Form 8-K

8-K — HAIN CELESTIAL GROUP INC

Accession: 0001193125-26-215679

Filed: 2026-05-11

Period: 2026-05-11

CIK: 0000910406

SIC: 2000 (FOOD & KINDRED PRODUCTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — hain-20260511.htm (Primary)

EX-99.1 (hain-ex99_1.htm)

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GRAPHIC (img255791849_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: hain-20260511.htm · Sequence: 1

8-K

false0000910406May 11, 202600009104062026-05-112026-05-11

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): May 11, 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 2.02 Results of Operations and Financial Condition.

On May 11, 2026, The Hain Celestial Group, Inc. (the “Company”) issued a press release announcing financial results for its third quarter ended March 31, 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, 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release of The Hain Celestial Group, Inc. dated May 11, 2026

104

Cover Page Interactive Data File (embedded within the inline XBRL document)

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:

May 11, 2026

By:

/s/ Lee A. Boyce

Lee A. Boyce

Chief Financial Officer

EX-99.1

Filename: hain-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Hain Celestial Reports Fiscal Third Quarter 2026 Financial Results

Generated $38 million in cash from operations and reduced total debt by $155 million in 3Q

HOBOKEN, N.J., May 11, 2026 — The Hain Celestial Group, Inc. (Nasdaq: HAIN), 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 third quarter ended March 31, 2026.

“Third quarter results reflect improving execution and financial discipline as we continued to strengthen our foundation and advance our turnaround strategy. Strong cash generation and debt reduction materially improved our financial position, while the completion of the North American snacks divestiture further enhances our margin and cash flow profile going forward. In North America, our core business remains resilient, and we are making progress in addressing stranded costs. Our near-term priorities remain the same: optimize cash, strengthen the balance sheet, improve profitability, and stabilize sales, while our five actions to win position Hain for sustainable, profitable growth,” stated Alison Lewis, President and CEO.

FINANCIAL HIGHLIGHTS*

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

•

Net sales were $338 million, down 13% year-over-year.

Organic net sales decreased 6% compared to the prior year period.

▪

The decrease in organic net sales was comprised of an 11-point decrease in volume/mix, partially offset by a 5-point increase in pricing.

•

Gross profit margin was 20.8%, a 90-basis point decrease from the prior year period.

Adjusted gross profit margin was 21.0%, a 90-basis point decrease from the prior year period.

•

Net loss was $106 million, compared to a net loss of $135 million in the prior year period.

Net loss included a pre-tax loss on sale of $51 million related to the sale of our North American snacks business.

Net loss included pre-tax non-cash impairment charges of $46 million ($45 million after-tax) related to goodwill and certain intangible assets, as well as assets held for sale.

Adjusted net loss was $1 million, compared to adjusted net income of $6 million in the prior year period.

•

Adjusted EBITDA was $26 million, compared to $34 million in the prior year period.

•

Loss per diluted share was $1.17, compared to a loss per diluted share of $1.49 in the prior year period.

Adjusted loss per diluted share was $0.01, compared to adjusted earnings per diluted share of $0.07 in the prior year period.

Cash Flow and Balance Sheet Highlights

________________________________

*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.

•

Net cash provided by operating activities was $38 million in the fiscal third quarter, compared to $5 million in the prior year period.

•

Free cash flow was $35 million in the fiscal third quarter, compared to an outflow of $2 million in the prior year period.

•

Total debt was $549 million at the end of the fiscal third quarter, down from $705 million at the beginning of the fiscal year.

•

Net debt was $505 million at the end of the fiscal third quarter, compared to $650 million at the beginning of the fiscal year.

•

The company ended the fiscal third quarter with a net secured leverage ratio of 4.3x as calculated under our credit agreement.

SEGMENT HIGHLIGHTS

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

Net Sales

Q3 FY26

Q3 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

171

-23%

-20%

-3%

573

-16%

-14%

-2%

International

167

-1%

-8%

517

-5%

Total

338

-13%

-11%

-6%

1,090

-9%

-8%

-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 third quarter organic net sales decreased by 3% year-over-year, primarily driven by baby & kids, partially offset by growth in beverages.

Segment gross profit and adjusted gross profit were each $40 million in the fiscal third quarter, representing decreases of 20% and 19%, respectively, from the prior year period. Gross margin was 23.1% and adjusted gross margin was 23.4%, each a 100-basis point increase from the prior year period. The increases in margin were primarily driven by productivity savings and pricing, partially offset by lower volume/mix and cost inflation.

Adjusted EBITDA in the fiscal third quarter was $17 million, a decrease of 1% compared to the prior year period. The decrease was driven primarily by lower volume/mix and cost inflation, nearly offset by SG&A reduction, pricing, and productivity savings. Adjusted EBITDA margin was 10.0% of net sales, a 220-basis point increase compared to the prior year period.

International

Fiscal third quarter organic net sales decreased by 8% year-over-year, primarily driven by lower sales in meal prep and baby & kids.

Segment gross profit and adjusted gross profit in the fiscal third quarter were both $31 million, each representing a 13% decrease from the prior year period. Gross margin and adjusted gross margin were both 18.5%, each representing a 270-basis point decrease from the prior year period. The decreases in margin were primarily driven by cost inflation, partially offset by productivity savings and pricing.

Adjusted EBITDA in the fiscal third quarter was $20 million, compared to $22 million in the prior year period, a decrease of 12%. The decrease was primarily driven by cost inflation and lower volume/mix, partially offset by productivity savings and pricing. Adjusted EBITDA margin was 11.7% compared to 13.2% in the prior year period.

CATEGORY HIGHLIGHTS

Net Sales

Q3 FY26

Q3 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

-11%

-14%

163

-11%

-12%

Beverages

201

Meal Prep

153

-6%

-5%

485

-3%

-4%

-2%

Personal Care

-25%

n/a

-22%

n/a

Snacks

-40%

-34%

-7%

205

-26%

-20%

-7%

Total

338

-13%

-11%

-6%

1,090

-9%

-8%

-3%

* May not add due to rounding

Baby & Kids

The fiscal third quarter organic net sales decline of 14% year-over-year was driven primarily by continued industry-wide volume softness in purees in the UK and by purees and formula in North America, partially offset by growth in finger foods in both regions and cereal in North America.

Beverages

Fiscal third quarter organic net sales growth was flat year-over-year as growth in tea in North America and private label non-dairy beverage in International was offset by a decline in branded non-dairy beverage.

Meal Prep

The fiscal third quarter organic net sales decline of 5% year-over-year was driven primarily by pantry in North America, which is comprised of oil, soup, and nut butter brands, and by spreads and drizzles in the UK, partially offset by strength in yogurt in North America.

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 the fiscal third quarter.

Conference Call and Webcast Information

Hain Celestial will host a conference call and webcast today at 8:00 AM ET to discuss its results and business outlook. 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 800-715-9871 or 646-307-1963. The conference ID is 5099081. Participation by the press and public in the Q&A session will be in listen-only mode. A replay of the call will be available shortly after the conclusion of the live call through Monday, May 18th, 2026, and can be accessed by dialing 800-770-2030 or 609-800-9909 and referencing the conference access ID: 5099081.

About The Hain Celestial Group, Inc.

Hain Celestial is a leading 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 in over 70 countries 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 strategy, our future results of operations, our capital and cost structure, our ability to optimize cash, strengthen our balance sheet, improve flexibility, stabilize sales and achieve sustainable and profitable growth, and the macroeconomic environment.

Risks and uncertainties that may cause actual results to differ materially from forward-looking statements include: challenges and uncertainty resulting from the impact of competition; changes to consumer preferences; our ability to execute our business strategy; our ability realize the benefits of the North American snacks disposition; compliance with our credit agreement and our ability to refinance, retire and/or extend the maturity of the Company’s existing debt; 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; our ability to manage our financial reporting and internal control systems and processes; compliance with data privacy laws; the adequacy of our insurance coverage; climate impacts; liabilities, claims or regulatory change with respect to environmental matters; and other risks and matters described in our most recent Annual Report on Form 10-K 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, long-lived asset and intangibles impairment, productivity and transformation costs, certain litigation expenses, net, costs associated with acquisitions, divestitures and other transactions, plant closure related costs, net, warehouse and manufacturing consolidation and other costs, net, and proceeds from insurance claim.

•

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

•

Free cash flow: net cash provided by 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 and our subsequent quarterly reports on Form 10-Q filed 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)

Third Quarter

Third Quarter Year to Date

2026

2025

2026

2025

Net sales

338,357

390,351

1,090,360

1,196,432

Cost of sales

267,965

305,701

877,451

936,720

Gross profit

70,392

84,650

212,909

259,712

Selling, general and administrative expenses

59,078

62,934

185,493

204,417

Goodwill impairment

31,018

110,251

150,926

201,518

Long-lived asset and intangibles impairment

15,047

24,012

26,964

42,029

Productivity and transformation costs

4,066

7,289

17,519

16,497

Amortization of acquired intangible assets

3,314

1,243

5,725

5,176

Proceeds from insurance claim

(25,900

)

Operating loss

(42,131

)

(121,079

)

(147,818

)

(209,925

)

Interest and other financing expense, net

13,914

11,866

45,075

38,412

Other expense, net

49,518

1,182

47,865

2,434

Loss before income taxes and equity in net loss of equity-method investees

(105,563

)

(134,127

)

(240,758

)

(250,771

)

Provision (benefit) for income taxes

759

(505

)

1,889

5,746

Equity in net loss of equity-method investees

966

327

1,709

Net loss

(106,343

)

(134,588

)

(242,974

)

(258,226

)

Net loss per common share:

Basic

(1.17

)

(1.49

)

(2.68

)

(2.87

)

Diluted

(1.17

)

(1.49

)

(2.68

)

(2.87

)

Shares used in the calculation of net loss per common share:

Basic

90,993

90,247

90,650

90,080

Diluted

90,993

90,247

90,650

90,080

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(unaudited and in thousands)

March 31, 2026

June 30, 2025

ASSETS

Current assets:

Cash and cash equivalents

44,311

54,355

Accounts receivable, net

138,816

154,440

Inventories

159,071

248,731

Prepaid expenses and other current assets

84,230

43,169

Assets held for sale

9,437

29,603

Total current assets

435,865

530,298

Property, plant and equipment, net

188,104

264,730

Goodwill

288,297

500,961

Trademarks and other intangible assets, net

178,286

210,905

Operating lease right-of-use assets, net

51,340

71,171

Other assets

20,829

25,213

Total assets

1,162,721

1,603,278

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

151,926

188,307

Accrued expenses and other current liabilities

129,199

68,426

Current portion of long-term debt

549,184

7,653

Liabilities related to assets held for sale

4,594

12,987

Total current liabilities

834,903

277,373

Long-term debt, less current portion

312

697,168

Deferred income taxes

38,349

40,332

Operating lease liabilities, noncurrent portion

46,303

65,284

Other noncurrent liabilities

27,308

48,116

Total liabilities

947,175

1,128,273

Stockholders' equity:

Common stock

1,135

1,125

Additional paid-in capital

1,242,584

1,238,402

Retained (deficit) earnings

(196,296

)

46,678

Accumulated other comprehensive loss

(101,387

)

(81,053

)

946,036

1,205,152

Less: Treasury stock

(730,490

)

(730,147

)

Total stockholders' equity

215,546

475,005

Total liabilities and stockholders' equity

1,162,721

1,603,278

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited and in thousands)

Third Quarter

Third Quarter Year to Date

2026

2025

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

(106,343

)

(134,588

)

(242,974

)

(258,226

)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

12,484

10,455

39,044

32,902

Deferred income taxes

(2,664

)

(1,509

)

(2,687

)

(2,625

)

Equity in net loss of equity-method investees

966

327

1,709

Stock-based compensation, net

1,138

2,973

4,192

9,422

Goodwill impairment

31,018

110,251

150,926

201,518

Long-lived asset and intangibles impairment

15,047

24,012

26,964

42,029

Loss (gain) on sale of assets

50,529

(106

)

48,501

2,202

Other non-cash items, net

1,539

1,271

2,871

773

Increase (decrease) in cash attributable to changes in operating assets and liabilities:

Accounts receivable

37,230

17,641

(1,361

)

Inventories

27,589

(14,578

)

59,556

(10,605

)

Other current assets

(6,643

)

(597

)

(39,769

)

(8,279

)

Other assets and liabilities

(860

)

(471

)

(4,009

)

(561

)

Accounts payable and accrued expenses

(21,747

)

6,468

6,243

15,865

Net cash provided by operating activities

38,338

4,645

66,826

24,763

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property, plant and equipment

(3,789

)

(6,921

)

(16,004

)

(19,060

)

Proceeds from sale of assets

100,988

102,770

13,773

Investments and joint ventures, net

2,570

Proceeds from termination of net investment hedges

2,363

Net cash provided by (used in) investing activities

97,199

(4,552

)

86,766

(354

)

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings under bank revolving credit facility

43,000

47,000

156,000

Repayments under bank revolving credit facility

(96,000

)

(65,000

)

(205,500

)

(186,000

)

Repayments under term loan

(102,975

)

(1,875

)

(106,725

)

(5,625

)

(Payments) borrowings of other debt, net

(33

)

(2,642

)

(21

)

Employee shares withheld for taxes

(123

)

(343

)

(1,381

)

Proceeds from termination of fair value hedge

552

Net cash used in financing activities

(156,008

)

(19,425

)

(159,210

)

(36,475

)

Effect of exchange rate changes on cash

(3,235

)

7,557

(4,426

)

2,184

Net decrease in cash and cash equivalents

(23,706

)

(11,775

)

(10,044

)

(9,882

)

Cash and cash equivalents at beginning of period

68,017

56,200

54,355

54,307

Cash and cash equivalents at end of period

44,311

44,425

44,311

44,425

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 - Q3 FY26

171,495

166,862

338,357

Net sales - Q3 FY25

222,407

167,944

390,351

% change - FY26 net sales vs. FY25 net sales

(22.9

(0.6

(13.3

Gross Profit

Q3 FY26

Gross profit

39,571

30,821

70,392

Non-GAAP adjustments(1)

594

Adjusted gross profit

40,165

30,821

70,986

% change - FY26 gross profit vs. FY25 gross profit

(19.5

(13.1

(16.8

% change - FY26 adjusted gross profit vs. FY25 adjusted gross profit

(19.3

(13.1

(16.7

Gross margin

23.1

18.5

20.8

Adjusted gross margin

23.4

18.5

21.0

Q3 FY25

Gross profit

49,178

35,472

84,650

Non-GAAP adjustments(1)

592

Adjusted gross profit

49,770

35,472

85,242

Gross margin

22.1

21.1

21.7

Adjusted gross margin

22.4

21.1

21.8

Adjusted EBITDA

Q3 FY26

Adjusted EBITDA

17,171

19,580

(10,499

)

26,252

% change - FY26 Adjusted EBITDA vs. FY25 Adjusted EBITDA

(0.8

(11.7

(79.3

(21.9

Adjusted EBITDA margin

10.0

11.7

7.8

Q3 FY25

Adjusted EBITDA

17,306

22,166

(5,857

)

33,615

Adjusted EBITDA margin

7.8

13.2

8.6

(1)See accompanying tables "Adjusted Gross Profit and Adjusted Operating Income" and "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 - Q3 FY26 YTD

573,236

517,124

1,090,360

Net sales - Q3 FY25 YTD

682,836

513,596

1,196,432

% change - FY26 net sales vs. FY25 net sales

(16.1

0.7

(8.9

Gross Profit

Q3 FY26 YTD

Gross profit

122,734

90,175

212,909

Non-GAAP adjustments(1)

4,802

Adjusted gross profit

127,536

90,175

217,711

% change - FY26 gross profit vs. FY25 gross profit

(20.0

(15.2

(18.0

% change - FY26 adjusted gross profit vs. FY25 adjusted gross profit

(17.8

(15.2

(16.7

Gross margin

21.4

17.4

19.5

Adjusted gross margin

22.2

17.4

20.0

Q3 FY25 YTD

Gross profit

153,388

106,324

259,712

Non-GAAP adjustments(1)

1,779

Adjusted gross profit

155,167

106,324

261,491

Gross margin

22.5

20.7

21.7

Adjusted gross margin

22.7

20.7

21.9

Adjusted EBITDA

Q3 FY26 YTD

Adjusted EBITDA

45,091

51,133

(25,958

)

70,266

% change - FY26 Adjusted EBITDA vs. FY25 Adjusted EBITDA

(18.1

(21.4

1.1

(25.2

Adjusted EBITDA margin

7.9

9.9

6.4

Q3 FY25 YTD

Adjusted EBITDA

55,072

65,062

(26,251

)

93,883

Adjusted EBITDA margin

8.1

12.7

7.8

(1)See accompanying tables "Adjusted Gross Profit and Adjusted Operating Income" and "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:

Third Quarter

Third Quarter Year to Date

2026

2025

2026

2025

Gross profit, GAAP

70,392

84,650

212,909

259,712

Adjustments to Cost of sales:

Plant closure related costs, net

594

208

4,802

1,395

Warehouse/manufacturing consolidation and other costs, net

384

Gross profit, as adjusted

70,986

85,242

217,711

261,491

Reconciliation of Operating Loss, GAAP to Operating Income, as Adjusted:

Third Quarter

Third Quarter Year to Date

2026

2025

2026

2025

Operating loss, GAAP

(42,131

)

(121,079

)

(147,818

)

(209,925

)

Adjustments to Cost of sales:

Plant closure related costs, net

594

208

4,802

1,395

Warehouse/manufacturing consolidation and other costs, net

384

Adjustments to Operating expenses(a):

Goodwill impairment

31,018

110,251

150,926

201,518

Long-lived asset and intangibles impairment

15,047

24,012

26,964

42,029

Productivity and transformation costs

4,066

7,289

17,519

16,497

Certain litigation expenses, net(b)

2,519

407

3,164

2,254

Transaction and integration costs, net

1,553

(151

)

4,735

(574

)

Plant closure related costs, net

133

(213

)

281

(166

)

Proceeds from insurance claim(c)

(25,900

)

Operating income, as adjusted

12,799

21,108

34,673

53,412

(a) Operating expenses include amortization of acquired intangibles, selling, general and administrative expenses, goodwill impairment, long-lived asset and intangibles impairment and productivity and transformation costs.

(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:

Third Quarter

Third Quarter Year to Date

2026

2025

2026

2025

Net loss, GAAP

(106,343

)

(134,588

)

(242,974

)

(258,226

)

Adjustments to Cost of sales:

Plant closure related costs, net

594

208

4,802

1,395

Warehouse/manufacturing consolidation and other costs, net

384

Adjustments to Operating expenses(a):

Goodwill impairment

31,018

110,251

150,926

201,518

Long-lived asset and intangibles impairment

15,047

24,012

26,964

42,029

Productivity and transformation costs

4,066

7,289

17,519

16,497

Certain litigation expenses, net(b)

2,519

407

3,164

2,254

Transaction and integration costs, net

1,553

(151

)

4,735

(574

)

Plant closure related costs, net

133

(213

)

281

(166

)

Proceeds from insurance claim(c)

(25,900

)

Adjustments to Interest and other expense, net(d):

Loss (gain) on sale of assets

50,529

(106

)

48,501

2,202

Unrealized currency losses

219

1,255

623

825

Adjustments to Provision (benefit) for income taxes:

Net tax impact of non-GAAP adjustments

(584

)

(2,693

)

133

1,615

Net (loss) income, as adjusted

(1,249

)

6,055

(11,226

)

9,753

Net loss margin

(31.4

(34.5

(22.3

(21.6

Adjusted net (loss) income margin

(0.4

1.6

(1.0

0.8

Diluted shares used in the calculation of net loss per common share:

90,993

90,247

90,650

90,080

Diluted shares used in the calculation of adjusted net (loss) income per common share:

90,993

90,407

90,650

90,287

Diluted net loss per common share, GAAP

(1.17

)

(1.49

)

(2.68

)

(2.87

)

Diluted net (loss) income per common share, as adjusted

(0.01

)

0.07

(0.12

)

0.11

(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, net includes interest and other financing expenses, net, loss (gain) on sale of assets, unrealized currency losses and other expense, net.

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES

Organic Net Sales Growth by Segment

(unaudited and in thousands)

Q3 FY26

North America

International

Hain Consolidated

Net sales

171,495

166,862

338,357

Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories

57,493

872

58,365

Less: Impact of foreign currency exchange

282

12,244

12,526

Organic net sales

113,720

153,746

267,466

Q3 FY25

Net sales

222,407

167,944

390,351

Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories

105,487

1,155

106,642

Organic net sales

116,920

166,789

283,709

Net sales decline

(22.9

(0.6

(13.3

Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories

(20.3

(0.1

(10.8

Less: Impact of foreign currency exchange

0.1

7.3

3.2

Organic net sales decline

(2.7

(7.8

(5.7

Q3 FY26 YTD

North America

International

Hain Consolidated

Net sales

573,236

517,124

1,090,360

Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories

226,664

3,085

229,749

Less: Impact of foreign currency exchange

267

27,906

28,173

Organic net sales

346,305

486,133

832,438

Q3 FY25 YTD

Net sales

682,836

513,596

1,196,432

Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories

330,826

3,872

334,698

Organic net sales

352,010

509,724

861,734

Net sales (decline) growth

(16.1

0.7

(8.9

Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories

(14.5

(0.1

(7.9

Less: Impact of foreign currency exchange

0.0

5.4

2.4

Organic net sales decline

(1.6

(4.6

(3.4

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES

Organic Net Sales Growth by Category

(unaudited and in thousands)

Q3 FY26

Baby & Kids

Beverages

Meal Prep

Personal Care

Snacks

Hain Consolidated

Net sales

53,133

66,502

153,231

12,664

52,827

338,357

Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories

332

12,664

45,369

58,365

Less: Impact of foreign currency exchange

1,589

3,339

7,118

480

12,526

Organic net sales

51,544

63,163

145,781

6,978

267,466

Q3 FY25

Net sales

59,896

62,874

162,266

16,809

88,506

390,351

Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories

221

8,634

16,809

80,978

106,642

Organic net sales

59,675

62,874

153,632

7,528

283,709

Net sales (decline) growth

(11.3

5.8

(5.6

(24.7

(40.3

(13.3

Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories

(0.4

(0.0

(4.9

n/a

(33.5

(10.8

Less: Impact of foreign currency exchange

2.7

5.3

4.4

n/a

0.5

3.2

Net sales (decline) growth

(13.6

0.5

(5.1

n/a

(7.3

(5.7

Q3 FY26 YTD

Baby & Kids

Beverages

Meal Prep

Personal Care

Snacks

Hain Consolidated

Net sales

162,515

200,609

485,117

37,426

204,693

1,090,360

Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories

)

8,716

37,426

183,611

229,749

Less: Impact of foreign currency exchange

3,464

8,123

15,578

1,008

28,173

Organic net sales

159,055

192,486

460,823

20,074

832,438

Q3 FY25 YTD

Net sales

182,225

189,364

499,311

47,844

277,688

1,196,432

Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories

1,003

29,663

47,844

256,188

334,698

Organic net sales

181,222

189,364

469,648

21,500

861,734

Net sales (decline) growth

(10.8

5.9

(2.8

(21.8

(26.3

(8.9

Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories

(0.5

0.0

(4.0

n/a

(20.1

(7.9

Less: Impact of foreign currency exchange

1.9

4.3

3.1

n/a

0.4

2.4

Net sales (decline) growth

(12.2

1.6

(1.9

n/a

(6.6

(3.4

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES

Adjusted EBITDA

(unaudited and in thousands)

Third Quarter

Third Quarter Year to Date

2026

2025

2026

2025

Net loss

(106,343

)

(134,588

)

(242,974

)

(258,226

)

Depreciation and amortization

12,484

10,455

39,044

32,902

Equity in net loss of equity-method investees

966

327

1,709

Interest expense, net

12,515

11,096

39,723

36,084

Provision (benefit) for income taxes

759

(505

)

1,889

5,746

Stock-based compensation, net

1,138

2,973

4,192

9,422

Unrealized currency losses

219

1,137

623

707

Certain litigation expenses, net(a)

2,519

407

3,164

2,254

Proceeds from insurance claim(b)

(25,900

)

Restructuring activities

Productivity and transformation costs

4,066

7,289

17,519

16,497

Plant closure related costs, net

727

)

1,533

1,229

Warehouse/manufacturing consolidation and other costs, net

384

Acquisitions, divestitures and other

Loss (gain) on sale of assets

50,529

(106

)

48,501

2,202

Transaction and integration costs, net

1,553

(151

)

4,735

(574

)

Impairment charges

Goodwill impairment

31,018

110,251

150,926

201,518

Long-lived asset and intangibles impairment

15,047

24,012

26,964

42,029

Adjusted EBITDA

26,252

33,615

70,266

93,883

(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)

Third Quarter

Third Quarter Year to Date

2026

2025

2026

2025

Net cash provided by operating activities

38,338

4,645

66,826

24,763

Purchases of property, plant and equipment

(3,789

)

(6,921

)

(16,004

)

(19,060

)

Free cash flow

34,549

(2,276

)

50,822

5,703

THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES

Net Debt

(unaudited and in thousands)

March 31, 2026

June 30, 2025

Debt

Current portion of long-term debt

549,184

7,653

Long-term debt, less current portion

312

697,168

Total debt

549,496

704,821

Less: Cash and cash equivalents

44,311

54,355

Net debt

505,185

650,466

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Document And Entity Information

May 11, 2026

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration