sninemarketmonthscapitalization.ended March 31, 2026.
Full comparison: every changed paragraph (149)
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 DecemberMarch 31, 20252026 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”), 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,beverages, yogurt, baby/kids, beverageskids 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 GardenCelestial Veggie Snacks™, TerraSeasonings® chips,teas, GardenThe ofGreek Eatin’Gods® snacks,yogurt, Hartley’s® jelly, Earth’sEarth's Best® Organic and Ella’s Kitchen® baby and kid’skids foods, Celestial Seasonings® teas, Joya® and Natumi® plant-based beverages, The Greek GodsHartley’s® yogurt,jelly, as well as Cully & Sully®, Yorkshire Provender®, and New Covent Garden® and Imagine® soups, among others.
As part of this review, on JanuaryFebruary 30,27, 2026, we completed the Companysale entered(the into“Transaction”) aof definitive agreement to sell itsour 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”) forand $115,000received $111.2 million in cash, subjectreflecting tothe total purchase price of $115.0 million less the holdback of an estimate for a customary inventory adjustmentadjustment, (which is subject to finalization following the “Transaction”).closing. TheWe Company will useused the net proceeds of $101.1 million from the Transaction to pay down debt. The Transaction, which is expected to close in February 2026,Transaction represents an important first step in the Company’sour broader strategic review, as it will reducereduced leverage while enabling the Companyus 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.
Cumulative pretax charges associated with the Restructuring Program are expected to be $115 million - $125 million which represents an increase of $15 million from the previously reported range, primarily due to incremental restructuring actions expected to be incurred in connection with the sale of the North American Snacks Business. The Restructuring Program is expected to conclude by fiscal year 2027. For the three and sixnine months ended DecemberMarch 31, 2025,2026, we incurred pretax charges of $3.8$4.8 million and $17.3$22.1 million respectively, associated with the Restructuring Program, compared to approximately $7.3$7.7 million and $12.7$20.4 million respectively, in the corresponding periods of the prior year.
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.
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 DecemberMarch 31, 20252026 to Three Months Ended DecemberMarch 31, 20242025
The following table compares our results of operations, including as a percentage of net sales, on a consolidated basis, for the three months ended DecemberMarch 31, 20252026 and 20242025 (dollars in thousands, other than per share amounts and percentages, which may not add due to rounding):
** Percentage is not meaningful due to significantly lower number or nil value in the comparative period.
Net sales for the three months ended DecemberMarch 31, 20252026 were $384.1$338.4 million, a decrease of $27.4$52.0 million, or 6.7%,13.3%, including ana unfavorable impactreduction of $10.2$48.3 million, or 2.2%,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 $9.0$12.5 million, or 2.2%,3.2%, 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, held for sale businesses, discontinued brands and exited product categories, decreased $26.2$16.2 million, or 6.7%,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 was comprised of a 9.0% decrease in volume/mix, partially offset by a 2.0% increase in price. Further details of changes in net sales by segment are provided below in the Segment Results section.
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 DecemberMarch 31, 20252026 was $74.4$70.4 million, a decrease of $19.0$14.3 million, or 20.3%,16.8%, as compared to the prior year quarter.period. Gross profit margin of 20.8% for the three months ended DecemberMarch 31, 20252026 was 19.4%lower when compared with 22.7%21.7% in the prior year quarter.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, costpartially inflationoffset andby unfavorablefavorable fixedpricing. costThe absorption,decline in the International reportable segment was mainly driven by lower sales volume, 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.savings.
Selling, general and administrative expenses were $60.9$59.1 million for the three months ended DecemberMarch 31, 2025,2026, a decrease of $9.3$3.9 million, or 13.2%,6.1%, from $70.2$62.9 million for the prior year quarter. The decrease was primarily duedriven toby lower compensation-related expenses and non-employee-related cost discipline, as the Company continued to implement overheada reduction actions.in employee-related expenses.
During the three months ended DecemberMarch 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 recognizedrecorded aggregate non-cash goodwill impairment charges of $119.9 million related to its U.S. and U.K. reporting units. During the three months ended December 31, 2024, the Company recorded a non-cash goodwill impairment charge of $91.3$110.3 million within the North America segment related to its U.S. and Canada reporting unit.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 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 $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.
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 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.
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.
AmortizationOperating of acquired intangibles was $1.2 millionloss for the three months ended DecemberMarch 31, 2025,2026 awas decrease$42.1 million compared to operating loss of $0.6 million from $1.8$121.1 million in the prior year quarter.quarter as a result of the items described above.
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 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 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 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 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. GAAP Financial Measures to U.S. GAAP Measures following the discussion of our results of operations for definitions and a reconciliation of our net loss to Adjusted EBITDA.
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:
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. 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.
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 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.
The increase in Corporate and Other expenses primarily due to timing of incentive reserves.
Comparison of Nine Months Ended March 31, 2026 to Nine Months Ended March 31, 2025
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):
** 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 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 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 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 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.
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. and U.K. reporting units. 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.
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 $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 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 was $25.9 million for the threenine months ended DecemberMarch 31, 20252026 on account of the recognition of a Representation & Warranty (“R&W”) insurance receivable related to a prior acquisition.acquisition, which was collected on January 2, 2026.
Operating loss for the threenine months ended DecemberMarch 31, 20252026 was $98.8$147.8 million compared to $91.9$209.9 million in the prior year quarterperiod as a result of the items described above.
Interest and other financing expense, net totaled $15.7$45.1 million for the threenine months ended DecemberMarch 31, 2025,2026, an increase of $2.9$6.7 million, or 22.4%,17.3%, from $12.8$38.4 million in the prior year quarter.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.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 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.
HAIN insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding HAIN (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 4,867,461 | $2.7M | 0.0% | Added 50% |
| Two Sigma Investments | 2026-06-30 | 2,701,937 | $1.5M | 0.0% | Reduced 4% |
| Millennium Management (Israel Englander) | 2026-06-30 | 541,410 | $303.3K | 0.0% | New position |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 277,455 | $155.4K | 0.0% | New position |
| Renaissance Technologies | 2026-06-30 | 250,400 | $140.3K | 0.0% | Added 16% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 28,005 | $15.7K | 0.0% | New position |