Hain Celestial to sell European unit for £238m

Rhea-AI Filing Summary

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.

Positive

• Sale of International business to AURELIUS for ~£238.5 million (~$323.2 million) provides a sizable cash inflow and supports a strategic shift to a focused North American portfolio.
• Expected net cash proceeds of £225.1–£228.8 million (~$305–$310 million) are earmarked to reduce debt, supporting balance sheet de‑risking.
• Total debt fell to $558 million from $705 million over fiscal 2026, while net debt declined to $500 million from $650 million, indicating meaningful deleveraging ahead of the planned sale.
• Net cash from operations rose to $78 million from $22 million, and free cash flow improved to $58 million from a $3 million outflow, showing much stronger cash generation despite lower earnings.
• North America Q4 adjusted EBITDA rose 55% to $16 million with adjusted EBITDA margin expanding to 14.4%, reflecting improved profitability in the remaining core geography.

Negative

• Closing of the International sale depends on extending the December 2026 credit maturity by at least nine months with unanimous lender consent; failure to obtain the amendment by October 12, 2026 would permit the buyer to terminate the agreement.
• Fiscal 2026 net sales declined 13% to $1.35 billion and adjusted EBITDA fell to $89 million from $113.8 million, indicating weaker overall earnings power.
• Hain Celestial recorded a fiscal 2026 GAAP net loss of $305 million, following a $531 million loss the prior year, driven in part by $193 million of goodwill impairment and other charges.
• International segment profitability deteriorated, with fiscal 2026 adjusted EBITDA down to $63 million from $86 million and gross margin falling to 17.2%, highlighting pressure in the business being sold.
• Net secured leverage ratio was 4.5x at fiscal year-end under the credit agreement, signaling a still-elevated leverage level even after debt reduction and before the sale proceeds.

Filing Explained

As of June 30, 2026, $557,552 thousand of long-term debt was classified as current, while the proposed sale remained unclosed.

Form 8-K is the company’s material-event report; this filing records Hain’s signed agreement to sell its International business. The sale is at the agreement stage rather than completed, so the subsidiaries and related operations have not yet left Hain; if it closes, the proceeds would be used to reduce debt.

The agreement concerns the sale of operating entities, not an issuance of Hain common stock. Before closing, the sellers must operate the International business in the ordinary course and obtain the purchasers’ consent for certain actions; after closing, Hain expects to provide transition services.

At June 30, 2026, the balance sheet listed $557,552 thousand as the current portion of long-term debt and $58,078 thousand of cash. The filing therefore shows that the proposed debt reduction would follow a balance sheet carrying most reported debt in the current portion, rather than representing cash already received.

If the transaction closes, Wolfgang Goldenitsch, the company’s President, International, will cease to be an executive officer; the filing does not make that change effective before closing.

8-K Event Classification

5 items: 1.01, 2.02, 5.02, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Estimated gross sale price for International business: £238.5 million (approximately $323.2 million) Expected net cash proceeds from International sale: £225.1–£228.8 million (approximately $305–$310 million) Fiscal 2026 net sales: $1.35 billion +5 more

8 metrics

Estimated gross sale price for International business £238.5 million (approximately $323.2 million) International Business Transaction consideration including locked box ticker amount

Expected net cash proceeds from International sale £225.1–£228.8 million (approximately $305–$310 million) Proceeds after expenses and taxes, including pre-closing cash distributions

Fiscal 2026 net sales $1.35 billion Year ended June 30, 2026, down 13% from prior year

Fiscal 2026 net loss $305 million Year ended June 30, 2026, versus $531 million net loss in prior year

Fiscal 2026 adjusted EBITDA $89.0 million Year ended June 30, 2026, versus $113.8 million prior year

Net cash provided by operating activities $78.3 million Fiscal 2026, up from $22.1 million in fiscal 2025

Free cash flow $57.7 million Fiscal 2026, versus a $3.2 million outflow in fiscal 2025

Total debt and net debt at year-end $558.0 million total debt; $499.8 million net debt As of June 30, 2026, versus $704.8 million and $650.5 million respectively a year earlier

Key Terms

locked box ticker amount, organic net sales, adjusted EBITDA, free cash flow, +2 more

6 terms

locked box ticker amount financial

"plus an additional locked box ticker amount expected to be approximately £5.5 million"

organic net sales financial

"Organic net sales decreased 3% compared to the prior year"

Organic net sales represent the revenue generated from a company's core business activities, excluding the effects of acquisitions, divestments, or currency changes. It shows how well the company is growing through its existing products and services, similar to tracking how a plant grows from its own roots rather than by adding new plants. Investors use this measure to assess the true growth and health of a company's ongoing operations.

adjusted EBITDA financial

"Adjusted EBITDA was $89 million, compared to $114 million in the prior year"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

free cash flow financial

"Free cash flow was $58 million in fiscal 2026 compared to an outflow of $3 million"

Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.

net secured leverage ratio financial

"The company ended the fiscal fourth quarter with a net secured leverage ratio of 4.5x"

A measure of how much secured debt a company has relative to its ability to generate operating cash flow, calculated by taking secured debt minus readily available cash and dividing by a proxy for annual operating cash flow (commonly EBITDA). It matters to investors because it shows how heavily financed a company is with loans backed by assets — like comparing a mortgage balance after savings to your yearly paycheck — and signals credit risk, financial flexibility, and likelihood of meeting loan covenants.

Transitional Services Agreement regulatory

"expected to enter into a Transitional Services Agreement, pursuant to which Hain Celestial will provide certain transition services"

Earnings Snapshot

Net sales: $1.35 billion

Fiscal year ended June 30, 2026 and fiscal fourth quarter 2026

Net sales $1.35 billion -13% year-over-year

Net loss $305 million improved from $531 million net loss prior year

Adjusted EBITDA $89.0 million down from $113.8 million prior year

Net cash from operating activities $78.3 million up from $22.1 million prior year

Free cash flow $57.7 million improved from a $3.2 million outflow prior year

Q4 2026 net sales $263.1 million -28% versus Q4 2025

Q4 2026 adjusted EBITDA $18.7 million slightly down from $19.9 million in Q4 2025

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What business is HAIN (Hain Celestial) selling and for how much?

Hain Celestial 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, or about $323.2 million in cash.

How much cash will HAIN expect to receive from the International sale, and how will it be used?

Net cash proceeds from the International sale are expected to be £225.1–£228.8 million (about $305–$310 million). Hain Celestial states that, upon closing, it would use these proceeds to reduce the Company’s indebtedness.

What conditions must HAIN satisfy to close the International business sale?

Closing requires regulatory consents in the U.K., Austria, Ireland, Germany and Belgium, and an amendment to Hain’s credit agreement extending its December 22, 2026 maturity by at least nine months by October 12, 2026. If the amendment is not obtained by then, the purchaser may terminate.

How did HAIN’s fiscal 2026 financial performance compare to the prior year?

For fiscal 2026, Hain Celestial reported net sales of $1.35 billion, down 13% year-over-year, a net loss of $305 million versus a $531 million loss, and adjusted EBITDA of $89 million compared to $114 million in the prior year.

How did HAIN’s cash flow and debt levels change in fiscal 2026?

Net cash from operating activities increased to $78 million from $22 million, and free cash flow improved to $58 million from a $3 million outflow. Total debt declined to $558 million from $705 million, and net debt fell to $500 million from $650 million.

What is HAIN’s leverage position under its credit agreement?

At the end of fiscal 2026, Hain Celestial reported a net secured leverage ratio of 4.5x as calculated under its credit agreement, reflecting leverage levels before receiving any proceeds from the planned International business sale.

How did HAIN’s North America and International segments perform in fiscal 2026?

North America net sales were $685 million (down 23%), with adjusted EBITDA of $61 million. International net sales were $668 million (roughly flat), with adjusted EBITDA of $63 million. International margins declined, while North America adjusted EBITDA margin increased to 8.9%.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 06:54 AM Accepted by SEC EDGAR 09/14/2026 - 06:54 AM Learn about SEC filing dates

0000910406false00009104062026-09-122026-09-12

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 12, 2026

THE HAIN CELESTIAL GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			0-22818	22-3240619
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
221 River Street,
Hoboken, New Jersey				07030
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (516) 587-5000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.01 per share		HAIN		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 12, 2026, The Hain Celestial Group, Inc. (“Hain Celestial” or the “Company”), for itself and through certain of its wholly-owned subsidiaries (collectively, the “Sellers”), 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 Sellers (the “International Business Transaction”) the entities (the “Target 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 (collectively, the “International Business”).

The gross sale price for the International Business Transaction is £233.0 million, plus an additional locked box ticker amount expected to be approximately £5.5 million (depending on the date on which closing occurs) to compensate the Sellers for profits of the International Business during a specified period, for an estimated aggregate gross sale price of £238.5 million, or approximately $323.2 million. 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 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. 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.

Subject to the satisfaction of the closing conditions, the International Business Transaction is currently expected to close in the Company’s fiscal second quarter ending December 31, 2026.

The Purchase Agreement provides for customary covenants, including covenants requiring that the Sellers operate the International Business in the ordinary course and refrain from taking certain actions without the Purchasers’ consent during the period from the date of the Purchase Agreement to the closing of the International Business Transaction. The Purchase Agreement also contains customary warranties and undertakings of the Sellers, including warranties relating to the operation of the International Business, in each case subject to various materiality and other customary qualifiers. Additionally, the Purchasers’ recourse with respect to certain of the Sellers’ warranties is limited to recovery against a third-party warranty and indemnity insurance policy procured by the Purchasers. The Purchase Agreement also contains customary warranties and undertakings of the Purchasers, subject to materiality and other customary qualifiers.

The Target Entities to be sold in the International Business Transaction are:

United Kingdom:	Ella’s Kitchen (Brands) Limited, Ella’s Kitchen (IP) Limited, Hain Celestial UK Limited, Hain Frozen Foods UK Limited, S.Daniels Limited, Daniels Chilled Foods Limited, Hain Celestial (C&S) Limited, and Farmhouse Fare Limited
Ireland:	Hain Celestial Ireland Limited and Cully &Sully Limited
Austria:	FORMATIO Beratungs- und Beteiligungs GmbH, Mona Oberwart Produktions GmbH and Mona Naturprodukte GmbH
Germany:	Natumi GmbH and Mona Sojaland GmbH
Belgium:	Lima, - Natuurvoedingsbedrijf - Lima Manufacture D’Aliments Naturels BV

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

1

At the closing of the International Business Transaction, Hain Celestial is expected to enter into a Transitional Services Agreement, pursuant to which Hain Celestial will provide certain transition services for the benefit of the International Business for a period of time following the closing.

The foregoing summary has been included to provide information regarding the terms of the Purchase Agreement. It is not intended to provide any factual information about Hain Celestial, the other Sellers, the Target Entities, the Purchasers or their respective subsidiaries or affiliates. The Purchase Agreement contains representations and warranties that the Sellers, on one hand, and the Purchasers, on the other hand, made to and solely for the benefit of each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Purchase Agreement or contained in confidential disclosures provided by the parties. Some of those representations and warranties (i) may not be accurate or complete as of any specified date and are modified, qualified and created in important part by the underlying disclosures provided by the parties, (ii) may be subject to a contractual standard of materiality different from those generally applicable to stockholders or (iii) may have been used for the purpose of allocating risk between the parties to the Purchase Agreement rather than establishing matters as facts. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information. Stockholders are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or conditions of Hain Celestial, the other Sellers, the Target Entities or the Purchasers. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in Hain Celestial’s public disclosures.

Item 2.02 Results of Operations and Financial Condition.

On September 14, 2026, the Company issued a press release announcing financial results for its fourth quarter and fiscal year ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information contained in this Item 2.02 of this Current Report on Form 8-K (this “Report”), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Wolfgang Goldenitsch, the Company’s President, International, heads the International Business and will cease to be an executive officer of the Company if the International Business Transaction closes.

Item 7.01 Regulation FD Disclosure.

On September 14, 2026, Hain Celestial issued a press release announcing its entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.2 hereto.

2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Share Purchase Agreement, dated September 12, 2026, among The Hain Celestial Group, Inc., Ella’s Kitchen Group Limited, The Hain Daniels Group Limited, Hain Celestial Europe B.V., and HCGI U.S. Finance Co., LLC, as the Sellers, and Aurelius V AcquiCo Twenty Four Limited and AURELIUS V GER AcquiCo Six GmbH, as the Purchasers*
99.1		Press Release of The Hain Celestial Group, Inc. dated September 14, 2026 Announcing Financial Results for Its Fourth Quarter and Fiscal Year Ended June 30, 2026
99.2		Press Release of The Hain Celestial Group, Inc. dated September 14, 2026 Announcing Its Entry Into a Definitive Agreement for the Sale of Its International Business
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally to the U.S. Securities and Exchange Commission (the “SEC”) a copy of any omitted schedule or exhibit upon request by the SEC. Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.

Forward-Looking Statements

This Report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements. The words “believe,” “expect,” “anticipate,” “may,” “should,” “plan,” “intend,” “potential,” “will” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include, among other things, our beliefs or expectations relating to our future performance, results of operations and financial condition, including statements about our plans to sell the International Business, the expected timetable for completing the International Business Transaction, the outcome of our discussions with our lenders, our ability to create stakeholder value and the outcome of our strategic review.

Risks and uncertainties that may cause actual results to differ materially from forward-looking statements include our ability to satisfy the conditions to the closing of the International Business Transaction, which may include conditions outside of our control, the upcoming maturity of our credit agreement in December 2026 and our ability to secure an extension of the maturity date with our lenders, including that any such amendment requires the consent of all lenders and that the failure to obtain it within the required period would permit the Purchasers to terminate the Purchase Agreement and the other risks and uncertainties described in our most recent Annual Report on Form 10-K, our Annual Report on Form 10-K for fiscal 2026 expected to be filed today and our other filings from time to time with the SEC.

We undertake no obligation to update forward-looking statements to reflect actual results or changes in assumptions or circumstances, except as required by applicable law.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			THE HAIN CELESTIAL GROUP, INC.
Date:	September 14, 2026	By:	/s/ Lee A. Boyce
			Lee A. Boyce Chief Financial Officer

4

Exhibit 99.1

Hain Celestial Reports Fiscal Fourth Quarter and Fiscal Year 2026 Financial Results

Net cash provided by operations increased by approximately 250% year-over-year in fiscal 2026

HOBOKEN, N.J., Sept. 14, 2026 — The Hain Celestial Group, Inc. (Nasdaq: HAIN) (“Hain” or the “Company”), a leading global health and wellness company whose purpose is to inspire healthier living through better-for-you brands, today reported financial results for its fiscal fourth quarter and fiscal year ended June 30, 2026. In a separate press release issued today, the Company announced it has reached a definitive agreement to sell its International business.

“Fiscal 2026 was a pivotal year for Hain. We simplified our portfolio, reduced debt, significantly improved free cash flow and exited the year with improving momentum across the business. Our fourth quarter results reflected encouraging sequential improvement, including organic net sales growth in North America, gross margin and adjusted EBITDA margin expansion, and continued progress on productivity and cost discipline initiatives,” stated Alison Lewis, President and CEO.

Lewis continued, “Assuming we successfully complete the transaction announced today to sell our International business and that we reach an agreement with our lenders to extend of our December debt maturity, we would expect to become a more focused North American company with leading brands in attractive categories and a streamlined operating model.”

FINANCIAL HIGHLIGHTS*

Summary of Fiscal Fourth Quarter Results Compared to the Prior Year Period

•Net sales were $263 million, down 28% year-over-year, driven primarily by the divestiture of our North American snacks business.

oOrganic net sales decreased 2% compared to the prior year period.

▪The decrease in organic net sales was comprised of a 2-point decrease in volume/mix and flat pricing.

•Gross profit margin was 22.5%, a 200-basis point increase from the prior year period.

oAdjusted gross profit margin was 22.7%, a 230-basis point increase from the prior year period.

•Net loss was $62 million, compared to a net loss of $273 million in the prior year period.

oAdjusted net loss was $4 million, compared to adjusted net loss of $2 million in the prior year period.

•Adjusted EBITDA was $19 million, compared to $20 million in the prior year period.

•Loss per diluted share was $0.68, compared to a loss per diluted share of $3.06 in the prior year period.

oAdjusted loss per diluted share was $0.05, compared to adjusted loss per diluted share of $0.02 in the prior year period.

________________________________

*This press release includes certain non-GAAP financial measures, which are intended to supplement, not substitute for, comparable GAAP financial measures. Reconciliations of non-GAAP financial measures to GAAP financial measures and other non-GAAP financial calculations are provided in the tables included in this press release.

Summary of Fiscal Year 2026 Results Compared to the Prior Year

•Net sales were $1,353 million, down 13% year-over-year.

oOrganic net sales decreased 3% compared to the prior year.

▪The decrease in organic net sales was comprised of a 3-point decrease in volume/mix, partially offset by a 1-point increase in pricing.

•Gross profit margin was 20.1%, a 130-basis point decrease from the prior year.

oAdjusted gross profit margin was 20.5%, a 100-basis point decrease from the prior year.

•Net loss was $305 million, compared to a net loss of $531 million in the prior year.

oAdjusted net loss was $16 million, compared to adjusted net income of $8 million in the prior year.

•Adjusted EBITDA was $89 million, compared to $114 million in the prior year.

•Loss per diluted share was $3.36, compared to a loss per diluted share of $5.89 in the prior year.

oAdjusted loss per diluted share was $0.17, compared to adjusted earnings per diluted share of $0.09 in the prior year.

Cash Flow and Balance Sheet Highlights

•Net cash provided by operating activities was $11 million in the fiscal fourth quarter, compared to net cash used in operating activities of $3 million in the prior year period; net cash provided by operating activities was $78 million in fiscal 2026 compared to $22 million in the prior year.

•Free cash flow was $7 million in the fiscal fourth quarter, compared to an outflow of $9 million in the prior year period; free cash flow was $58 million in fiscal 2026 compared to an outflow of $3 million in the prior year.

•Total debt was $558 million at the end of the fiscal fourth quarter, down from $705 million at the beginning of the fiscal year.

•Net debt was $500 million at the end of the fiscal fourth quarter, compared to $650 million at the beginning of the fiscal year.

•The company ended the fiscal fourth quarter with a net secured leverage ratio of 4.5x as calculated under our credit agreement.

SEGMENT HIGHLIGHTS

The company operates under two reportable segments: North America and International.

	Net Sales
	Q4 FY26							Q4 FY26 YTD
	$ Millions			Reported Growth Y/Y	M&A/Exit Impact1	FX Impact	Organic Growth Y/Y	$ Millions			Reported Growth Y/Y	M&A/Exit Impact1	FX Impact	Organic Growth Y/Y
North America		112		-46%	-47%	0%	2%		685		-23%	-23%	0%	0%
International		151		-4%	-1%	1%	-4%		668		0%	0%	4%	-4%
Total		263		-28%	-26%	0%	-2%		1,353		-13%	-13%	2%	-3%
* May not add due to rounding
1 Reflects the impact within reported net sales growth of the following items that are excluded from organic net sales growth: net sales from divested brands (ParmCrisps®, Garden Veggie Snacks™, Terra® chips and Garden of Eatin'® snacks brands), held for sale businesses (Personal Care), discontinued brands, and exited product categories.

North America

Fiscal fourth quarter organic net sales increased by 2% year-over-year, primarily driven by growth in meal prep on strength in yogurt, partially offset by lower sales in baby & kids.

Segment gross profit was $34 million and adjusted gross profit was $35 million in the fiscal fourth quarter, representing decreases of 14% and 12%, respectively, from the prior year period. Gross margin was 30.6% and adjusted gross margin was 31.1%, representing increases of 1,140 and 1,190 basis points, respectively, from the prior year period. The increases in margin were primarily driven by an increase in volume / mix and productivity savings, partially offset by cost inflation.

Adjusted EBITDA in the fiscal fourth quarter was $16 million, an increase of 55% compared to the prior year period. The increase was driven primarily by SG&A reduction and productivity savings, partially offset by lower volume/mix and cost inflation. Adjusted EBITDA margin was 14.4% of net sales, a 940-basis point increase compared to the prior year period.

Fiscal 2026 organic net sales were effectively flat year-over-year, as growth in meal prep and beverages was offset by lower sales in baby & kids.

Segment gross profit was $157 million and adjusted gross profit was $162 million in fiscal 2026, representing decreases of 19% and 17%, respectively, from the prior year. Gross margin was 22.9% and adjusted gross margin was 23.7%, representing increases of 120 and 180 basis points, respectively, from the prior year. The increases in margin were primarily driven by productivity savings and pricing, partially offset by cost inflation.

Adjusted EBITDA in fiscal 2026 was $61 million, a decrease of 7% compared to the prior year. The decrease was driven primarily by lower volume / mix and cost inflation, partially offset by productivity savings, reduction in SG&A, and pricing. Adjusted EBITDA margin was 8.9% of net sales, a 160-basis point increase compared to the prior year.

International

Fiscal fourth quarter organic net sales decreased by 4% year-over-year, primarily driven by lower sales in meal prep and baby & kids, partially offset by growth in beverages.

Segment gross profit and adjusted gross profit in the fiscal fourth quarter were both $25 million, each representing a 28% decrease from the prior year period. Gross margin and adjusted gross margin were both 16.6%, each representing a 555-basis point decrease from the prior year period. The decreases in margin were primarily driven by cost inflation, partially offset by productivity savings.

Adjusted EBITDA in the fiscal fourth quarter was $12 million, compared to $21 million in the prior year period, a decrease of 41%. The decrease was primarily driven by cost inflation and lower volume/mix, partially offset by productivity savings. Adjusted EBITDA margin was 8.1% compared to 13.3% in the prior year period.

Fiscal 2026 organic net sales decreased by 4% year-over-year, primarily driven by lower sales in baby & kids and meal prep.

Segment gross profit and adjusted gross profit in fiscal 2026 were both $115 million, each representing an 18% decrease from the prior year. Gross margin and adjusted gross margin were both 17.2%, each representing a 380-basis point decrease from the prior year. The decreases in margin were primarily driven by cost inflation, partially offset by productivity savings.

Adjusted EBITDA in fiscal 2026 was $63 million, compared to $86 million in the prior year, a decrease of 26%. The decrease was primarily driven by cost inflation and lower volume / mix, partially offset by productivity savings and pricing. Adjusted EBITDA margin was 9.5% compared to 12.8% in the prior year.

CATEGORY HIGHLIGHTS

	Net Sales
	Q4 FY26							Q4 FY26 YTD
	$ Millions			Reported Growth Y/Y	M&A/Exit Impact1	FX Impact	Organic Growth Y/Y	$ Millions			Reported Growth Y/Y	M&A/Exit Impact1	FX Impact	Organic Growth Y/Y
Baby & Kids		52		-12%	-1%	0%	-11%		215		-11%	-1%	2%	-12%
Beverages		55		-1%	0%	1%	-2%		256		4%	0%	4%	1%
Meal Prep		135		-4%	-7%	0%	3%		620		-3%	-5%	3%	0%
Snacks		9		-91%	-84%	0%	-7%		213		-43%	-36%	0%	-7%
Personal Care		12		-19%	n/a	n/a	n/a		49		-21%	n/a	n/a	n/a
Total		263		-28%	-26%	0%	-2%		1,353		-13%	-13%	2%	-3%
* May not add due to rounding
1 Reflects the impact within reported net sales growth of the following items that are excluded from organic net sales growth: net sales from divested brands (ParmCrisps®, Garden Veggie Snacks™, Terra® chips and Garden of Eatin'® snacks brands), held for sale businesses (Personal Care), discontinued brands, and exited product categories.

Baby & Kids

The fiscal fourth quarter organic net sales decline of 11% year-over-year was driven primarily by formula and purees in North America and purees in the UK, partially offset by growth in finger foods in North America.

The fiscal 2026 organic net sales decline of 12% year-over-year was driven primarily by purees in both regions and by formula in North America, partially offset by growth in finger foods and cereal in North America.

Beverages

The fiscal fourth quarter organic net sales decline of 2% year-over-year was due to promotional activity in North America. Fiscal fourth quarter organic net sales grew 3% year-over-year in both tea in North America and in private label non-dairy beverage in Europe.

Fiscal 2026 organic net sales increased by 1% year-over-year driven by tea in North America and private label non-dairy beverage in Europe, partially offset by branded non-dairy beverage in Europe.

Meal Prep

Fiscal fourth quarter organic net sales increased by 3% year-over-year driven primarily by growth in yogurt in North America.

Fiscal 2026 organic net sales were flat year-over-year as growth in yogurt in North America was offset by private label contract losses in spreads & drizzles and softness in plant-based meat internationally.

Snacks

Following the disposition of the North American snacks business, the snacks category is comprised of jellies in the International segment. Organic net sales declined 7% year-over-year in both the fiscal fourth quarter and fiscal 2026.

Conference Call and Webcast Information

Hain Celestial will host a conference call and webcast today at 8:00 AM ET to discuss its results. The live webcast and accompanying presentation are available under the Investors section of the company’s corporate website at www.hain.com. Investors and analysts can access the live call by dialing 833-461-5787 or 585-542-9983. The conference ID is 942039942. Participation by the press and public in the Q&A session will be in listen-only mode. A webcast replay of the call will be available shortly after the conclusion of the live call and archived for one year.

About The Hain Celestial Group, Inc.

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 beverages, yogurt, baby/kids and meal preparation are marketed and sold around the world. Our leading brands include Celestial Seasonings® teas, The Greek Gods® yogurt, Earth's Best® Organic and Ella's Kitchen® baby and kids foods, Joya® and Natumi® plant-based beverages, Hartley’s® jelly, as well as Cully & Sully®, Yorkshire Provender®, New Covent Garden® soups, among others. For more information, visit www.hain.com and LinkedIn.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements. The words “believe,” “expect,” “anticipate,” “may,” “should,” “plan,” “intend,” “potential,” “will” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include, among other things, our beliefs or expectations relating to our future performance, results of operations and financial condition; and our strategic initiatives and business strategy, including the pending sale of our International business.

Risks and uncertainties that may cause actual results to differ materially from forward-looking statements include: compliance with our credit agreement and our ability to refinance, retire and/or extend the maturity of our existing debt; our ability to execute our business strategy; our ability to complete the pending sale of our International business and manage the challenges and uncertainty facing our remaining business following the sale; challenges and uncertainty resulting from the impact of competition; changes to consumer preferences; our ability to manage our supply chain effectively; input cost inflation, including as a result of tariffs; reliance on independent contract manufacturers; disruption of operations at our manufacturing facilities; customer concentration; reliance on independent distributors; risks associated with operating internationally; risks associated with outsourcing arrangements; risks associated with geopolitical conflicts or events; our reliance on independent certification for a number of our products; our ability to attract and retain highly skilled people; risks related to tax matters; foreign currency exchange risk; general economic conditions; impairments in the carrying value of goodwill or other intangible assets; the reputation of our company and our brands; our ability to use and protect trademarks; cybersecurity incidents; disruptions to information technology systems; pending and future litigation, including litigation relating to Earth’s Best® baby food products; potential liability if our products cause illness or physical harm; the highly regulated environment in which we operate; compliance with data privacy laws; the adequacy of our insurance coverage; climate impacts; liabilities, claims or regulatory change with respect to environmental matters; the potential cessation of our common stock’s listing on The Nasdaq Stock Market LLC; and other risks and matters described in our most recent Annual Report on Form 10-K, our Annual Report on Form

10-K expected to be filed today and our other filings from time to time with the U.S. Securities and Exchange Commission.

We undertake no obligation to update forward-looking statements to reflect actual results or changes in assumptions or circumstances, except as required by applicable law.

Non-GAAP Financial Measures

This press release and the accompanying tables include non-GAAP financial measures, including, among others, organic net sales; adjusted gross profit and its related margin; adjusted operating income and its related margin; adjusted net (loss) income and its related margin; diluted net (loss) income per common share, as adjusted; adjusted EBITDA and its related margin; free cash flow; and net debt. The reconciliations of historic non-GAAP financial measures to the comparable GAAP financial measures are provided in the tables below. These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures provided by other companies due to potential differences in methods of calculation and items being excluded. They should be read only in connection with the company’s consolidated financial statements presented in accordance with GAAP.

We define our non-GAAP financial measures as follows:

•Organic net sales: net sales excluding the impact of acquisitions, divestitures, held for sale businesses, discontinued brands, exited product categories and foreign exchange. To adjust organic net sales for the impact of acquisitions, the net sales of an acquired business are excluded from fiscal quarters constituting or falling within the current period and prior period where the applicable fiscal quarter in the prior period did not include the acquired business for the entire quarter. To adjust organic net sales for the impact of divestitures, held for sale businesses, discontinued brands and exited product categories, the net sales of a divested business, held for sale business, discontinued brand or exited product category are excluded from all periods. To adjust organic net sales for the impact of foreign exchange, current period net sales for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average monthly exchange rates in effect during the corresponding period of the prior fiscal year, rather than at the actual average monthly exchange rate in effect during the current period of the current fiscal year.

•Adjusted gross profit and its related margin: gross profit, before plant closure related costs, net and warehouse and manufacturing consolidation and other costs, net.

•Adjusted operating income and its related margin: operating loss before goodwill impairment, costs associated with acquisitions, divestitures and other transactions, productivity and transformation costs, certain litigation expenses, net, long-lived asset and intangibles impairment, plant closure related costs, net, proceeds from insurance claim, CEO succession costs, warehouse and manufacturing consolidation and other costs, net.

•Adjusted net (loss) income and its related margin and diluted net (loss) income per common share, as adjusted: net loss, adjusted to exclude the impact of goodwill impairment, costs associated with acquisitions, divestitures and other transactions, productivity and transformation costs, certain litigation expenses, net, long-lived asset and intangibles impairment, plant closure related costs, net, proceeds from insurance claim, CEO succession costs, warehouse and manufacturing consolidation and other costs, net , unrealized currency losses, loss (gain) on sales of assets, and the related tax effects of such adjustments.

•Adjusted EBITDA and its related margin: net loss before depreciation and amortization, equity in net loss of equity-method investees, net interest expense, income taxes, stock-based compensation,

net, unrealized currency losses, certain litigation expenses, net, proceeds from insurance claim, productivity and transformation costs, plant closure related costs, net, warehouse and manufacturing consolidation and other costs, net, CEO succession costs, costs associated with acquisitions, divestitures and other transactions, loss (gain) on sales of assets, goodwill impairment and long-lived asset and intangibles impairment.

•Free cash flow: net cash provided by (used in) operating activities less purchases of property, plant and equipment.

•Net debt: total debt less cash and cash equivalents.

We believe that the non-GAAP financial measures presented provide useful additional information to investors about current trends in the company’s operations and are useful for period-over-period comparisons of operations. We provide:

•Organic net sales to demonstrate the growth rate of net sales excluding the impact of acquisitions, divestitures, held for sale businesses, discontinued brands, and exited product categories and foreign exchange, and believe organic net sales is useful to investors because it enables them to better understand the growth of our business from period to period.

•Adjusted results as important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of our Company and companies in our industry.

•Free cash flow as one factor in evaluating the amount of cash available for discretionary investments.

•Net debt as a useful measure to monitor leverage and evaluate the balance sheet.

We discuss the Company’s net secured leverage ratio as calculated under our credit agreement as a measure of our financial condition, liquidity and compliance with our credit agreement. For a description of the material terms of our credit agreement and risks of non-compliance with our credit agreement, see “Liquidity and Capital Resources” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our most recent Annual Report on Form 10-K, our subsequent Quarterly Reports on Form 10-Q, our Annual Report on Form 10-K expected to be filed today and our other filings from time to time with the U.S. Securities and Exchange Commission.

Investor Relations Contact:

Alexis Tessier
Investor.Relations@hain.com

Media Contact:

Justin Godley

Justin.Godley@hain.com

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(unaudited and in thousands, except per share amounts)
	Fourth Quarter								Fourth Quarter Year to Date
	2026				2025				2026				2025
Net sales	$	263,069			$	363,348			$	1,353,429			$	1,559,780
Cost of sales		203,866				289,002				1,081,317				1,225,722
Gross profit		59,203				74,346				272,112				334,058
Selling, general and administrative expenses		62,546				67,416				248,039				271,833
Goodwill impairment		42,293				227,364				193,219				428,882
Amortization of acquired intangible assets		5,077				1,300				10,802				6,476
Productivity and transformation costs		4,520				5,033				22,039				21,530
Long-lived asset and intangibles impairment		430				24,911				27,394				66,940
Proceeds from insurance claim		-				-				(25,900	)			-
Operating loss		(55,663	)			(251,678	)			(203,481	)			(461,603	)
Interest and other financing expense, net		11,882				12,841				56,957				51,253
Other (income) expense, net		(1,523	)			(1,559	)			46,342				875
Loss before income taxes and equity in net loss of equity-method investees		(66,022	)			(262,960	)			(306,780	)			(513,731	)
(Benefit) provision for income taxes		(4,097	)			9,551				(2,208	)			15,297
Equity in net loss of equity-method investees		24				104				351				1,813
Net loss	$	(61,949	)		$	(272,615	)		$	(304,923	)		$	(530,841	)
Net loss per common share:
Basic	$	(0.68	)		$	(3.06	)		$	(3.36	)		$	(5.89	)
Diluted	$	(0.68	)		$	(3.06	)		$	(3.36	)		$	(5.89	)
Shares used in the calculation of net loss per common share:
Basic		90,996				89,024				90,736				90,127
Diluted		90,996				89,024				90,736				90,127

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(unaudited and in thousands)
	June 30, 2026				June 30, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	58,078			$	54,355
Accounts receivable, net		121,022				154,440
Inventories		149,275				248,731
Prepaid expenses and other current assets		82,017				43,169
Assets held for sale		5,882				29,603
Total current assets		416,274				530,298
Property, plant and equipment, net		184,665				264,730
Goodwill		246,079				500,961
Trademarks and other intangible assets, net		173,520				210,905
Operating lease right-of-use assets, net		49,057				71,171
Other assets		20,788				25,213
Total assets	$	1,090,383			$	1,603,278
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	125,497			$	188,307
Accrued expenses and other current liabilities		143,560				68,426
Current portion of long-term debt		557,552				7,653
Liabilities related to assets held for sale		4,153				12,987
Total current liabilities		830,762				277,373
Long-term debt, less current portion		292				697,168
Deferred income taxes		32,930				40,332
Operating lease liabilities, noncurrent portion		44,409				65,284
Other noncurrent liabilities		27,195				48,116
Total liabilities		935,588				1,128,273
Stockholders' equity:
Common stock		1,135				1,125
Additional paid-in capital		1,243,863				1,238,402
Retained (deficit) earnings		(258,245	)			46,678
Accumulated other comprehensive loss		(101,463	)			(81,053	)
		885,290				1,205,152
Less: Treasury stock		(730,495	)			(730,147	)
Total stockholders' equity		154,795				475,005
Total liabilities and stockholders' equity	$	1,090,383			$	1,603,278

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited and in thousands)
	Fourth Quarter				Fourth Quarter Year to Date
	2026		2025		2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$(61,949)		$(272,615)		$(304,923)		$(530,841)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	13,508		11,357		52,552		44,259
Deferred income taxes	(5,759)		(1,798)		(8,446)		(4,423)
Equity in net loss of equity-method investees	24		104		351		1,813
Stock-based compensation, net	1,279		(1,273)		5,471		8,149
Goodwill impairment	42,293		227,364		193,219		428,882
Long-lived asset and intangibles impairment	430		24,911		27,394		66,940
Loss (gain) on sale of assets	209		(5,396)		48,710		(3,194)
Other non-cash items, net	718		1,365		3,589		2,138
Increase (decrease) in cash attributable to changes in operating assets and liabilities:
Accounts receivable	18,165		26,565		35,806		25,204
Inventories	13,378		7,251		72,934		(3,354)
Other current assets	2,148		11,393		(37,621)		3,114
Other assets and liabilities	(129)		1,881		(4,138)		1,320
Accounts payable and accrued expenses	(12,872)		(33,757)		(6,629)		(17,892)
Net cash provided by (used in) operating activities	11,443		(2,648)		78,269		22,115
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment	(4,609)		(6,224)		(20,613)		(25,284)
Proceeds from sale of assets, net	(204)		197		102,566		13,970
Investments and joint ventures, including proceeds from dispositions	-		10,000		-		12,570
Proceeds from termination of net investment hedges	-		-		-		2,363
Net cash (used in) provided by investing activities	(4,813)		3,973		81,953		3,619
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under bank revolving credit facility	34,000		65,000		190,000		221,000
Repayments under bank revolving credit facility	(24,000)		(59,500)		(229,500)		(245,500)
Repayments under term loan	(1,875)		(9,375)		(108,600)		(15,000)
Payments of other debt, net	(24)		(3,503)		(2,666)		(3,524)
Employee shares withheld for taxes	(5)		(33)		(348)		(1,414)
Proceeds from termination of fair value hedge	-		-		-		552
Net cash provided by (used in) financing activities	8,096		(7,411)		(151,114)		(43,886)
Effect of exchange rate changes on cash	(959)		16,016		(5,385)		18,200
Net increase in cash and cash equivalents	13,767		9,930		3,723		48
Cash and cash equivalents at beginning of period	44,311		44,425		54,355		54,307
Cash and cash equivalents at end of period	$58,078		$54,355		$58,078		$54,355

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Net Sales, Gross Profit and Adjusted EBITDA by Segment
(unaudited and in thousands)
	North America				International				Corporate/Other				Hain Consolidated
Net Sales
Net sales - Q4 FY26	$	111,817			$	151,252			$	-			$	263,069
Net sales - Q4 FY25	$	205,790			$	157,558			$	-			$	363,348
% change - FY26 net sales vs. FY25 net sales		(45.7	)%			(4.0	)%							(27.6	)%
Gross Profit
Q4 FY26
Gross profit	$	34,161			$	25,042			$	-			$	59,203
Non-GAAP adjustments(1)		580				-				-				580
Adjusted gross profit	$	34,741			$	25,042			$	-			$	59,783
% change - FY26 gross profit vs. FY25 gross profit		(13.6	)%			(28.1	)%							(20.4	)%
% change - FY26 adjusted gross profit vs. FY25 adjusted gross profit		(12.1	)%			(28.1	)%							(19.6	)%
Gross margin		30.6	%			16.6	%							22.5	%
Adjusted gross margin		31.1	%			16.6	%							22.7	%
Q4 FY25
Gross profit	$	39,522			$	34,824			$	-			$	74,346
Non-GAAP adjustments(1)		(15	)			-				-				(15	)
Adjusted gross profit	$	39,507			$	34,824			$	-			$	74,331
Gross margin		19.2	%			22.1	%							20.5	%
Adjusted gross margin		19.2	%			22.1	%							20.5	%
Adjusted EBITDA
Q4 FY26
Adjusted EBITDA	$	16,145			$	12,324			$	(9,727	)		$	18,742
% change - FY26 Adjusted EBITDA vs. FY25 Adjusted EBITDA		55.3	%			(41.1	)%			14.9	%			(5.8	)%
Adjusted EBITDA margin		14.4	%			8.1	%							7.1	%
Q4 FY25
Adjusted EBITDA	$	10,398			$	20,938			$	(11,430	)		$	19,906
Adjusted EBITDA margin		5.1	%			13.3	%							5.5	%
(1)See accompanying table "Adjusted Gross Profit, Adjusted Operating Income, Adjusted Net (Loss) Income and Adjusted Net (Loss) Income per Diluted Share"

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Net Sales, Gross Profit and Adjusted EBITDA by Segment
(unaudited and in thousands)
	North America				International				Corporate/Other				Hain Consolidated
Net Sales
Net sales - Q4 FY26 YTD	$	685,053			$	668,376			$	-			$	1,353,429
Net sales - Q4 FY25 YTD	$	888,626			$	671,154			$	-			$	1,559,780
% change - FY26 net sales vs. FY25 net sales		(22.9	)%			(0.4	)%							(13.2	)%
Gross Profit
Q4 FY26 YTD
Gross profit	$	156,895			$	115,217			$	-			$	272,112
Non-GAAP adjustments(1)		5,382				-				-				5,382
Adjusted gross profit	$	162,277			$	115,217			$	-			$	277,494
% change - FY26 gross profit vs. FY25 gross profit		(18.7	)%			(18.4	)%							(18.5	)%
% change - FY26 adjusted gross profit vs. FY25 adjusted gross profit		(16.6	)%			(18.4	)%							(17.4	)%
Gross margin		22.9	%			17.2	%							20.1	%
Adjusted gross margin		23.7	%			17.2	%							20.5	%
Q4 FY25 YTD
Gross profit	$	192,910			$	141,148			$	-			$	334,058
Non-GAAP adjustments(1)		1,764				-				-				1,764
Adjusted gross profit	$	194,674			$	141,148			$	-			$	335,822
Gross margin		21.7	%			21.0	%							21.4	%
Adjusted gross margin		21.9	%			21.0	%							21.5	%
Adjusted EBITDA
Q4 FY26 YTD
Adjusted EBITDA	$	61,236			$	63,458			$	(35,686	)		$	89,008
% change - FY26 Adjusted EBITDA vs. FY25 Adjusted EBITDA		(6.5	)%			(26.2	)%			5.3	%			(21.8	)%
Adjusted EBITDA margin		8.9	%			9.5	%							6.6	%
Q4 FY25 YTD
Adjusted EBITDA	$	65,470			$	86,000			$	(37,681	)		$	113,789
Adjusted EBITDA margin		7.4	%			12.8	%							7.3	%
(1)See accompanying table "Adjusted Gross Profit, Adjusted Operating Income, Adjusted Net (Loss) Income and Adjusted Net (Loss) Income per Diluted Share"

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Adjusted Gross Profit and Adjusted Operating Income
(unaudited and in thousands)
Reconciliation of Gross Profit, GAAP to Gross Profit, as Adjusted:
	Fourth Quarter								Fourth Quarter Year to Date
	2026				2025				2026				2025
Gross profit, GAAP	$	59,203			$	74,346			$	272,112			$	334,058
Adjustments to Cost of sales:
Plant closure related costs, net		580				(15	)			5,382				1,380
Warehouse/manufacturing consolidation and other costs, net		-				-				-				384
Gross profit, as adjusted	$	59,783			$	74,331			$	277,494			$	335,822
Reconciliation of Operating Loss, GAAP to Operating Income, as Adjusted:
	Fourth Quarter								Fourth Quarter Year to Date
	2026				2025				2026				2025
Operating loss, GAAP	$	(55,663	)		$	(251,678	)		$	(203,481	)		$	(461,603	)
Adjustments to Cost of sales:
Plant closure related costs, net		580				(15	)			5,382				1,380
Warehouse/manufacturing consolidation and other costs, net		-				-				-				384
Adjustments to Operating expenses(a):
Goodwill impairment		42,293				227,364				193,219				428,882
Transaction and integration costs, net		9,390				86				14,125				(488	)
Productivity and transformation costs		4,520				5,033				22,039				21,530
Certain litigation expenses, net(b)		1,703				1,219				4,867				3,473
Long-lived asset and intangibles impairment		430				24,911				27,394				66,940
Plant closure related costs, net		93				1				374				(165	)
Proceeds from insurance claim(c)		-				-				(25,900	)			-
CEO succession		-				4,774				-				4,774
Operating income, as adjusted	$	3,346			$	11,695			$	38,019			$	65,107
(a) Operating expenses include amortization of acquired intangibles, selling, general and administrative expenses, productivity and transformation costs, long-lived asset and intangibles impairment and goodwill impairment.
(b) Expenses and items relating to securities class action, baby food litigation and SEC investigation.
(c) 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.

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Adjusted Net (Loss) Income and Adjusted Net (Loss) Income per Diluted Share
(unaudited and in thousands, except per share amounts)
Reconciliation of Net Loss, GAAP to Net (Loss) Income, as Adjusted:
	Fourth Quarter				Fourth Quarter Year to Date
	2026		2025		2026		2025
Net loss, GAAP	$(61,949)		$(272,615)		$(304,923)		$(530,841)
Adjustments to Cost of sales:
Plant closure related costs, net	580		(15)		5,382		1,380
Warehouse/manufacturing consolidation and other costs, net	-		-		-		384
Adjustments to Operating expenses(a):
Goodwill impairment	42,293		227,364		193,219		428,882
Transaction and integration costs, net	9,390		86		14,125		(488)
Productivity and transformation costs	4,520		5,033		22,039		21,530
Certain litigation expenses, net(b)	1,703		1,219		4,867		3,473
Long-lived asset and intangibles impairment	430		24,911		27,394		66,940
Plant closure related costs, net	93		1		374		(165)
Proceeds from insurance claim(c)	-		-		(25,900)		-
CEO succession	-		4,774		-		4,774
Adjustments to Interest and other expense (income), net(d):
Unrealized currency losses	328		3,116		951		3,941
Loss (gain) on sale of assets	209		(5,396)		48,710		(3,194)
Adjustments to (Benefit) provision for income taxes:
Net tax impact of non-GAAP adjustments	(1,992)		9,838		(1,859)		11,453
Net (loss) income, as adjusted	$(4,395)		$(1,684)		$(15,621)		$8,069
Net loss margin	(23.5)%		(75.0)%		(22.5)%		(34.0)%
Adjusted net (loss) income margin	(1.7)%		(0.5)%		(1.2)%		0.5%
Diluted shares used in the calculation of net loss per common share:	90,996		89,024		90,736		90,127
Diluted shares used in the calculation of adjusted net (loss) income per common share:	90,996		89,024		90,736		90,380
Diluted net loss per common share, GAAP	$(0.68)		$(3.06)		$(3.36)		$(5.89)
Diluted net (loss) income per common share, as adjusted	$(0.05)		$(0.02)		$(0.17)		$0.09
(a) Operating expenses include amortization of acquired intangibles, selling, general and administrative expenses, productivity and transformation costs, long-lived asset and intangibles impairment and goodwill impairment.
(b) Expenses and items relating to securities class action, baby food litigation and SEC investigation.
(c) 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.
(d) Interest and other expense (income), net includes interest and other financing expenses, net, unrealized currency losses, loss (gain) on sale of assets and other expense, net.

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Organic Net Sales Growth by Segment
(unaudited and in thousands)
Q4 FY26	North America				International				Hain Consolidated
Net sales	$	111,817			$	151,252			$	263,069
Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories		14,056				731				14,787
Less: Impact of foreign currency exchange		(18	)			1,596				1,578
Organic net sales	$	97,779			$	148,925			$	246,704
Q4 FY25
Net sales	$	205,790			$	157,558			$	363,348
Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories		109,615				2,475				112,090
Organic net sales	$	96,175			$	155,083			$	251,258
Net sales decline		(45.7	)%			(4.0	)%			(27.6	)%
Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories		(47.4	)%			(1.0	)%			(26.2	)%
Less: Impact of foreign currency exchange		(0.0	)%			1.0	%			0.4	%
Organic net sales growth (decline)		1.7	%			(4.0	)%			(1.8	)%
Q4 FY26 YTD	North America				International				Hain Consolidated
Net sales	$	685,053			$	668,376			$	1,353,429
Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories		252,165				5,659				257,824
Less: Impact of foreign currency exchange		249				29,363				29,612
Organic net sales	$	432,639			$	633,354			$	1,065,993
Q4 FY25 YTD
Net sales	$	888,626			$	671,154			$	1,559,780
Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories		456,786				9,251				466,037
Organic net sales	$	431,840			$	661,903			$	1,093,743
Net sales decline		(22.9	)%			(0.4	)%			(13.2	)%
Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories		(23.1	)%			(0.5	)%			(12.6	)%
Less: Impact of foreign currency exchange		0.0	%			4.4	%			1.9	%
Organic net sales growth (decline)		0.2	%			(4.3	)%			(2.5	)%

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Organic Net Sales Growth by Category
(unaudited and in thousands)
Q4 FY26	Baby & Kids		Beverages		Meal Prep		Snacks		Personal Care		Hain Consolidated
Net sales	$52,313		$55,370		$135,004		$8,515		$11,867		$263,069
Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories	167		-		1,444		1,309		11,867		14,787
Less: Impact of foreign currency exchange	203		778		569		28		-		1,578
Organic net sales	$51,943		$54,592		$132,991		$7,178		$-		$246,704
Q4 FY25
Net sales	$59,327		$55,783		$140,196		$93,324		$14,718		$363,348
Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories	879		42		10,852		85,599		14,718		112,090
Organic net sales	$58,448		$55,741		$129,344		$7,725		$-		$251,258
Net sales decline	(11.8)%		(0.7)%		(3.7)%		(90.9)%		(19.4)%		(27.6)%
Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories	(1.0)%		0.0%		(6.9)%		(83.8)%		n/a		(26.2)%
Less: Impact of foreign currency exchange	0.3%		1.4%		0.4%		0.0%		n/a		0.4%
Organic net sales (decline) growth	(11.1)%		(2.1)%		2.8%		(7.1)%		n/a		(1.8)%

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Organic Net Sales Growth by Category
(unaudited and in thousands)
Q4 FY26 YTD	Baby & Kids				Beverages				Meal Prep				Snacks				Personal Care				Hain Consolidated
Net sales	$	214,828			$	255,979			$	620,121			$	213,208			$	49,293			$	1,353,429
Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories		2,849				32				20,732				184,918				49,293				257,824
Less: Impact of foreign currency exchange		3,667				8,897				16,013				1,035				-				29,612
Organic net sales	$	208,312			$	247,050			$	583,376			$	27,255			$	-			$	1,065,993
Q4 FY25 YTD
Net sales	$	241,552			$	245,147			$	639,507			$	371,012			$	62,562			$	1,559,780
Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories		5,291				145				56,252				341,787				62,562				466,037
Organic net sales	$	236,261			$	245,002			$	583,255			$	29,225			$	-			$	1,093,743
Net sales (decline) growth		(11.1	)%			4.4	%			(3.0	)%			(42.5	)%			(21.2	)%			(13.2	)%
Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories		(0.8	)%			(0.0	)%			(5.5	)%			(36.1	)%		n/a					(12.6	)%
Less: Impact of foreign currency exchange		1.5	%			3.6	%			2.5	%			0.3	%		n/a					1.9	%
Organic net sales (decline) growth		(11.8	)%			0.8	%			0.0	%			(6.7	)%		n/a					(2.5	)%

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Adjusted EBITDA
(unaudited and in thousands)
	Fourth Quarter								Fourth Quarter Year to Date
	2026				2025				2026				2025
Net loss	$	(61,949	)		$	(272,615	)		$	(304,923	)		$	(530,841	)
Depreciation and amortization		13,508				11,357				52,552				44,259
Equity in net loss of equity-method investees		24				104				351				1,813
Interest expense, net		10,431				11,689				50,154				47,773
(Benefit) provision for income taxes		(4,097	)			9,551				(2,208	)			15,297
Stock-based compensation, net		1,279				(1,273	)			5,471				8,149
Unrealized currency losses		328				3,116				951				3,823
Certain litigation expenses, net(a)		1,703				1,219				4,867				3,473
Proceeds from insurance claim(b)		-				-				(25,900	)			-
Restructuring activities
Productivity and transformation costs		4,520				5,033				22,039				21,530
Plant closure related costs, net		673				(14	)			2,206				1,215
Warehouse/manufacturing consolidation and other costs, net		-				-				-				384
CEO succession		-				4,774				-				4,774
Acquisitions, divestitures and other
Transaction and integration costs, net		9,390				86				14,125				(488	)
Loss (gain) on sale of assets		209				(5,396	)			48,710				(3,194	)
Impairment charges
Goodwill impairment		42,293				227,364				193,219				428,882
Long-lived asset and intangibles impairment		430				24,911				27,394				66,940
Adjusted EBITDA	$	18,742			$	19,906			$	89,008			$	113,789
(a) Expenses and items relating to securities class action, baby food litigation and SEC investigation.
(b) 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.

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Free Cash Flow
(unaudited and in thousands)
	Fourth Quarter								Fourth Quarter Year to Date
	2026				2025				2026				2025
Net cash provided by (used in) operating activities	$	11,443			$	(2,648	)		$	78,269			$	22,115
Purchases of property, plant and equipment		(4,609	)			(6,224	)			(20,613	)			(25,284	)
Free cash flow	$	6,834			$	(8,872	)		$	57,656			$	(3,169	)

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Net Debt
(unaudited and in thousands)
	June 30, 2026				June 30, 2025
Debt
Current portion of long-term debt	$	557,552			$	7,653
Long-term debt, less current portion		292				697,168
Total debt		557,844				704,821
Less: Cash and cash equivalents		58,078				54,355
Net debt	$	499,766			$	650,466

Exhibit 99.2

HAIN CELESTIAL ENTERS INTO DEFINITIVE AGREEMENT TO SELL INTERNATIONAL BUSINESS Sale would simplify Hain’s portfolio and create a focused North American business; Net proceeds from the transaction would be used to reduce debt

HOBOKEN, New Jersey, Sept. 14, 2026 — As part of its ongoing strategic review, Hain Celestial announced today it has reached a definitive agreement to sell its International business to global private equity firm AURELIUS for an estimated $323 million in cash. Net proceeds from the transaction are expected to range between $305 million and $310 million. Upon closing of the transaction, the proceeds would be used to reduce the Company’s debt. The agreement reflects the Board of Directors’ continued work to advance the Company’s strategic review, evaluate available alternatives and pursue paths designed to maximize value for all stakeholders.

The sale will include the majority of Hain’s International business operations and is inclusive of brands such as Ella's Kitchen® baby and kids foods, Joya® and Natumi® plant-based beverages, Hartley’s® jelly, as well as Linda McCartney® Foods, Cully & Sully®, Yorkshire Provender®, and New Covent Garden® soups, among others.

Alison Lewis, Hain Celestial’s President and CEO, said, “Completing the transaction announced today would advance our strategy to simplify our portfolio and enable us to focus our resources on further reducing the Company’s debt. The resulting North American business would feature leading brands in attractive categories with a more streamlined operating model and greater focus on core growth opportunities.”

The Company’s resulting portfolio of brands in North America will include Celestial Seasonings® teas, The Greek Gods® yogurt and Earth's Best® Organic across its flagship categories of tea, yogurt and baby & kids foods. The portfolio also includes Spectrum® Organic cooking oils, MaraNatha® nut butters and Imagine® broths.

Lewis continued, “I want to recognize the incredible people behind our International brands and business. Their dedication, expertise and commitment over many years is greatly appreciated. They have built remarkable brands, which we are confident will thrive under the new ownership.”

Hain Celestial remains in discussions with its lenders regarding an amendment to its credit agreement to extend the maturity date beyond December 22, 2026. The transaction with AURELIUS is conditioned upon the Company securing this amendment and may be terminated by AURELIUS if the amendment is not obtained within 30 days of signing. While there can be no assurance that an amendment will be obtained, the Board believes that extending the maturity date and completing the transaction would be in the best interests of the Company and its stakeholders.

The Company continues to focus on simplifying the organization and executing a plan to align its cost structure with the scale of the future North American business. Hain has developed detailed cost reduction plans and is moving with urgency to deliver these actions. The Company expects to implement cost reduction actions generating approximately $16 million of annualized savings on a run rate basis as compared to fiscal 2026. The Board and management team remain focused on

swiftly executing these actions, while continuing to evaluate and advance all available paths under the strategic review to maximize value for the benefit of all stakeholders.

The agreement with AURELIUS has been unanimously approved by the Company’s Board. The transaction is subject to closing conditions, including regulatory approvals and an amendment to the Company’s credit agreement as described above. Subject to satisfaction of those conditions, the transaction is expected to close in Hain Celestial’s fiscal second quarter ending December 31, 2026.

Goldman Sachs is serving as the Company's financial advisor on the transaction, and DLA Piper’s London team is serving as legal counsel.

The Company will discuss the proposed transaction during its Q4 2026 earnings conference call later today. About The Hain Celestial Group 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 beverages, yogurt, baby/kids and meal preparation are marketed and sold around the world. Our leading brands include Celestial Seasonings® teas, The Greek Gods® yogurt, Earth’s Best® Organic and Ella's Kitchen® baby and kids foods, Joya® and Natumi® plant-based beverages, Hartley’s® jelly, as well as Cully & Sully®, Yorkshire Provender®, New Covent Garden® soups, among others. For more information, visit www.hain.com and LinkedIn.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements. The words "believe," "expect," "anticipate," "may," "should," "plan," "intend," "potential," "will" and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include, among other things, our beliefs or expectations relating to our future performance, results of operations and financial condition, including statements about the Company’s plan to sell its International business; the expected timetable for completing the transaction; cost-cutting initiatives; the outcome of the Company’s discussions with its lenders; the Company’s ability to create stakeholder value; and the outcome of the Company’s strategic review.

Risks and uncertainties that may cause actual results to differ materially from forward-looking statements include our ability to satisfy the conditions to the closing of the contemplated transaction, which may include conditions outside of our control; the upcoming maturity of the credit agreement in December 2026 and our ability to secure an extension of the maturity date with

our lenders, including that any such amendment requires the consent of all lenders and that the failure to obtain it within the required period would permit the purchaser to terminate the agreement; and the other risks and uncertainties described in our most recent Annual Report on Form 10-K, our Annual Report on Form 10-K expected to be filed today and our other filings from time to time with the U.S. Securities and Exchange Commission.

We undertake no obligation to update forward-looking statements to reflect actual results or changes in assumptions or circumstances, except as required by applicable law.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 1.7 MB
• EX-99.2 EX-99.2 17.2 KB

Other Documents

• EX-2.1 EX-2.1 1.2 MB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.4 KB