Financial Analysis

17. COMMITMENTS AND CONTINGENCIES Securities Class Actions Filed in Federal Court The Company and certain of its former officers (collectively, the Defendants) are defendants in a consolidated class action complaint in the Eastern District of New York under the caption In re The Hain Celestial Group, Inc. Securities Litigation (the Consolidated Securities Action). A Corrected Consolidated Amended Complaint was filed in the summer of 2017, which asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly materially false or misleading statements and omissions in public statements, press releases and SEC filings regarding the Companys business, prospects, financial results and internal controls. After Defendants initial motion to dismiss was granted without prejudice to replead in October 2017, the Co-Lead Plaintiffs filed a Second Amended Consolidated Class Action Complaint on May 6, 2019 (the Second Amended Complaint), which made allegations similar to those in the previous complaint. After several years of motion practice and related court orders, on September 29, 2023, the District Court granted Defendants Motion to Dismiss the Second Amended Complaint. Co-Lead Plaintiffs filed a notice of appeal on October 26, 2023, appealing the District Courts decision dismissing the Second Amended Complaint to the Second Circuit, and the appeal was fully briefed as of June 3, 2024. On September 29, 2025, the Second Circuit reversed and reman …

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11. DEBT AND BORROWINGS Debt and borrowings consisted of the following: Fiscal Year Ended June 30, 2026 2025 Revolving credit facility $ 411,000 $ 450,500 Term loans 146,950 255,550 Less: Unamortized issuance costs ( 476 ) ( 1,844 ) Finance lease obligations 370 615 557,844 704,821 Current debt and finance lease obligations (1) 557,552 7,653 Long-term debt and finance lease obligations, less current portion $ 292 $ 697,168 (1) Includes $ 78 (2025: $ 153 ) of finance lease obligations. Credit Agreement On December 22, 2021, the Company entered into a Fourth Amended and Restated Credit Agreement (as subsequently amended, the Credit Agreement). The Credit Agreement originally provided for senior secured financing of $ 1,100,000 in the aggregate, consisting of (1) $ 300,000 in aggregate principal amount of term loans (the Term Loans) and (2) an $ 800,000 senior secured revolving credit facility (which includes borrowing capacity available for letters of credit, and was originally comprised of a $ 440,000 U.S. revolving credit facility and $ 360,000 global revolving credit facility) (the Revolver). Both the Revolver and the Term Loans mature on December 22, 2026. The Companys obligations under the Credit Agreement are guaranteed by certain existing and future domestic subsidiaries of the Company and are secured by liens on assets of the Company and its material domestic subsidiaries, including the equity interest in each of their direct subsidiaries and intellectual property, subj …

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14. STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS The Company maintains a shareholder-approved plan, The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (as amended, the 2022 Plan), which was approved at the Companys 2022 Annual Meeting of Shareholders held on November 17, 2022, and further amended at the Companys 2024 Annual Meeting of Shareholders held on October 31, 2024 and 2025 Annual Meeting of Shareholders held on October 30, 2025. The 2022 Plan permits the Company to continue making equity-based and other incentive awards in a manner intended to properly incentivize its employees, directors, consultants and other service providers by aligning their interests with the interests of the Companys shareholders. The 2022 Plan is administered by the Compensation Committee of the Companys Board of Directors. The Company also historically granted shares under its Amended and Restated 2002 Long-Term Incentive and Stock Award Plan and its 2019 Equity Inducement Award Program. Beginning in the second quarter of fiscal 2025, a new form of awards was granted to employees that can be settled in cash or stock, at the Companys discretion. These awards are accounted for as liability-based equity awards since the Company has the ability and intent to settle such awards in cash. Stock-Based Award Activity Stock-based awards are generally issued in the form of restricted share units (RSUs), which are service-based awards, and performance share units (PS …

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15. FAIR VALUE MEASUREMENTS The Companys financial assets and liabilities measured at fair value are required to be grouped in one of three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are: Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The following table presents assets and liabilities measured at fair value on a recurring basis as of June 30, 2026: Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Derivative financial instruments $ 1,527 $ $ 1,527 $ Liabilities: Derivative financial instruments $ 13,764 $ $ 13,764 $ The following table presents assets and liabilities measured at fair value on a recurring basis as of June 30, 2025: Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Derivative financial instruments $ 5,835 $ $ 5,835 $ Liabilities: Derivative financial i …

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9. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The following table provides the changes in the carrying value of goodwill by reportable segment: North America International Total Balance as of June 30, 2024 (1) $ 689,468 $ 239,836 $ 929,304 Divestiture (2) ( 7,280 ) ( 7,280 ) Impairment charges ( 357,679 ) ( 71,203 ) ( 428,882 ) Reclassification of goodwill to held for sale (3) ( 11,164 ) ( 11,164 ) Translation ( 1,024 ) 20,007 18,983 Balance as of June 30, 2025 312,321 188,640 500,961 Divestiture (4) ( 57,082 ) ( 57,082 ) Impairment charges ( 38,495 ) ( 154,724 ) ( 193,219 ) Translation ( 4,581 ) ( 4,581 ) Balance as of June 30, 2026 $ 216,744 $ 29,335 $ 246,079 (1) The total carrying value of goodwill as of June 30, 2024 is reflected net of $ 134,277 of accumulated impairment charges, of which $ 7,700 is related to the North America reportable segment and $ 126,577 is related to the International reportable segment. (2) Represents the goodwill assigned to the ParmCrisps business in connection with the divestiture of such business, which was ascribed on a relative fair value basis. See Note 5, Dispositions, for more information. (3) Represents the goodwill ascribed to the PC business in connection with the classification such business as held for sale. See Note 4, Assets and Liabilities Held for Sale, for more information. (4) During February 2026, the Company completed the divestiture of its North American Snacks Business. Goodwill of $ 57,082 was ascribed to the divested …

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12. INCOME TAXES The components of loss before income taxes and equity in net loss of equity-method investees were as follows: Fiscal Year Ended June 30, 2026 2025 Domestic $ ( 142,731 ) $ ( 456,528 ) Foreign ( 164,049 ) ( 57,203 ) Total $ ( 306,780 ) $ ( 513,731 ) The provision (benefit) for income taxes consisted of the following: Fiscal Year Ended June 30, 2026 2025 Current: Federal $ 962 $ 3,686 State and local 411 1,260 Foreign 4,865 14,774 6,238 19,720 Deferred: Federal ( 4,229 ) 2,642 State and local ( 2,578 ) ( 5,599 ) Foreign ( 1,639 ) ( 1,466 ) ( 8,446 ) ( 4,423 ) Total $ ( 2,208 ) $ 15,297 The following table provides income taxes paid (net of refunds received) by primary jurisdiction for fiscal year 2026. Fiscal Year Ended June 30, 2026 Federal $ 121 State and Local 137 Foreign United Kingdom 7,527 Cyprus 2,101 Germany 1,836 Canada 1,552 Ireland 765 Other 658 $ 14,697 The items accounting for differences between income taxes computed at the federal statutory rate and the provision recorded for income taxes are as follows (in millions, except percentages): Fiscal Year Ended June 30, 2026 % Expected United States federal income tax at statutory rate $ ( 64,424 ) 21.0 % State income taxes, net of federal benefit (a) ( 2,413 ) 0.8 % Foreign tax effects: UK Impairment of goodwill (b) 19,803 ( 6.5 )% Change in valuation allowance 11,162 ( 3.6 )% Statutory tax rate difference between the U.K. and the U.S. ( 4,689 ) 1.5 % UK other 548 ( 0.2 )% Canada Change in valuation a …

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Recently Adopted Accounting Pronouncement In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09 , Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which will require entities to disclose more detailed information in the reconciliation of their statutory tax rate to their effective tax rate. The ASU also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction, pretax income (loss) from continuing operations, and income tax expense (benefit). The amendments were effective for fiscal years beginning after December 15, 2024 and for interim periods within fiscal years beginning after December 15, 2025. The Company adopted this ASU effective June 30, 2026 on a prospective basis and has incorporated such enhanced disclosures in Note 12, Income Taxes . Recently Issued Accounting Pronouncements Not Yet Adopted In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations to clarify the accounting treatment and reporting standards of environmental credits and environmental credit obligations. ASU 2026-02 is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period and should be applied on a retrospective basis. The Company is currently evaluating the provisions …

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19. DEFINED CONTRIBUTION PLANS The Company has a 401(k) Employee Retirement Plan (the Plan) to provide retirement benefits for eligible employees. All full-time employees of the Company and its wholly-owned domestic subsidiaries are eligible to participate upon completion of 30 days of service. On an annual basis, the Company m ay, in its sole discretion, make certain matching contributions. For the fiscal years ended June 30, 2026 and 2025, the Company made contrib utions to the Plan of $ 2,442 and $ 2,441 , respectively, and recorded retirement plan expense in the amount of $ 1,081 and $ 2,547 , respectively. In addition, while certain of the Companys international subsidiaries maintain separate defined contribution plans for their employees, except for the U.K., the amounts are not significant to the Companys consolidated financial statements. Certain U.K. subsidiaries offer an auto-enrollment defined contribution plan to all employees. Employees must be aged 22 or over but under the State Pension age and have earned over 10 . Employees outside of these criteria have the option to opt-in. Employees must contribute a minimum percentage to the plan and the U.K. subsidiaries make matching contributions. For the fiscal years ended June 30, 2026 and 2025, there were contributions and retirement plan expense recorded in the amount of $ 3,023 and $ 2,715, respectively. …

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18. RESTRUCTURING PROGRAM During the first quarter of fiscal year 2024, the Company began a multi-year restructuring program (the Restructuring Program) and incurred charges related to contract terminations, asset write-downs, employee-related costs, and other transformation-related expenses. For the fiscal year ended June 30, 2026, expenses associated with the Restructuring Program in the amount of $ 22,039 , $ 5,224 , and $ 10 , respectively, were recorded in productivity and transformation costs, cost of sales, and long-lived asset and intangibles impairment, respectively, on the consolidated statements of operations. For the fiscal year ended June 30, 2025, expenses associated with the Restructuring Program in the amount of $ 21,530 , $ 2,685 and $ 1,599 were recorded in productivity and transformation costs, long-lived asset and intangibles impairment, and cost of sales, respectively, on the consolidated statements of operations. The table below sets forth expenses associated with the Restructuring Program for the fiscal years ended June 30, 2026 and 2025 by reportable segment and Corporate and Other. Fiscal Year Ended June 30, 2026 2025 North America $ 17,075 $ 12,019 Corporate and Other 6,885 10,026 International 3,313 3,769 $ 27,273 $ 25,814 The following table displays the activities and liability balances relating to the Restructuring Program for the fiscal years ended June 30, 2026 and 2025. The Company expects to pay the remaining accrued restructuring costs durin …

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20. SEGMENT INFORMATION The Companys organizational structure consists of two geographic based reportable segments: North America and International, which are also the operating segments. This structure is in line with how the Companys Chief Operating Decision Maker (CODM) asse sses the Companys performance and allocates resources. The President and Chief Executive Officer is the CODM of the Company. The Companys measure of segment profitability is Adjusted EBITDA of each reportable segment and also uses net sales in order to analyze segment results, trends and allocate resources. On a monthly basis, the CODM reviews how actual results compare to forecasts and prior periods when making decisions regarding strategic initiatives and capital investments to segments. Segment Adjusted EBITDA excludes: net interest expense, income taxes, depreciation and amortization, equity in net loss of equity-method investees, stock-based compensation, net, unrealized currency losses, certain litigation and related costs, plant closure related costs, net, productivity and transformation costs, warehouse and manufacturing consolidation and other costs, net, costs associated with acquisitions, divestitures and other transactions, (gain) loss on sale of assets, impairment of goodwill, long-lived asset and intangibles impairments and other adjustments. In addition, Segment Adjusted EBITDA does not include Corporate and Other expenses related to the Companys centralized administrative functions, whi …

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13. STOCKHOLDERS EQUITY Preferred Stock The Company is authorized to issue blank check preferred stock of up to 5,000 shares with such designations, rights and preferences as may be determined from time to time by the Board of Directors. Accordingly, the Board of Directors is empowered to issue, without stockholder approval, preferred stock with dividends, liquidation, conversion, voting or other rights which could decrease the amount of earnings and assets available for distribution to holders of the Companys common stock. At June 30, 2026 and 2025, no preferred stock was issued or outstanding. Accumulated Other Comprehensive Loss The following table presents the changes in accumulated other comprehensive loss (AOCL): Foreign Currency Translation Adjustment, Net Deferred (Losses) Gains on Cash Flow Hedging Instruments, Net Deferred (Losses) Gains on Fair Value Hedging Instruments, Net Deferred (Losses) Gains on Net Investment Hedging Instruments, Net Total Balance at June 30, 2024 ( 147,073 ) 9,395 297 136 ( 137,245 ) Other comprehensive income (loss) before reclassifications 71,324 ( 1,892 ) ( 1,670 ) ( 6,782 ) 60,980 Amounts reclassified into (income) loss ( 4,920 ) 1,557 ( 1,425 ) ( 4,788 ) Net change in accumulated other comprehensive income (loss) for the fiscal year ended June 30, 2025 (1) 71,324 ( 6,812 ) ( 113 ) ( 8,207 ) 56,192 Balance at June 30, 2025 ( 75,749 ) 2,583 184 ( 8,071 ) ( 81,053 ) Other comprehensive (loss) income before reclassifications ( 21,228 ) 1,3 …

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21. SUBSEQUENT EVENT As part of the Companys strategic review, on September 12, 2026, the Company and the Purchasers entered into the Purchase Agreement relating to the International Business Transaction. The aggregate net cash proceeds to be realized from the International Business Transaction are expected to be between 225,100 and 228,800 , or between approximately $ 305,000 and $ 310,000 . Upon closing of the International Business Transaction, the Company would use the net proceeds to reduce the Companys indebtedness. Consummation of the International Business Transaction is subject to regulatory approvals and the Company and its lenders entering into an amendment of the Companys 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. See Note 1, Description of the Business and Basis of Presentation , under the heading Strategic ReviewInternational Business Transaction and Note 18, Restructuring Program , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K . …

SubsequentEventsTextBlock · excerpt; the full note is in the filing