Welcome to our dedicated page for Hain Celestial SEC filings (Ticker: HAIN), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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, Inc. reports weaker results for the quarter and six months ended December 31, 2025, with net sales of $384,120 in the quarter and $752,003 year-to-date, both down from the prior year. The company posted a quarterly net loss of $116,006 and a six‑month net loss of $136,631, driven largely by non‑cash goodwill impairments of $119,908 and a $11,917 trademark impairment.
Hain Celestial faces significant balance sheet pressure. Total assets fell to $1,477,410, while total stockholders’ equity dropped to $330,245. The company has $705,800 of debt maturing on December 22, 2026 and ended the period with cash of $68,017 and available liquidity of $143,651. Management discloses that these obligations and refinancing uncertainty create “substantial doubt” about its ability to continue as a going concern absent successful execution of its strategic and financing plans.
The company generated $28,488 of net cash from operating activities in the first six months and is pursuing asset sales and other actions to reduce leverage. It received $25,900 from an insurance claim in January 2026 and, on January 30, 2026, agreed to sell its North American Snacks business for $115,000 in cash, with net proceeds earmarked to pay down debt as part of a broader strategic review.
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.
Hain Celestial Group’s President and CEO, who also serves as a director, reported significant equity activity. On December 15, 2025, 377,515 restricted share units (RSUs) vested, delivering the same number of common shares before taxes. To cover tax withholding on this vesting, the company withheld 96,003 shares at a price of $1.17 per share.
The filing explains that these RSUs came from a prior 620,689-unit interim CEO award, of which 377,515 units vested and 243,174 were forfeited when the executive became permanent President and CEO. On the same date, the executive received new grants of 650,000 RSUs and 1,500,000 performance share units (PSUs), each representing a right to receive one share of common stock, with PSUs vesting only if specified stock price targets are met.
Hain Celestial Group disclosed that its SVP and Chief Accounting Officer, Michael Ragusa, received an award of 53,334 restricted share units on December 12, 2025.
Each RSU represents a contingent right to receive one share of Hain Celestial common stock. The award is part of the company’s 2026-2028 Long Term Incentive Program and vests in three equal annual installments on the first, second and third anniversaries of the grant date, tying a portion of the executive’s compensation to longer-term company performance.
The Hain Celestial Group, Inc. (HAIN) reported that one of its officers, listed as Ch Legal & Corp Affairs Offcr, received an equity award of 155,556 restricted share units on 12/12/2025.
Each restricted share unit represents a contingent right to receive one share of the company’s common stock, so the grant corresponds to 155,556 underlying shares if vesting conditions are met. The award was made under Hain Celestial’s 2026-2028 Long Term Incentive Program and vests in three equal annual installments on the first, second and third anniversaries of the grant date. After this grant, the officer directly holds 155,556 derivative securities.
The Hain Celestial Group, Inc. reported an equity award to its President, International, in an insider ownership filing. On 12/12/2025, the executive received 155,556 restricted share units (RSUs), each representing a contingent right to receive one share of the company’s common stock.
The RSUs were granted as part of the company’s 2026-2028 Long Term Incentive Program and vest in three equal annual installments on the first, second and third anniversaries of the grant date. The filing shows the executive directly beneficially owning 155,556 derivative securities after the transaction, with an exercise price of $0 per RSU.
The Hain Celestial Group's chief financial officer, Lee A. Boyce, reported a grant of 244,445 restricted share units (RSUs) on 12/12/2025. Each RSU represents a contingent right to receive one share of the company’s common stock. The award is part of Hain Celestial’s 2026-2028 Long Term Incentive Program and vests in three equal annual installments on each of the first, second and third anniversaries of the grant date. After this transaction, Boyce directly holds 244,445 derivative securities in the form of RSUs, reported at a price of $0 per unit.
The Hain Celestial Group’s President and CEO, Alison E. Lewis, reported several equity award changes dated December 15, 2025. She had 377,515 restricted share units (RSUs) vest, delivering the same number of common shares before taxes.
To cover tax withholding on this vesting, the company withheld 124,281 shares, leaving Lewis with 276,250 shares held directly and 74,895 shares held through an individual retirement account. In connection with her transition from interim to permanent CEO, 243,174 RSUs from a prior interim award were forfeited.
Lewis also received new equity awards: 650,000 RSUs that vest in three equal annual installments and 1,500,000 performance share units (PSUs), each PSU representing one share and eligible to vest if specified stock price targets are met within three years.
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.