Every 8-K that Hain Celestial Group Inc (HAIN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow HAIN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full HAIN filings page.
The Hain Celestial Group (HAIN) said a condition to the agreed sale of its International business was not satisfied by October 12, 2026. Under a September 12, 2026 Share Purchase Agreement, entities affiliated with AURELIUS agreed to acquire entities operating the business in the United Kingdom, Ireland and Europe. HAIN continues discussions with AURELIUS and its lenders while pursuing a path to complete the transaction.
Effective October 11, 2026, HAIN appointed Patricia Ferrari and Richard Shinder as independent directors. Ferrari joined the Compensation and Strategy Committees; Shinder joined the Audit and Strategy Committees. Each will receive a monthly cash fee of $30,000. The appointments coincided with the resignations of Shervin J. Korangy and Carlyn R. Taylor, effective immediately. Korangy resigned following his appointment as chief executive officer of Fresenius Medical Care; Taylor cited other professional commitments, including her roles at Sirva. Neither resignation resulted from a disagreement with HAIN.
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) 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.
The Hain Celestial Group reported fiscal third quarter 2026 net sales of $338.4 million, down 13% year-over-year, with organic net sales down 5.7%. The company posted a GAAP net loss of $106.3 million, narrower than the $134.6 million loss a year earlier, but adjusted net loss was $1.2 million versus adjusted net income of $6.1 million.
Adjusted EBITDA was $26.3 million, down from $33.6 million. Despite weaker sales and margins, Hain generated $38.3 million of operating cash flow and $34.5 million of free cash flow, and reduced total debt to $549.5 million, lowering net debt to $505.2 million. North America organic net sales declined 2.7%, while International fell 7.8%.
The Hain Celestial Group, Inc. adopted a 2026 Retention Plan to keep key executives and employees in place while it conducts an ongoing strategic review of its business, first announced on May 7, 2025. The plan, approved by the Compensation Committee on April 17, 2026, caps total retention bonuses at $5,000,000.
Individual retention awards will be detailed in participation notices and generally vest on the earlier of December 31, 2026 or specified milestone events or transactions, assuming continued employment. If the company terminates a participant without “Cause” and the participant signs a release, the bonus vests in full; other terminations lead to forfeiture.
The Hain Celestial Group, Inc. received a Nasdaq notice that its common stock no longer meets the minimum $1.00 bid price requirement after closing below $1.00 for 30 consecutive business days. The stock remains listed on the Nasdaq Global Select Market under the symbol HAIN for now.
The company has until September 21, 2026 to regain compliance by having a closing bid of at least $1.00 for ten consecutive business days. Hain could receive an additional 180-day period if it meets other listing standards and notifies Nasdaq it will cure the deficiency, potentially through a reverse stock split.
The company intends to monitor its share price and currently plans to propose a reverse stock split to stockholders at its 2026 annual meeting if the issue is not resolved by the compliance deadline, but there is no assurance it will regain or maintain Nasdaq compliance.
The Hain Celestial Group has completed the sale of its North American Snacks business, including Garden Veggie Snacks™, Terra® chips and Garden of Eatin’® snacks, to Snackruptors Inc. for a total purchase price of $115.0 million, with $111.2 million in cash received at closing.
Hain plans to use the proceeds to reduce debt, with net cash of $101.1 million applied to repay Term Loans, lowering interest expense. The divestiture is described as a first step in refocusing on higher-margin core categories such as yogurt, tea, and baby and kids foods, supported by detailed unaudited pro forma financial statements showing the impact of removing the snacks business.
The Hain Celestial Group reported weaker results for its fiscal second quarter ended December 31, 2025. Net sales were $384.1 million, down 7% year-over-year, with organic net sales also declining 7% as a 9-point drop in volume/mix was only partly offset by 2 points of pricing.
Gross margin fell to 19.4%, down 330 basis points, and adjusted gross margin declined to 19.5%. The company posted a net loss of $116.0 million versus a $104.0 million loss a year ago, including $132 million of non-cash impairment charges. Adjusted results deteriorated from a profit to an adjusted net loss of $2.7 million and adjusted EBITDA of $24.3 million, down from $37.9 million.
North America remained the main pressure point, with net sales down 13.7% and adjusted EBITDA down 56.9%, while International net sales grew modestly but profitability still declined. Despite earnings pressure, cash generation improved: operating cash flow rose to $37.0 million and free cash flow to $30.0 million, and net debt edged down to $636.7 million.
The Hain Celestial Group, Inc. agreed to sell its North American Snacks business to Snackruptors Inc. for $115 million in cash, subject to a customary inventory adjustment. The business includes Garden Veggie Snacks™, Terra® chips, Garden of Eatin’® snacks and certain private label products.
Hain plans to use the net cash proceeds, after taxes and transaction costs, to pay down debt. Closing is subject to conditions such as no laws blocking the deal, no Business Material Adverse Effect and customary accuracy and compliance conditions, and is currently expected in February 2026. At closing, the parties will also enter a transition services agreement.
The Hain Celestial Group named Alison E. Lewis as its permanent President and Chief Executive Officer, effective December 15, 2025. She will receive an annual base salary of $850,000 and is eligible for an annual bonus targeted at 100% of salary, with a maximum of 150% of that target.
Lewis was granted 1,500,000 performance share units that vest over up to three years if the stock achieves average closing prices of $3, $5, $7 and $9 for 30 trading days, and 650,000 restricted share units that vest in equal annual installments over three years, all subject to continued employment. If she is terminated without cause or resigns for good reason, she is eligible for cash severance based on salary and target bonus, continued health coverage for up to 12 months, and enhanced benefits in connection with a change in control.
The Hain Celestial Group, Inc. furnished an update on its business by announcing it issued a press release detailing financial results for its first quarter ended September 30, 2025. The disclosure was made under Item 2.02 (Results of Operations and Financial Condition), with the release attached as Exhibit 99.1.
The company stated the information is being furnished and not deemed “filed” under Section 18 of the Exchange Act. Hain’s common stock (symbol HAIN) is listed on the Nasdaq. The report was signed by Chief Financial Officer Lee A. Boyce.
The Hain Celestial Group reported results from its 2025 Annual Meeting held on October 30, 2025. Stockholders approved an amendment to the 2022 Long Term Incentive and Stock Award Plan, increasing the shares available for issuance from 12,950,000 to 15,950,000, subject to adjustments described in the plan.
All seven director nominees were elected to serve until the next annual meeting. The advisory vote approving named executive officer compensation passed with 51,146,526 votes for, 7,641,573 against, and 548,873 abstentions. Stockholders also ratified the appointment of Ernst & Young LLP as the independent auditor for the fiscal year ending June 30, 2026, with 67,627,763 votes for, 1,614,672 against, and 159,551 abstentions.
The Hain Celestial Group, Inc. filed a current report to note that it has released its financial results for the fourth quarter and fiscal year ended June 30, 2025. The company issued a press release on September 15, 2025 describing these results, which is included as Exhibit 99.1.
The report specifies that this earnings information, including the press release, is being furnished under Item 2.02 rather than filed, meaning it is not automatically subject to certain liability provisions of the Exchange Act or incorporated into other securities filings unless specifically referenced.