The Hain Celestial Group, Inc. files SEC reports that document operating and financial results, material-event disclosures, governance actions and capital-structure matters for its health and wellness packaged-food business. Recent Form 8-K filings furnish quarterly results and related press releases, including disclosures on sales trends, cash generation, debt reduction and segment activity.
Hain Celestial’s filings also record completed asset-disposition activity for its North American Snacks business, related pro forma financial information and material agreements. Other disclosures cover executive appointments, compensation and retention arrangements, shareholder and board matters, common stock listing status, and Nasdaq listing-compliance notices.
The Hain Celestial Group transferred its common-stock listing from Nasdaq Global Select Market to Nasdaq Capital Market at the opening of business on September 24, 2026, after Nasdaq approved the transfer. The move followed a minimum-bid-price deficiency triggered when the stock’s closing bid price was below $1.00 for 30 consecutive business days. Nasdaq determined the company is eligible for an additional 180-calendar-day compliance period, through March 22, 2027, to regain compliance. If the closing bid is at or above $1.00 per share for at least ten consecutive business days during that period, Nasdaq says it will confirm compliance in writing and close the matter.
Hain Celestial said it may effect a reverse stock split if necessary and cautioned that it cannot assure it will regain or maintain compliance. Senior Vice President, Chief Accounting Officer and principal accounting officer Michael J. Ragusa intends to resign effective November 1, 2026, to pursue another opportunity. Chief Financial Officer Lee A. Boyce will assume the principal accounting officer role upon Ragusa’s departure.
HAIN CELESTIAL GROUP INC (HAIN) reported significantly weaker fundamentals for the year ended June 30, 2026, highlighted by substantial doubt about its ability to continue as a going concern due to about $558.0 million of debt maturing on December 22, 2026 and cash of $58.1 million.
Net sales fell to $1.35 billion from $1.56 billion, while the net loss narrowed to $304.9 million from $530.8 million, driven partly by lower but still large non‑cash impairments, including $193.2 million of goodwill and $27.4 million of other long‑lived and intangible asset impairments, plus a $25.9 million insurance recovery.
The company completed the sale of its North American Snacks business, using $101.1 million of net proceeds to reduce debt, and agreed to sell its International business for expected net cash of $305–310 million to further pay down borrowings, but still anticipates significant remaining obligations and must obtain a credit agreement maturity extension by October 12, 2026 for that sale to close.
HAIN CELESTIAL GROUP INC (HAIN) agreed to sell its International business in the U.K., Ireland and Europe, including brands such as Ella’s Kitchen, Joya, Natumi and Hartley’s, to AURELIUS affiliates for an estimated £238.5 million (about $323.2 million), with expected net cash proceeds of £225.1–£228.8 million (about $305–$310 million).
The company plans to use the proceeds to reduce debt, following a fiscal 2026 reduction in total debt to $558 million from $705 million and an increase in operating cash flow to $78 million from $22 million. Net sales for fiscal 2026 were $1.35 billion, down 13% year over year, with a net loss of $305 million and adjusted EBITDA of $89 million versus $114 million a year earlier.
Closing of the International sale is conditioned on regulatory approvals in several European countries and on obtaining by October 12, 2026 an amendment extending the December 22, 2026 credit agreement maturity by at least nine months; failure to secure the amendment would allow the buyer to terminate. After the sale, Hain Celestial expects to be a more focused North American business and is implementing cost reductions targeting about $16 million of annualized savings.
Hain Celestial Group Inc. is reported to have a significant shareholder group led by CastleKnight Master Fund LP and related entities, together with Aaron Weitman. They report beneficial ownership of 8,995,345 shares of common stock, representing 9.97% of the outstanding class as of June 30, 2026.
The reporting persons state they have shared voting and dispositive power over all 8,995,345 shares and no sole voting or dispositive power. They also include a disclaimer that each reporting person is deemed to beneficially own only to the extent of his or its pecuniary interest.
The Goldman Sachs Group, Inc., together with its subsidiary Goldman Sachs & Co. LLC, reports beneficial ownership of Hain Celestial Group, Inc. common stock on a Schedule 13G. The reporting persons disclose beneficial ownership of 5,225,157.27 shares, representing 5.8% of the common stock outstanding.
They report no sole voting or dispositive power and shared voting and shared dispositive power over 5,210,686.27 shares. The securities are held through Goldman Sachs & Co. LLC and other Goldman Sachs reporting units, which disclaim beneficial ownership over certain client and managed investment entity holdings as described in the disclosure.
Charles Schwab Investment Management Inc. filed an amended Schedule 13G reporting its beneficial ownership of Hain Celestial Group Inc. common stock as of June 30, 2026. The firm reports beneficial ownership of 3,162,966 shares, representing 3.5% of the outstanding common stock. It has sole power to vote and sole power to dispose of all these shares, with no shared voting or dispositive power, and characterizes its position as ownership of 5 percent or less of the class.
AQR Capital Management, LLC and its parent AQR Capital Management Holdings, LLC report beneficial ownership of Hain Celestial Group, Inc. common stock on a Schedule 13G. As of June 30, 2026, they beneficially owned 4,867,461 shares of Hain Celestial common stock, representing 5.39% of the outstanding class.
Both entities report shared voting power over 4,818,103 shares and shared dispositive power over 4,867,461 shares, with no sole voting or dispositive power. AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC, and the Schedule 13G is filed on behalf of both entities.
Vanguard Capital Management reports beneficial ownership of 4,543,772 shares of Hain Celestial Group Inc. common stock, representing 5.03% of the class as of June 30, 2026. Vanguard has sole voting power over 592,907 shares and sole dispositive power over all 4,543,772 shares, with no shared voting or dispositive power.
The position aggregates securities beneficially owned or deemed beneficially owned by Vanguard Capital Management LLC and certain affiliates and business divisions, including various Vanguard entities and funds over which they exercise voting and/or dispositive power. Dividends and sale proceeds are generally for the benefit of Vanguard-managed funds and accounts, and no other single person has more than a 5% interest in the reported securities.
BlackRock, Inc. filed Amendment No. 6 to a Schedule 13G reporting its passive ownership in HAIN CELESTIAL GROUP INC common stock. BlackRock reports beneficial ownership of 2,832,221 shares, representing 3.1% of the outstanding common stock.
BlackRock reports sole voting power and sole dispositive power over all 2,832,221 shares, with no shared voting or dispositive power. The filing notes this reflects securities beneficially owned by specified BlackRock business units and that ownership is now 5 percent or less of the class, with no other person holding more than five percent through these holdings.
The Hain Celestial Group received an amended Schedule 13G filing showing a March 31, 2026 ownership disclosure. Nantahala Capital Management, LLC and managers Wilmot B. Harkey and Daniel Mack report beneficial ownership of 8,528,789 shares, representing 9.37% of common stock. The filing states the shares are held by funds and separately managed accounts under Nantahala's control and that reporting persons have shared voting and dispositive power over those shares. Signatures certify the amendment on May 15, 2026.