Financial Analysis

18. 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. The Court held oral argument on Plaintiffs appeal on Decembe …

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11. DEBT AND BORROWINGS Debt and borrowings consisted of the following: Fiscal Year Ended June 30, 2025 2024 Revolving credit facility $ 450,500 $ 475,000 Term loans 255,550 270,550 Less: Unamortized issuance costs ( 1,844 ) ( 1,680 ) Other borrowings (1) 615 222 704,821 744,092 Short-term borrowings and current portion of long-term debt (2) 7,653 7,569 Long-term debt, less current portion $ 697,168 $ 736,523 (1) Includes $ 615 (2024: $ 222 ) of finance lease obligations. (2) Includes $ 153 (2024: $ 85 ) of short-term 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. Th e 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 eac …

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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. 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. 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 During Past Three Years Stock-based awards are generally issued in the form of restricted share units (RSUs), which are service-based awards, and performance share units (PSUs) that are subject to the achievement of minimum …

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16. 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, 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 instruments $ 19,706 $ $ 19,706 $ The following table presents assets and liabilities measured at fair value on a recurring basis as of June 30, 2024: Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Derivative financial instruments $ 14,982 $ $ 14,982 $ Liabilities: Derivative financial …

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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, 2023 (1) $ 697,053 $ 241,587 $ 938,640 Divestiture (2) ( 6,267 ) ( 6,267 ) Translation ( 1,318 ) ( 1,751 ) ( 3,069 ) Balance as of June 30, 2024 689,468 239,836 929,304 Divestiture (3) ( 7,280 ) ( 7,280 ) Impairment charges ( 357,679 ) ( 71,203 ) ( 428,882 ) Reclassification of goodwill to held for sale (4) ( 11,164 ) ( 11,164 ) Translation ( 1,024 ) 20,007 18,983 Balance as of June 30, 2025 $ 312,321 $ 188,640 $ 500,961 (1) The total carrying value of goodwill as of June 30, 2023 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) During the fiscal year ended June 30, 2024, the Company completed the divestitures of Thinsters and Queen Helene, both were components of the North America reportable segment. Goodwill of $ 5,732 and $ 535 was assigned to divested components of Thinsters and Queen Helene , respectively, on a relative fair value basis. (3) 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, Disposition, for more information. (4) Represents the goodwill ascribed to the PC business in connection wi …

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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, 2025 2024 2023 Domestic $ ( 456,528 ) $ ( 148,014 ) $ ( 183,601 ) Foreign ( 57,203 ) 67,733 54,020 Total $ ( 513,731 ) $ ( 80,281 ) $ ( 129,581 ) The provision (benefit) for income taxes consisted of the following: Fiscal Year Ended June 30, 2025 2024 2023 Current: Federal $ 3,686 $ ( 55 ) $ 3,103 State and local 1,260 616 953 Foreign 14,774 14,980 7,719 19,720 15,541 11,775 Deferred: Federal 2,642 ( 23,403 ) ( 23,551 ) State and local ( 5,599 ) ( 2,386 ) 271 Foreign ( 1,466 ) 2,428 ( 2,673 ) ( 4,423 ) ( 23,361 ) ( 25,953 ) Total $ 15,297 $ ( 7,820 ) $ ( 14,178 ) Cash paid for income taxes, net of refunds, during the fiscal years ended June 30, 2025 and June 30, 2024 amounted to $ 12,099 and $ 10,303 , respectively. The reconciliation of the U.S. federal statutory rate to the Companys effective rate on (loss) income before (benefit) provision for income taxes is as follows: Fiscal Year Ended June 30, 2025 % 2024 % 2023 % Expected United States federal income tax at statutory rate $ ( 107,884 ) 21.0 % $ ( 16,857 ) 21.0 % $ ( 27,233 ) 21.0 % State income taxes, net of federal benefit ( 11,431 ) 2.2 % ( 5,060 ) 6.3 % ( 4,866 ) 3.8 % U.S. tax on foreign earnings 3,466 ( 0.7 )% 266 ( 0.3 )% 1,946 ( 1.5 )% Foreign income at different rates ( 6,538 ) 1.3 % ( 313 ) 0.3 % ( 905 ) 0.7 % Change in valuation allowance (a) 28,757 ( 5.6 ) …

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Recently Adopted Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted this ASU effective June 30, 2025 and has incorporated such enhanced disclosures in Note 21, Segment Information . Recently Issued Accounting Pronouncements Not Yet Adopted In July 2025, the FASB issued ASU 2025-05, Financial Instruments Credit Losses (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets, which will provide a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses: all entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments are effective for fiscal years beginning after December 15, 2025 and for interim periods within fiscal years beginning after December 15, 2025. The Company is cu …

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20. 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, 2025, 2024 and 2023, the Company made contrib utions to the Plan of $ 2,441 , $ 2,560 and $ 2,307 , respectively, and recorded retirement plan expense in the amount of $ 2,547 , $ 2,675 and $ 2,457 , 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, 2025, 2024 and 2023, there were contributions and retirement plan expense recorded in the amount of $ 2,715 , $ 2,421 and $ 2,096 , respectively. …

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19. TRANSFORMATION PROGRAM During the first quarter of fiscal year 2024, the Company initiated a multi-year growth, transformation and restructuring program (the Restructuring Program). The Restructuring Program is intended to optimize the Companys portfolio, improve underlying profitability and increase its flexibility to invest in targeted growth initiatives, brand building and other capabilities critical to delivering future growth. The savings initiatives are expected to impact the Companys reportable segments and Corporate and Other. Implementation of the Restructuring Program is expected to be completed by the end of the 2027 fiscal year and is comprised of contract termination costs, asset write-downs, employee-related costs and other transformation-related expenses. 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 , respectively, were recorded in productivity and transformation costs, intangibles and long-lived asset impairment, and cost of sales, respectively, on the consolidated statements of operations . For the fiscal year ended June 30, 2024, expenses associated with the Restructuring Program in the amount of $ 27,741 , $ 24,782 and $ 7,725 were recorded in productivity and transformation costs, intangibles and long-lived asset impairment, and cost of sales, respectively, on the consolidated statements of operations. The table below sets forth expenses associated with the …

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21. 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 Interim 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 and certain realized 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, intangibles and long-lived asset impairments and other adjustments. In addition, Segment Adjusted EBITDA does not include Corporate and Other expenses related to the Companys centralized administrative functions …

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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, 2025 and 2024, 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 Gains (Losses) 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, 2022 $ ( 168,225 ) $ 519 $ 500 $ 2,724 $ ( 164,482 ) Other comprehensive income (loss) before reclassifications 30,197 15,390 ( 249 ) ( 1,022 ) 44,316 Amounts reclassified into (income) loss ( 5,011 ) 434 ( 1,473 ) ( 6,050 ) Net change in accumulated other comprehensive income (loss) for the fiscal year ended June 30, 2023 (1) 30,197 10,379 185 ( 2,495 ) 38,266 Balance at June 30, 2023 ( 138,028 ) 10,898 685 229 ( 126,216 ) Other comprehensive (loss) income before reclassifications ( 9,045 ) 5,545 342 1 …

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