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What changed in HAIN CELESTIAL GROUP INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of HAIN CELESTIAL GROUP INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+342 added−310 removedSource: 10-K (2025-09-15) vs 10-K (2024-08-27)

Top changes in HAIN CELESTIAL GROUP INC's 2025 10-K

342 paragraphs added · 310 removed · 234 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

125 edited+30 added−40 removed108 unchanged
Biggest changeForeign Corrupt Practices Act and the Office of Foreign Assets Control trade sanction regulations and anti-boycott regulations; • difficulties associated with operating under a wide variety of complex foreign laws, treaties and regulations, including compliance with food safety regulations, marketing and labeling laws and regulations, antitrust and competition laws, anti-modern slavery laws, anti-bribery and anti-corruption laws, data privacy laws, including the European Union General Data Protection Regulation (“GDPR”), tax laws and regulations and a variety of other local, national and multi-national regulations and laws; • tariffs, quotas, trade barriers or sanctions, other trade protection measures and import or export licensing requirements imposed by governments that might negatively affect our sales, including, but not limited to, Canadian and European Union tariffs imposed on certain U.S. food and beverages; • currency exchange rate fluctuations; • varying abilities to enforce intellectual property and contractual rights; 14 Table of Contents • periodic economic downturns and the instability of governments, including default or deterioration in the credit worthiness of local governments, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, public corruption, instability in the financial services sector, expropriation and other economic or political uncertainties; and • greater risk of uncollectible accounts and longer collection cycles.
Biggest changeOur non-U.S. sales and operations are subject to risks inherent in conducting business abroad, many of which are outside our control, including: • tariffs, quotas, trade barriers or sanctions, other trade protection measures and import or export licensing requirements imposed by governments that might negatively affect our sales, including, but not limited to, Canadian and European Union tariffs imposed on certain U.S. food and beverages; • difficulties in managing a global enterprise, including differing labor standards and design and implementation of effective control environment processes across our diverse operations and employee base; 14 Table of Contents • difficulties associated with operating under a wide variety of complex foreign laws, treaties and regulations, including compliance with food safety regulations, marketing and labeling laws and regulations, antitrust and competition laws, anti-modern slavery laws, anti-bribery and anti-corruption laws, data privacy laws, including the European Union General Data Protection Regulation (“GDPR”), tax laws and regulations and a variety of other local, national and multi-national regulations and laws; • currency exchange rate fluctuations; • varying abilities to enforce intellectual property and contractual rights; • periodic economic downturns and the instability of governments, including default or deterioration in the creditworthiness of local governments, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, public corruption, instability in the financial services sector, expropriation and other economic or political uncertainties; • compliance with U.S. laws affecting operations outside of the United States, such as the U.S.
In general, utilizing co-packers provides us with the flexibility to produce a large variety of products and the ability to enter new categories quickly and economically. Our contract manufacturers have been selected based on their production capabilities, capitalization and their specific product category expertise, and we expect to continue to partner with them to improve and expand our product offerings.
In general, utilizing co-packers provides us with the flexibility to produce a large variety of products and the ability to enter new categories quickly and economically. Our contract manufacturers have been selected based on their production capabilities, capitalization and specific product category expertise, and we expect to continue to partner with them to improve and expand our product offerings.
In the U.S., our organic products are certified in accordance with the USDA’s National Organic Program through Quality Assurance International (“QAI”), a third-party certifying agency. For products marketed as organic outside of the U.S., we use accredited certifying agencies to ensure compliance with country-specific government regulations for selling organic products or reciprocity, where available.
In the U.S., our organic food products are certified in accordance with the USDA’s National Organic Program through Quality Assurance International (“QAI”), a third-party certifying agency. For products marketed as organic outside of the U.S., we use accredited certifying agencies to ensure compliance with country-specific government regulations for selling organic products or reciprocity, where available.
Company Website and Available Information The following information can be found, free of charge, in the “Investor Relations” section of our corporate website at ir.hain.com : • our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC; • our policies related to corporate governance, including our Code of Conduct applying to our directors, officers and employees (including our principal executive officer and principal financial and accounting officers) that we have adopted to meet the requirements set forth in the rules and regulations of the SEC and The Nasdaq Stock Market LLC; and • the charters of the Audit, Compensation and Talent Management, Corporate Governance and Nominating and Strategy Committees of our Board of Directors.
Company Website and Available Information The following information can be found, free of charge, in the “Investor Relations” section of our corporate website at ir.hain.com : • our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC; • our policies related to corporate governance, including our Code of Conduct applying to our directors, officers and employees (including our principal executive officer, principal financial officer and principal accounting officer) that we have adopted to meet the requirements set forth in the rules and regulations of the SEC and The Nasdaq Stock Market LLC; and • the charters of the Audit, Compensation, Nominating and Governance and Strategy Committees of our Board of Directors.
International Segment: United Kingdom In the United Kingdom, our products include baby and toddler food, soups, plant-based and meat-free dishes and meals, as well as ambient products such as jams, fruit spreads, jellies, honey, marmalades, nut butters, syrups and dessert sauces.
International Segment: United Kingdom In the United Kingdom, our products include baby and toddler food, soups, plant-based and meat-free dishes and meals, as well as ambient products such as jams, fruit spreads, jellies, marmalades, nut butters, syrups and dessert sauces.
Independent Certifications Substantially all of our Hain-owned manufacturing sites and a significant number of our contract manufacturers are certified against a recognized standard such as the Global Food Safety Initiative (“GFSI”), which includes Safe Quality Foods (“SQF”) and British Retail Consortium (“BRC”), or ISO 9001 Quality Management Systems and ISO 22716 GMP Cosmetic and Personal Care.
Independent Certifications Substantially all of our Company-owned manufacturing sites and a significant number of our contract manufacturers are certified against a recognized standard such as the Global Food Safety Initiative (“GFSI”), which includes Safe Quality Foods (“SQF”) and British Retail Consortium (“BRC”), or ISO 9001 Quality Management Systems and ISO 22716 GMP Cosmetic and Personal Care.
Our customer base consists principally of grocery supermarkets, club stores, mass merchandisers, natural food distributors, drug store chains, personal care distributors, and food service distributors. Our products are sold through our own retail direct sales force. We also utilize third-party brokers who receive commissions and sell to food service and retail customers.
Canada Our products are sold throughout Canada. Our customer base consists principally of grocery supermarkets, club stores, mass merchandisers, natural food distributors, drug store chains, personal care distributors, and food service distributors. Our products are sold through our own retail direct sales force. We also utilize third-party brokers who receive commissions and sell to food service and retail customers.
For example, as discussed in Note 17, Commitments and Contingencies , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K, we are subject to consumer class actions, and other lawsuits alleging some form of personal injury, relating to our Earth’s Best ® baby food products.
For example, as discussed in Note 18, Commitments and Contingencies , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K, we are subject to consumer class actions, and other lawsuits alleging some form of personal injury, relating to our Earth’s Best ® baby food products.
For example, as discussed in Note 17, Commitments and Contingencies , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K, we are currently subject to class actions and derivative complaints arising out of or related to the Company’s prior internal accounting review.
For example, as discussed in Note 18, Commitments and Contingencies , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K, we are currently subject to class actions and derivative complaints arising out of or related to the Company’s prior internal accounting review.
Our inability to enter into satisfactory distribution agreements may inhibit our ability to implement our business plan or to establish markets necessary to successfully expand the distribution of our products. We are subject to risks associated with our international sales and operations, including foreign currency, compliance and trade risks.
Our inability to enter into satisfactory distribution agreements may inhibit our ability to implement our business plan or to establish markets necessary to successfully expand the distribution of our products. We are subject to risks associated with our international sales and operations, including tariffs, foreign currency and compliance and other trade risks.
The natural and organic ingredients that we use in the production of our products (including, among others, vegetables, fruits, nuts and grains) are vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, water scarcity, temperature extremes, wildfires, frosts, earthquakes and pestilences.
Certain ingredients that we use in the production of our products (including, among others, vegetables, fruits, nuts and grains) are vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, water scarcity, temperature extremes, wildfires, frosts, earthquakes and pestilences.
In addition, we work with other nongovernmental organizations such as the Gluten Free Intolerance Group, Fair Trade USA, Environmental Working Group, The Skin Cancer Foundation, Coalition for Consumer Information on Cosmetics/Leaping Bunny, The Roundtable on Sustainable Palm Oil and the Non-GMO Project.
In addition, we work with other nongovernmental organizations such as the Gluten Free Intolerance Group, Fair Trade USA, The Skin Cancer Foundation, Coalition for Consumer Information on Cosmetics/Leaping Bunny, The Roundtable on Sustainable Palm Oil and the Non-GMO Project.
If the Company ever were to amend or waive any provision of its Code of Ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set forth above rather than by filing a Current Report on Form 8-K.
If the Company ever were to amend or waive any provision of its Code of Ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends 10 Table of Contents to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set forth above rather than by filing a Current Report on Form 8-K.
Our growth and continued success depend upon consumer preferences for our products, which could change. Our business is primarily focused on sales of organic, natural and better-for-you products, and could be harmed if consumer demand for such categories were to decrease.
Our growth and continued success depend upon consumer preferences for our products, which could change. Our business is primarily focused on sales of better-for-you products and could be harmed if consumer demand for such categories were to decrease.
Furthermore, our operations are governed by laws and regulations relating to workplace safety and worker health, which, among other things, regulate employee exposure to hazardous chemicals in the workplace. Any material costs incurred in connection with such liabilities or claims could have a material adverse effect on our business, results of operations and financial condition.
Furthermore, our operations are governed by laws and regulations relating to workplace safety and worker health, which, among other things, regulate employee exposure to hazardous chemicals 20 Table of Contents in the workplace. Any material costs incurred in connection with such liabilities or claims could have a material adverse effect on our business, results of operations and financial condition.
The credit agreement also contains restrictive covenants including, with specified exceptions, limitations on our ability to engage in certain business activities, incur debt and liens, pay dividends or 17 Table of Contents make other distributions, enter into affiliate transactions, consolidate, merge or acquire or dispose of assets, and make certain investments, acquisitions and loans.
The credit agreement also contains restrictive covenants including, with specified exceptions, limitations on our ability to engage in certain business activities, incur debt and liens, pay dividends or make other distributions, enter into affiliate transactions, consolidate, merge or acquire or dispose of assets, and make certain investments, acquisitions and loans.
The products sold in the United Kingdom include Ella's Kitchen ® premium organic infant and toddler foods, New Covent Garden Soup Co. ® and Yorkshire Provender ® chilled soups, private label and Farmhouse Fare ™ hot-eating desserts, Linda McCartney’s ® (under license) chilled and frozen plant-based dishes and meals, Hartley’s ® jams, fruit spreads and jellies, Sun-Pat ® nut butters, Clarks™ natural sweeteners and Robertson’s ® , Frank Cooper’s ® and Rose’s ® (under license) marmalades and conserves.
The products sold in the United Kingdom include Ella’s Kitchen ® premium organic infant and toddler foods, New Covent Garden Soup Co. ® , Yorkshire Provender ® and Cully and Sully ® chilled soups, private label and Farmhouse Fare ™ hot-eat desserts, Linda McCartney’s ® (under license) frozen plant-based dishes and meals, Hartley’s ® jams, fruit spreads and jellies, Sun-Pat ® nut butters, Clarks™ natural sweeteners and Robertson’s ® , Frank Cooper’s ® and Rose’s ® (under license) marmalades and conserves.
The enactment of more restrictive laws, rules or regulations or future enforcement actions or investigations could impact us through increased costs or restrictions on our business, and noncompliance could result in regulatory penalties and significant liability. 20 Table of Contents We may be subject to significant liability that is not covered by insurance.
The enactment of more restrictive laws, rules or regulations or future enforcement actions or investigations could impact us through increased costs or restrictions on our business, and noncompliance could result in regulatory penalties and significant liability. We may be subject to significant liability that is not covered by insurance.
Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future. We may be subject to significant liability should the consumption of any of our products cause illness or physical harm.
Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future. 18 Table of Contents We may be subject to significant liability should the consumption of any of our products cause illness or physical harm.
The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some or all of these legal disputes may result in monetary damages, penalties or injunctive relief 19 Table of Contents against us, which could have a material adverse effect on our results of operations and financial condition.
The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some or all of these legal disputes may result in monetary damages, penalties or injunctive relief against us, which could have a material adverse effect on our results of operations and financial condition.
In the U.S., the federal agencies governing the manufacture, marketing and distribution of our products include, among others, the Federal Trade Commission (“FTC”), the United States Food & Drug Administration (“FDA”), the United States Department of Agriculture (“USDA”), the United States Environmental Protection Agency (“EPA”) and the Occupational Safety and Health Administration (“OSHA”).
In the U.S., the federal agencies governing the manufacture, marketing and distribution of our products include, among others, the Federal Trade Commission (“FTC”), the United States Food & Drug Administration (“FDA”), the United States Department of Agriculture (“USDA”), the United States Environmental Protection Agency (“EPA”) and the Occupational Safety and Health Administration 9 Table of Contents (“OSHA”).
Consequently, we are subject to a heightened risk of legal claims, government investigations and other regulatory enforcement actions. We are subject to extensive regulations in the United States, United Kingdom, Canada, Europe, Asia, including India, and any other countries where we manufacture, distribute and/or sell our products.
Consequently, we are subject to a heightened risk of legal claims, government investigations and other regulatory enforcement actions. We are subject to extensive regulations in the United States, United Kingdom, Canada, Europe and any other countries where we manufacture, distribute and/or sell our products.
Therefore, if we lose or need to change one or more co-manufacturers or fail to retain co-manufacturers for newly acquired or developed products or brands, production of our products may be delayed or postponed and/or the availability of some of our products may be reduced or eliminated, which could have a material adverse effect on our business, results of operations and financial condition.
Therefore, if we lose or need to change one or more co-manufacturers, fail to retain co-manufacturers for newly acquired or developed products or brands, or if our relationship with one or more of our co-manufacturers is disrupted, production of our products may be delayed or postponed and/or the availability of some of our products may be reduced or eliminated, which could have a material adverse effect on our business, results of operations and financial condition.
The following programs, initiatives and principles encompass some of the human capital objectives and measures that we focus on in managing our business and in seeking to attract and retain a talented workforce. 4 Table of Contents Our Purpose, Mission and Values We are guided by our Purpose, Mission and Values.
The following programs, initiatives and principles encompass some of the human capital objectives and measures that we focus on in managing our business and in seeking to attract and retain a talented workforce. Our Purpose, Mission and Values We are guided by our Purpose, Mission and Values.
Our International reportable segment operates the following manufacturing facilities: • Histon, England, which produces our ambient grocery products including Hartley’s ® , Frank Cooper’s ® , Robertson’s ® and Clarks™; • Grimsby, England, which produces our New Covent Garden Soup Co. ® and Yorkshire Provender ® chilled soups; • Clitheroe, England, which produces our private label and Farmhouse Fare TM hot-eating desserts; • Fakenham, England, which produces Linda McCartney’s ® (under license) meat-free frozen and chilled dishes and meals; • Troisdorf, Germany, which produces Natumi ® , Lima ® , Joya ® and other plant-based beverages and private label products; • Oberwart, Austria, which produces our Lima ® and Joya ® plant-based foods and beverages, creamers, cooking creams and private label products; and 8 Table of Contents • Schwerin, Germany, which also produces our Lima ® and Joya ® plant-based foods and beverages and private label products.
Our International reportable segment operates the following manufacturing facilities: • Histon, England, which produces our ambient grocery products including Hartley’s ® , Frank Cooper’s ® , Robertson’s ® and Clarks™; • Grimsby, England, which produces our New Covent Garden Soup Co. ® and Yorkshire Provender ® chilled soups; • Clitheroe, England, which produces our private label and Farmhouse Fare TM hot-eat desserts; • Fakenham, England, which produces Linda McCartney’s ® (under license) meat-free frozen and chilled dishes and meals; • Troisdorf, Germany, which produces Natumi ® , Lima ® , Joya ® and other plant-based beverages and private label products; • Oberwart, Austria, which produces our Lima ® and Joya ® plant-based foods and beverages, creamers, cooking creams and private label products; and • Schwerin, Germany, which also produces our Lima ® and Joya ® plant-based foods and beverages and private label products.
A significant percentage of our sales is concentrated among a small number of customers. For example, sales to Walmart Inc. and its affiliates approximated 18%, 16% and 15% of sales during the fiscal years ended June 30, 2024, 2023 and 2022, respectively.
A significant percentage of our sales is concentrated among a small number of customers. For example, sales to Walmart Inc. and its affiliates approximated 18%, 18% and 16% of sales during the fiscal years ended June 30, 2025, 2024 and 2023, respectively.
We rely on independent third-party certifications, such as certifications of our products as “organic,” “Non-GMO” or “kosher,” to differentiate our products from others. We must comply with the requirements of independent organizations or certification authorities in order to label our products.
We rely on independent certifications for a number of our products. We rely on independent third-party certifications, such as certifications of our products as “organic,” “Non-GMO” or “kosher,” to differentiate our products from others. We must comply with the requirements of independent organizations or certification authorities in order to label our products.
For example, during fiscal 2024 and fiscal 2023, we recorded aggregate non-cash impairment charges of $44.6 million and $174.9 million, respectively, related to certain trademarks and intangible assets to reduce their carrying value to their estimated fair value.
For example, during fiscal 2025, fiscal 2024 and fiscal 2023, we recorded aggregate non-cash impairment charges of $37.8 million, $44.6 million and $174.9 million, respectively, related to certain trademarks and intangible assets to reduce their carrying value to their estimated fair value.
Additionally, as discussed further in Note 17, we are subject to consumer class actions, and other lawsuits alleging some form of personal injury, relating to our Earth’s Best ® baby food products. Even when not merited, the defense of these lawsuits may divert our management’s attention, and we may incur significant expenses in defending these lawsuits.
Additionally, as discussed further in Note 18, Commitments and Contingencies , we are subject to consumer class actions, and other lawsuits alleging some form of personal injury, relating to our Earth’s Best ® baby food products. Even when not merited, the defense of these lawsuits may divert our management’s attention, and we may incur significant expenses in defending these lawsuits.
The inability or failure of any supplier of raw materials, independent contract manufacturer or third-party distributor to deliver or perform for us in a timely or cost-effective manner could cause our operating costs to increase and our profit margins to decrease, especially as it relates to our products that have a short shelf life.
Moreover, the inability or failure of any independent contract manufacturer or third-party distributor to deliver or perform for us in a timely or cost-effective manner could cause our operating costs to increase and our profit margins to decrease, especially as it relates to our products that have a short shelf life.
Although we have no material assets in Russia, Belarus, Ukraine, Israel, China or Taiwan, our supply chain has been, and may continue to be, adversely impacted by the Russia-Ukraine war and rising tensions in the Middle East and between China and Taiwan.
Although we have no material assets in Russia, Belarus, Ukraine, Israel, China or Taiwan, our supply chain has been, and may continue to be, adversely impacted by the Russia-Ukraine war and conflicts in the Middle East and between China and Taiwan.
The conduct of our business is subject to numerous laws and regulations relating to the registration and approval of our products, sourcing, manufacturing, storing, labeling, marketing, advertising, content (including whether a product contains genetically modified ingredients), quality, safety, transportation, supply chain, traceability, distribution, packaging, disposal, recycling, employment and occupational health and safety, environmental, social and governance matters and reporting (including climate change), machine learning and artificial intelligence and data privacy and protection.
The conduct of our business is subject to numerous laws and regulations relating to the registration and approval of our products, sourcing, manufacturing, storing, labeling, marketing, advertising, content (including whether a product contains genetically modified ingredients), quality, safety, transportation, supply chain, traceability, distribution, packaging, disposal, recycling, employment and occupational health and safety, environmental matters, machine learning and artificial intelligence and data privacy and protection.
We generally register our trademarks and brand names in the U.S., Canada, the European Union, and the U.K. and/or other foreign countries depending on the area of distribution of the applicable products. We intend to keep these filings current and seek protection for new trademarks to the extent consistent with business needs.
We generally register our trademarks and brand names in the U.S., Canada, the European Union, and the United Kingdom (“U.K.”) and/or other foreign countries depending on the area of distribution of the applicable products. We intend to keep these filings current and seek protection for new trademarks to the extent consistent with business needs.
We may not be able to attract and retain the highly skilled people we need to support our business. We depend on the skills and continued service of key personnel, including our experienced management team. In addition, our ability to achieve our strategic and operating goals depends on our ability to identify, hire, train and retain qualified individuals.
We may not be able to attract and retain the highly skilled people we need to support our business. We depend on the skills and continued service of key personnel. In addition, our ability to achieve our strategic and operating goals depends on our ability to identify, hire, train and retain qualified individuals.
With the growing trend toward retail trade consolidation, the growing presence of large-format retailers, discounters and e-commerce retailers, and the integration of traditional and digital operations at key retailers, we are increasingly dependent on certain retailers that may have greater bargaining strength than we do.
With the growing trend toward retail trade consolidation, the growing presence of large-format retailers, discounters and e-commerce retailers, shrinking retail footprints and store closures and the integration of traditional and digital operations at key retailers, we are increasingly dependent on certain retailers that may have greater bargaining strength than we do.
For further information, see Note 8, Goodwill and Other Intangible 16 Table of Contents Assets , in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K, and Critical Accounting Estimates, in the Management's Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this Form 10-K.
For further information, see Note 9, Goodwill and Other Intangible Assets , in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K, and Critical Accounting Estimates, in the Management's Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this Form 10-K.
Other food and beverage brands include Celestial Seasonings ® teas, Terra ® chips and Garden Veggie ™ and Sensible Portions ® snack products. Our personal care products include skin, hair and oral care products, sun care products and deodorants under the Alba Botanica ® , Avalon Organics ® , JASON ® and Live Clean ® brands.
Other food and beverage brands include Celestial Seasonings ® teas, Terra ® chips and Garden Veggie ™ and Sensible Portions ® snack products. Our personal care products include skin, hair and oral care products, sun care products and deodorants under the Alba Botanica ® , Avalon Organics ® , JASON ® 6 Table of Contents and Live Clean ® 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, NJ, Hain Celestial’s products across snacks, baby & kids, beverages, meal preparation and personal care, are marketed and sold in over 70 countries around the world.
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 snacks, baby/kids, beverages and meal preparation are marketed and sold in over 70 countries around the world.
The brands sold in the U.S. include: • Garden Veggie ™ snack products including Garden Veggie Straws ® , Garden Veggie Chips, Flavor Burst ™ and Apple Straws ® , Terra ® varieties of root vegetable chips, potato chips, and other exotic vegetable chips, Garden of Eatin’ ® tortilla chips and ParmCrisps ® . • Tea products under the Celestial Seasonings ® brand and include varieties of herbal, green, black, wellness, rooibos and chai teas, with well-known names and products such as Sleepytime ® , Lemon Zinger ® , Red Zinger ® , Cinnamon Apple Spice, Bengal Spice ® , Country Peach Passion ® and Tea Well ® . • Baby and kid food products include infant and toddler formula, infant cereals, baby food pouches, snacks and frozen toddler and kids’ foods under the Earth’s Best ® and Earth’s Best ® Sesame Street (under license) brands. • Yogurt products include The Greek Gods ® Greek-style yogurt products. • Personal care products include hand, skin, hair and sun care products under the Alba Botanica ® , Avalon Organics ® and JASON ® brands. • Other products include Spectrum ® culinary oils, vinegars and condiments, Spectrum Essentials ® nutritional oils and supplements, MaraNatha ® nut butters, Imagine ® broths and soups. 6 Table of Contents Canada Our products are sold throughout Canada.
The brands sold in the U.S. include: • Garden Veggie ™ snack products including Garden Veggie Straws ® , Garden Veggie Chips, Flavor Burst ™ and Apple Straws ® , Terra ® varieties of root vegetable chips, potato chips, and other exotic vegetable chips and Garden of Eatin’ ® tortilla chips. • Tea products under the Celestial Seasonings ® brand and include varieties of herbal, green, black, wellness, rooibos and chai teas, with well-known names and products such as Sleepytime ® , Lemon Zinger ® , Red Zinger ® , Cinnamon Apple Spice, Bengal Spice ® , Country Peach Passion ® and Tea Well ® . • Baby and kid food products include infant and toddler formula, infant cereals, baby food pouches, snacks and frozen toddler and kids’ foods under the Earth’s Best ® brand. • Yogurt products include The Greek Gods ® Greek-style yogurt products. • Personal care products include hand, skin, hair and sun care products under the Alba Botanica ® , Avalon Organics ® and JASON ® brands. • Other products include Spectrum ® culinary oils, vinegars and condiments, Spectrum Essentials ® nutritional oils and supplements, MaraNatha ® nut butters, Imagine ® broths.
Although we have no present intention to issue any shares of our preferred stock, we may do so in the future under appropriate circumstances.
Although we have no present intention to issue any shares of our preferred stock, we may do so in the future under appropriate circumstances. 21 Table of Contents
Purpose: To inspire healthier living for people, communities and the planet through better-for-you brands Mission: To build purpose-driven brands that make healthier living more attainable by empowering our people, engaging our partners, and living our values Values: (1) Be curious, (2) Foster inclusion, (3) Own it and (4) Win together Diversity and Inclusion People have always been our greatest asset.
Purpose: To inspire healthier living for people, communities and the planet through better-for-you brands Mission: To build purpose-driven brands that make healthier living more attainable by empowering our people, engaging our partners, and living our values Values: (1) Be curious, (2) Foster inclusion, (3) Own it and (4) Win together 4 Table of Contents Our Global Workforce People have always been our greatest asset.
Our results could be negatively impacted if our Company or one or more of our brands suffers substantial damage to its reputation due to real or perceived issues related to the quality or safety of our products or the Company’s environmental, social or governance impact.
Our results could be negatively impacted if our Company or one or more of our brands suffers substantial damage to its reputation due to real or perceived issues related to the quality or safety of our products or the Company’s societal impact.
Customers Walmart Inc. and its affiliates together accounted for approximately 18%, 16% and 15% of our consolidated sales for the fiscal years ended June 30, 2023, 2022 and 2021, respectively, which was related to both of our reportable segments, North America and International.
Customers Walmart Inc. and its affiliates together accounted for approximately 18%, 18% and 16% of our consolidated sales for the fiscal years ended June 30, 2025, 2024 and 2023, respectively, which was related to both of our reportable segments, North America and International.
Our ability to ensure a continuing supply of natural and organic ingredients used in certain of our products at competitive prices depends on many factors beyond our control, such as the number and size of farms that grow natural and organic crops, climate conditions, increased demand for natural and organic ingredients by our competitors for these scarce ingredients, global unrest, changes in national and global economic conditions and currency fluctuations.
Our ability to ensure a continuing supply of natural, organic and specialty ingredients used in certain of our products at competitive prices depends on many factors beyond our control, such as the number and size of farms that grow natural and organic crops, the number of producers of specialty ingredients, climate conditions, high demand for certain ingredients by our competitors, global unrest, changes in national and global economic conditions, currency fluctuations and tariffs.
Retailers 13 Table of Contents may use their leverage to demand higher trade discounts, allowances, slotting fees or increased investment, which could result in reduced sales or profitability in certain markets.
Retailers may use their leverage to demand higher trade discounts, allowances, slotting fees or increased investment, which could result in reduced sales or profitability in certain markets.
Consumers may shift purchases to lower-priced or other perceived value offerings, which may adversely affect our results of operations. Consumers may also reduce the number of organic and natural products that they purchase where there are less expensive conventional or private label alternatives.
Consumers may shift purchases to lower-priced or other perceived value offerings, which may adversely affect our results of operations. Consumers may also reduce the number of better-for-you products that they purchase where there are less expensive conventional or private label alternatives.
During fiscal 2024, 2023 and 2022, approximately 35%, 42% and 49%, respectively, of our sales were derived from products manufactured by co-packers. We require that our co-packers comply with all applicable regulations and our quality and food safety program requirements, and compliance is verified through auditing and other activities.
During fiscal 2025, 2024 and 2023, approximately 36%, 35% and 42%, respectively, of our sales were derived from products manufactured by co-packers. We require that our co-packers comply with all applicable regulations and our quality and food safety program requirements, and 8 Table of Contents compliance is verified through auditing and other activities.
Production Manufacturing During fiscal 2024, 2023 and 2022, approximately 65%, 58% and 51%, respectively, of our revenue was derived from products manufactured at our own facilities.
Production Manufacturing During fiscal 2025, 2024 and 2023, approximately 64%, 65% and 58%, respectively, of our revenue was derived from products manufactured at our own facilities.
In addition, if, in the course of developing new products or improving existing products, we are found to have infringed the intellectual property rights of others, directly or indirectly, such finding could have an adverse impact on our business, financial condition or results of operations.
In addition, if, in the course of developing new products or improving existing products, we are found to have infringed the intellectual property rights of others, directly or indirectly, such finding could have an adverse impact on our business, financial condition or results of operations. In addition, we market products under brands licensed under trademark license agreements.
We also sell our Hartley’s ® jams, fruit spreads and jellies, Terra ® varieties of root vegetable and potato chips, Celestial Seasonings ® teas, Linda McCartney’s ® (under license) frozen plant-based dishes and meals, Cully & Sully ® chilled soups and ready meals, Happy Rice ® drink and private label products in Western Europe.
We also sell our Hartley’s ® jams, fruit spreads and jellies, Celestial Seasonings ® teas, Linda McCartney’s ® (under license) frozen plant-based dishes and meals, Cully & Sully ® chilled soups and ready meals, Happy Rice ® drink and private label products in Western Europe.
For the fiscal years ended June 30, 2024, 2023 and 2022, approximately 46%, 43% and 45%, respectively, of our consolidated sales were generated outside the United States. Sales from outside our United States (“U.S.”) markets may continue to represent a significant portion of our consolidated sales in the future.
For the fiscal years ended June 30, 2025, 2024 and 2023, approximately 50%, 46% and 43%, respectively, of our consolidated sales were generated outside the United States. Sales from outside our U.S. markets may continue to represent a significant portion of our consolidated sales in the future.
The increasing global focus on climate change and the need for corporate change may lead to new environmental laws and regulations that impact our business. For example, there are a growing number of laws and regulations regarding product packaging, particularly in Europe.
Global focus on climate impacts may lead to new environmental laws and regulations that impact our business. For example, there are a growing number of laws and regulations regarding product packaging, particularly in Europe.
There is concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters. The state of recent extreme weather and climate-related events, including historic droughts, heatwaves, wildfires, extreme cold and flooding, presents an alarming trend.
There is concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters. There have recently been numerous extreme weather and climate-related events, including historic droughts, heatwaves, wildfires, extreme cold and flooding.
Johnson & Son, Inc., may be able to use their resources and scale to respond to competitive pressures and changes in consumer preferences by introducing new products or reformulating their existing products, reducing prices or increasing promotional activities.
Larger food companies may be able to use their resources and scale to respond to competitive pressures and changes in consumer preferences by introducing new products or reformulating their existing products, reducing prices or increasing promotional activities.
Agricultural commodities and ingredients are subject to price volatility that can be caused by commodity market fluctuations, crop yields, seasonal cycles, weather conditions, temperature extremes and natural disasters (including due 12 Table of Contents to the effects of climate change), pest and disease problems, changes in currency exchange rates, imbalances between supply and demand, and government programs and policies among other factors.
Agricultural commodities and ingredients are subject to price volatility that can be caused by commodity market fluctuations, crop yields, seasonal cycles, weather conditions, temperature extremes and natural disasters, pest and disease problems, changes in currency exchange rates, imbalances between supply and demand, and government programs and policies, including tariffs, among other factors.
Our customer base consists principally of specialty and natural food distributors, supermarkets and natural food stores, mass-market, club stores, e-commerce retailers, and away from home channels, including drug and convenience stores and food service. Our products are sold through a combination of direct salespeople, brokers and distributors.
North America Segment: United States Our products are sold throughout the U.S. Our customer base consists principally of supermarkets and natural food stores, mass-market, club stores, specialty and natural food distributors, e-commerce retailers, and away from home channels, including drug and convenience stores and food service. Our products are sold through a combination of direct salespeople, brokers and distributors.
Distributors and retailers may also become more conservative in response to these conditions and seek to reduce their inventories. Prolonged unfavorable economic conditions may have an adverse effect on any of these factors and, therefore, could adversely impact our sales and profitability. Any default under our credit agreement could have significant consequences.
Distributors and retailers may also become 16 Table of Contents more conservative in response to these conditions and seek to reduce their inventories. Prolonged unfavorable economic conditions may have an adverse effect on any of these factors and, therefore, could adversely impact our sales and profitability.
The credit agreement requires us to satisfy certain financial covenants, such as maintaining a maximum consolidated secured leverage ratio and a minimum consolidated interest coverage ratio.
The credit agreement requires us to satisfy certain financial covenants, such as maintaining a maximum consolidated secured leverage ratio, a minimum consolidated interest coverage ratio and, in certain periods, minimum levels of consolidated EBITDA as defined in the credit agreement.
If we are unable to manage our supply chain efficiently and ensure that our products are available to meet consumer demand and customer orders, our sales and profitability could be materially adversely impacted. Our future results of operations may be adversely affected by input cost inflation, including with respect to freight and other distribution costs.
If we are unable to manage our supply chain efficiently and ensure that our products are available to meet consumer demand and customer orders, our sales and profitability could be materially adversely impacted. Our future results of operations may be adversely affected by input cost inflation, including as a result of tariffs.
In the event that such climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for our products, such as vegetables, fruits, grains, beans and nuts.
To the extent that these events have a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for our products, such as vegetables, fruits, grains, beans and nuts.
We have a demonstrated track record of extending our product offerings into other product categories. A team of professional product developers, including microbiologists, nutritionists, food scientists, chefs and chemists, work to develop products to meet changing consumer needs. Our research and development staff incorporates product ideas from all areas of our business in order to formulate new products.
A team of professional product developers, including microbiologists, nutritionists, food scientists, chefs and chemists, work to develop products to meet changing consumer needs. Our research and development staff incorporates product ideas from all areas of our business in order to formulate new products.
Learning and Development We offer a number of programs that help our employees progress in their careers. These programs include access to online learning and development tools as well as many additional local initiatives across our global locations to support employees on their career paths and develop leadership qualities and career skills in our global workforce.
These programs include access to online learning and development tools as well as many additional local initiatives across our global locations to support employees on their career paths and develop leadership qualities and career skills in our global workforce.
During an economic downturn or inflationary environment, factors such as increased unemployment, decreases in disposable income and declines in consumer confidence could cause a decrease in demand for our overall product set, particularly higher priced better-for-you products.
During an economic downturn or inflationary environment, factors such as increased unemployment, decreases in disposable income and declines in consumer confidence could cause a decrease in demand for our overall product set, particularly higher priced better-for-you products, or consumers may stop buying the categories of products that we sell entirely.
The Company's leading brands include Garden Veggie Snacks™, Terra ® chips, Garden of Eatin' ® snacks, Hartley’s ® Jelly, Earth's Best ® and Ella's Kitchen ® baby and kids foods, Celestial Seasonings ® teas, Joya ® and Natumi ® plant-based beverages, Greek Gods ® yogurt, Cully & Sully ® , Yorkshire Provender ® , New Covent Garden ® and Imagine ® soups, Yves ® and Linda McCartney's ® (under license) meat-free, and Avalon Organics ® personal care, among others.
The Company’s leading brands include Garden Veggie Snacks™, Terra ® chips, Garden of Eatin’ ® snacks, Hartley's ® jelly, Earth’s Best ® Organic and Ella’s Kitchen ® baby and kid's foods, Celestial Seasonings ® teas, Joya ® and Natumi ® plant-based beverages, The Greek Gods ® yogurt, Cully & Sully ® , Yorkshire Provender ® , New Covent Garden ® and Imagine ® soups, among others.
Our Joya ® brand includes soy, oat, rice and nut-based drinks as well as plant-based yogurts, desserts and creamers.
Our Natumi ® brand includes plant-based beverages, including rice, almond, soy, oat, cashew and spelt. Our Joya ® brand includes soy, almond, oat, rice and nut-based drinks as well as plant-based yogurts, desserts and creamers.
As a result, changes in the values of currencies may unpredictably and adversely impact our consolidated operating results, our asset and liability balances and our cash flows in our consolidated financial statements even if their value has not changed in their original currency.
Dollars, requiring us to translate our assets, liabilities, revenue and expenses into U.S. Dollars. As a result, changes in the values of currencies may unpredictably and adversely impact our consolidated operating results, our asset and liability balances and our cash flows in our consolidated financial statements even if their value has not changed in their original currency.
Substantially all of our employees are full-time, permanent employees. Our Board of Directors and its committees provide oversight of our culture and strategy related to people management, including the Company’s diversity, equity and inclusion program, talent management, employee demographics, employee engagement, workplace health and safety, and communication programs. Our employees are critical to our success.
Substantially all of our employees are full-time, permanent employees. Our Board of Directors and its committees provide oversight of our policies and strategies related to talent management and culture, including employee engagement, workplace health and safety, and communication programs. Our employees are critical to our success.
We also compete with other companies both within and outside of our industry for talented personnel, and we may lose key personnel or fail to attract, train and retain other talented personnel. Any such loss or failure may adversely affect our business or financial results.
We also compete with other companies both within and outside of our industry for talented personnel, and we may lose key personnel or fail to attract, train and retain other talented personnel.
New Product Initiatives Through Research and Development Innovation, including new product development, is a key component of our growth strategy. We continuously seek to understand our consumers and develop products that address their desire for organic, natural and better-for-you alternatives to conventional packaged foods and personal care products.
New Product Initiatives Through Research and Development Innovation, including new product development, is a key component of our growth strategy. We continuously seek to understand our consumers and develop products that address their desire for better-for-you alternatives to conventional packaged foods. We have a demonstrated track record of extending our product offerings into other product categories.
In some cases, an individual co-manufacturer may produce all of our requirements for a particular brand. We believe there are a limited number of competent, high-quality co-manufacturers in the industry, and many of our co-manufacturers produce products for other companies as well.
We believe there are a limited number of competent, high-quality co-manufacturers in the industry, and many of our co-manufacturers produce products for other companies as well.
Many aspects of our business have been, and may continue to be, directly affected by volatile commodity costs and other inflationary pressures.
Many aspects of our business have been, and may continue to be, directly affected by volatile commodity costs and other inflationary pressures, including U.S. government tariffs and the imposition of any counter-tariffs.
We continuously evaluate our existing products for quality, taste, nutritional value and cost and make improvements where possible. We discontinue products or stock keeping units when sales of those items do not warrant further production. The segments section details the various products that are categorized under distinct brands corresponding to our reportable segments.
We continuously evaluate our existing products for quality, taste, nutritional value and cost and make improvements where possible. We discontinue products or stock keeping units when sales of those items do not warrant further production.
Volatile fuel costs and other factors translate into unpredictable costs for the products and services we receive from our third-party providers including, but not limited to, freight and other distribution costs for our products and packaging costs. In recent years, the cost of distribution has generally increased due to an increase in transportation and logistics costs.
Volatile fuel costs and other factors translate into unpredictable costs for the products and services we receive from our third-party providers including, but not limited to, freight and other distribution costs for our products and packaging costs.
As such, our results of operations and our cash flows for any particular quarter are not indicative of the results we expect for the full year, and our historical seasonality may not be indicative of future quarterly results of operations.
As such, our results of operations and our cash flows for any particular quarter are not indicative of the results we expect for the full year, and our historical seasonality may not be indicative of future quarterly results of operations. Historically, net sales and profitability in the first fiscal quarter have typically been the lowest of our four quarters.
Our North America reportable segment operates the following manufacturing facilities: • Boulder, Colorado, which produces Celestial Seasonings ® teas; • Mountville, Pennsylvania, which produces Garden Veggie ™ , Sensible Portions ® and Terra ® snack products; • Lancaster, Pennsylvania, which produces snack products; • York, Pennsylvania, which produces ParmCrisps ® ; • Vancouver, British Columbia, which produces Yves Veggie Cuisine ® plant-based snacks and meals; and • Mississauga, Ontario, which produces Live Clean ® , Alba Botanica ® , Avalon Organics ® , and JASON ® personal care products.
Our North America reportable segment operates the following manufacturing facilities: • Boulder, Colorado, which produces Celestial Seasonings ® teas; • Mountville, Pennsylvania, which produces Garden Veggie ™ , Sensible Portions ® and Terra ® snack products; • Lancaster, Pennsylvania, which produces snack products; and • Mississauga, Ontario, which produces Live Clean ® , Alba Botanica ® , Avalon Organics ® , and JASON ® personal care products (see Note 4, Assets and Liabilities Held for Sale ).
For the fiscal years ended June 30, 2024, 2023 and 2022, approximately 65%, 58% and 51%, respectively, of our sales were derived from products manufactured at our own manufacturing facilities.
Disruption or loss of operations at one or more of our manufacturing facilities could harm our business. For the fiscal years ended June 30, 2025, 2024 and 2023, approximately 64%, 65% and 58%, respectively, of our sales were derived from products manufactured at our own manufacturing facilities.
Many of our products are certified kosher under the supervision of accredited agencies including The Union of Orthodox Jewish Congregations and “KOF-K” Kosher Supervision. 10 Table of Contents We also work with other non-governmental organizations such as NSF International, which developed the NSF/ANSI 305 Standard for Personal Care Products Containing Organic Ingredients and provides third-party certification through QAI for certain of our personal care products.
We also work with other non-governmental organizations such as NSF International, which developed the NSF/ANSI 305 Standard for Personal Care Products Containing Organic Ingredients and provides third-party certification through QAI for certain of our personal care products.
No other customer accounted for at least 10% of our net sales in any of the past three fiscal years. Foreign Operations We sell our products to customers worldwide.
No other customer accounted for at least 10% of our net sales in any of the past three fiscal years. Foreign Operations We sell our products to customers worldwide. Sales outside of the U.S. represented approximately 50%, 46% and 43% of our consolidated net sales in fiscal 2025, 2024 and 2023, respectively.
In addition, each such facility has at least one Preventive Controls Qualified Individual (“PCQI”) who has successfully completed training equivalent to that received under a standardized curriculum recognized by the FDA. We conduct audits of our contract manufacturers to address topics such as allergen control; ingredient, packaging and product specifications; and sanitation.
In addition, we have individuals on the Quality team that have Preventive Controls Qualified Individual (“PCQI”) and Foreign Supplier Verification Training; each training follows a standardized curriculum recognized by the FDA. We conduct audits of our contract manufacturers to address topics such as allergen control; ingredient, packaging and product specifications; and sanitation.
A significant percentage of our sales is concentrated among a small number of customers, and consolidation of customers or the loss of a significant customer could negatively impact our sales and profitability.
Labor market shortages have impacted, and may continue to impact, operations at our manufacturing facilities. A significant percentage of our sales is concentrated among a small number of customers, and consolidation of customers or the loss of a significant customer could negatively impact our sales and profitability.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese awareness measures are coupled with ongoing implementation of technology aimed to reduce vulnerabilities (including external testing and validation) and to monitor and assess threats. Our program includes monitoring on an ongoing basis by automated tools that detect threats and trigger alerts for assessment, investigation, and remediation by our information technology organization.
Biggest changeOur information technology organization also conducts phishing simulations and testing scenarios to help ensure compliance with our cybersecurity policies and procedures. These awareness measures are coupled with ongoing implementation of technology aimed to reduce vulnerabilities (including external testing and validation) and to monitor and assess threats.
At any time, Board members may raise concerns regarding the Company’s 22 Table of Contents cybersecurity posture and recommend changes regarding controls or procedures to management. Our CSIRP includes a process for incidents to be evaluated for material impact, with an escalation protocol requiring reporting of material incidents to the Executive Response Team and to the Board of Directors.
At any time, Board members may raise concerns regarding the Company’s cybersecurity posture and recommend changes regarding controls or procedures to management. Our CSIRP includes a process for incidents to be evaluated for material impact, with an escalation protocol requiring reporting of material incidents to the Executive Response Team and to the Board of Directors.
The CIO has experience overseeing and executing technology strategies in complex, global, and matrixed environments. The CIO joined the Company in 2020, bringing over 15 years of experience leading IT strategy and change initiatives in the consumer packaged goods industry, and reports directly to our CEO. 23 Table of Contents
The CIO has experience overseeing and executing technology strategies in complex, global, and matrixed environments. The CIO joined the Company in 2020, bringing over 15 years of experience leading IT strategy and change initiatives in the consumer packaged goods industry, and reports directly to our interim CEO . 24 Table of Contents
Risk Factors – Risks Related to Cybersecurity and Technology” for further information about these risks. Cybersecurity Governance Our Board of Directors has risk oversight responsibility for the Company, which it administers directly and with assistance from its committees. The Audit Committee assists the Board in its oversight of the cybersecurity risk management program.
Risk Factors – Risks Related to Cybersecurity and Technology ” for further information about these risks. Cybersecurity Governance Our Board of Directors has risk oversight responsibility for the Company, which it administers directly and with assistance from its committees. The Audit Committee assists the Board in its oversight of the cybersecurity risk management program.
The Company also conducts tabletop exercises to enhance incident response preparedness and engages third parties, including consultants and other professionals, on an as-needed basis to assess and support our cybersecurity practices and procedures.
The Company also conducts tabletop exercises to enhance incident response preparedness and engage s third parties, including consultants and other professionals, on an as-needed basis to assess and support our cybersecurity practices and procedures.
Our CIO periodically provides the Executive Leadership Team, which consists of the Company’s executive officers and other senior leaders, with cybersecurity briefings, information and trainings, and updates the Audit Committee on cybersecurity biannually or more frequently as appropriate.
Our CIO periodically provides the Executive Leadership Team, which consists of the Company ’ s executive officers and other senior leaders, with cybersecurity briefings, information and trainings, and updates the Audit Committee on cybersecurity 23 Table of Contents biannually or more frequently as appropriate.
We maintain business continuity and disaster recovery plans to prepare for potential information technology disruptions. We also maintain insurance coverage that, subject to its terms and conditions, is intended to address costs associated with certain aspects of cyber incidents and information systems failures.
We also maintain insurance coverage that, subject to its terms and conditions, is intended to address costs associated with certain aspects of cyber incidents and information systems failures.
Our cybersecurity risk management program is integrated into our operations and is widely communicated to employees through annual employee and contractor cybersecurity awareness training, which includes information about how to identify and report cybersecurity concerns and incidents. Our information technology organization also conducts phishing simulations and testing scenarios to help ensure compliance with our cybersecurity policies and procedures.
Our cybersecurity risk management program is integrated into our operations and is widely communicated to employees through periodic (not less than annual) employee and contractor cybersecurity awareness training, which includes information about how to identify and report cybersecurity concerns and incidents.
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Our program includes monitoring on a continuous basis through automated tools and 24x7 managed services that detect threats and trigger alerts for assessment, investigation, and remediation by our information technology organization. We maintain business continuity and disaster recovery plans to prepare for potential information technology disruptions.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn addition to the foregoing distribution facilities operated by us, we also utilize bonded public warehouses from which deliveries are made to customers. For further information regarding our lease obligations, see Note 7, Leases , in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K.
Biggest changeWe also lease space for other smaller offices and facilities in the United States, United Kingdom, Canada, Western Europe and other parts of the world. In addition to the foregoing distribution facilities operated by us, we also utilize bonded public warehouses from which deliveries are made to customers.
Pr operties Our principal facilities, which are leased except where otherwise indicated, are as follows: Primary Use Location Approximate Square Feet Expiration of Lease North America: Global Headquarters Hoboken, NJ 39,990 2034 Distribution - All brands Allentown, PA 497,000 2032 Manufacturing and distribution center (Snack products) Mountville, PA 161,000 2040 Manufacturing and offices (Tea) Boulder, CO 158,000 Owned Distribution (Dry goods) Mississauga, ON, Canada 136,000 2029 Manufacturing and distribution (Snack products) Lancaster, PA 119,000 2031 Distribution (Personal care) Mississauga, ON, Canada 81,000 2029 Manufacturing (Plant-based foods) Vancouver, BC, Canada 76,000 Owned Manufacturing and distribution (Snack products) York, PA 71,000 2030 Manufacturing and offices (Personal care) Mississauga, ON, Canada 61,000 2025 Distribution (Tea) Boulder, CO 57,000 2031 International: Manufacturing and offices (Ambient grocery products) Histon, England 303,000 Owned Manufacturing, distribution and offices (Plant-based beverages) Troisdorf, Germany 131,000 2037 Manufacturing (Plant-based foods and beverages) Oberwart, Austria 117,000 At will Manufacturing (Plant-based frozen and chilled products) Fakenham, England 101,000 Owned Distribution Gent, Belgium 64,000 At will Distribution Niederziers, Germany 54,000 At will Manufacturing (Chilled soups) Grimsby, England 54,000 2029 Distribution (Soups, hot-eating desserts, chilled products, grocery) Peterborough, England 43,000 2026 Manufacturing (Hot-eating desserts) Clitheroe, England 42,000 2031 Distribution Loipersdorf, Austria 41,000 At will Manufacturing and distribution (Plant-based foods and beverages) Schwerin, Germany 36,000 Owned We also lease space for other smaller offices and facilities in the United States, United Kingdom, Canada, Western Europe and other parts of the world.
Pr operties Our principal facilities, which are leased except where otherwise indicated, are as follows: Primary Use Location Approximate Square Feet Expiration of Lease North America: Global Headquarters Hoboken, NJ 39,990 2034 Distribution - All brands Allentown, PA 497,000 2032 Manufacturing and distribution center (Snack products) Mountville, PA 161,000 2040 Manufacturing and offices (Tea) Boulder, CO 158,000 Owned Distribution (Dry goods) Mississauga, ON, Canada 136,000 2029 Manufacturing and distribution (Snack products)* Lancaster, PA 119,000 2031 Distribution (Personal care) Mississauga, ON, Canada 81,000 2029 Manufacturing (Plant-based foods)* Vancouver, BC, Canada 76,000 Owned Manufacturing and offices (Personal care) Mississauga, ON, Canada 61,000 2028 Distribution (Tea) Boulder, CO 57,000 2031 International: Manufacturing and offices (Ambient grocery products) Histon, England 303,000 Owned Manufacturing, distribution and offices (Plant-based beverages) Troisdorf, Germany 131,000 2037 Manufacturing (Plant-based foods and beverages) Oberwart, Austria 117,000 At will Manufacturing (Plant-based frozen and chilled products) Fakenham, England 101,000 Owned Distribution Gent, Belgium 64,000 At will Distribution Niederziers, Germany 54,000 At will Manufacturing (Chilled soups) Grimsby, England 54,000 2029 Distribution (Soups, hot-eat desserts, chilled products, grocery) Peterborough, England 43,000 2026 Manufacturing (Hot-eat desserts) Clitheroe, England 42,000 2031 Distribution Loipersdorf, Austria 41,000 At will Manufacturing and distribution (Plant-based foods and beverages) Schwerin, Germany 36,000 Owned * Property is planned to be closed in fiscal 2026.
For further information regarding the use of our properties by segments, see Item 1, “Business - Production” of this Form 10-K.
For further information regarding our lease obligations, see Note 8, Leases , in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K. For further information regarding the use of our properties by segments, see Item 1, “Business - Production” of this Form 10-K.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Le gal Proceedings The information called for by this item is incorporated herein by reference to Note 17, Commitments and Contingencies , in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K. Item 4. Mine Safety Disclosures Not applicable. 24 Table of Contents PA RT II
Biggest changeItem 3. Le gal Proceedings The information called for by this item is incorporated herein by reference to Note 18, Commitments and Contingencies , in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K. Item 4. Mine Safety Disclosures Not applicable. 25 Table of Contents PA RT II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 24 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 25 Item 6. [Reserved] 26 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 27 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 40 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 25 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 26 Item 6. [Reserved] 27 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 44 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of June 30, 2024, the Company had $173.5 million of remaining authorization under the share repurchase program. 25 Table of Contents Stock Performance Graph The following graph compares the cumulative total shareholder return on our common stock during the period from June 30, 2019 through June 30, 2024 to the cumulative total shareholder return during such period on (1) the S&P SmallCap 600 Index and (2) the S&P Food & Beverage Select Industry Index (in which the Company is included).
Biggest changeAs of June 30, 2025, the Company had $173.5 million of remaining authorization under the share repurchase program. 26 Table of Contents Stock Performance Graph The following graph compares the cumulative total shareholder return on our common stock during the period from June 30, 2020 through June 30, 2025 to the cumulative total shareholder return during such period on (1) the S&P SmallCap 600 Index and (2) the S&P Food & Beverage Select Industry Index (in which the Company is included).
The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations. During the fiscal year ended June 30, 2024, the Company did not repurchase any shares under the repurchase program.
The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations. During the fiscal year ended June 30, 2025, the Company did not repurchase any shares under the repurchase program.
Issuance of Unregistered Securities None. Issuer Purchases of Equity Securities During the three months ended June 30, 2024, there were no shares repurchased under share repurchase programs approved by the Board of Directors.
Issuance of Unregistered Securities None. Issuer Purchases of Equity Securities During the three months ended June 30, 2025, there were no shares repurchased under share repurchase programs approved by the Board of Directors.
Item 5. Market for Regist rant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Outstanding shares of our common stock, par value $0.01 per share, are listed on The Nasdaq Stock Market LLC under the ticker symbol “HAIN”. Holders As of August 21, 2024, there were 220 holders of record of our common stock.
Item 5. Market for Regist rant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Outstanding shares of our common stock, par value $0.01 per share, are listed on The Nasdaq Stock Market LLC under the ticker symbol “HAIN”. Holders As of September 9, 2025, there were 219 holders of record of our common stock.
During the three months ended June 30, 2024, there were 4,899 shares withheld by the Company to satisfy tax withholding obligations in connection with shares issued under stock-based compensation plans, at an average price of $6.78 per share. These shares withheld to satisfy tax withholding obligations do not constitute repurchases by the Company.
During the three months ended June 30, 2025, there were 13,062 shares withheld by the Company to satisfy tax withholding obligations in connection with shares issued under stock-based compensation plans, at an average price of $2.54 per share. These shares withheld to satisfy tax withholding obligations do not constitute repurchases by the Company.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

82 edited+76 added−36 removed40 unchanged
Biggest changeA reconciliation between reported net sales and net sales adjusted for the impact of divestitures and discontinued brands is as follows: (Dollars in thousands) North America International Hain Consolidated Net sales - Twelve months ended 6/30/24 $ 1,055,527 $ 680,759 $ 1,736,286 Divestitures and discontinued brands (19,519 ) (1,682 ) (21,201 ) Net sales adjusted for divestitures and discontinued brands - Twelve months ended 6/30/24 $ 1,036,008 $ 679,077 $ 1,715,085 Net sales - Twelve months ended 6/30/23 $ 1,139,162 $ 657,481 $ 1,796,643 Divestitures and discontinued brands (36,093 ) (2,662 ) (38,755 ) Net sales adjusted for divestitures and discontinued brands - Twelve months ended 6/30/23 $ 1,103,069 $ 654,819 $ 1,757,888 Net sales (decline) growth (7.3 )% 3.5 % (3.4 )% Impact of divestitures and discontinued brands 1.2 % 0.2 % 1.0 % Net sales (decline) growth adjusted for divestitures and discontinued brands (6.1 )% 3.7 % (2.4 )% Adjusted EBITDA The Company defines Adjusted EBITDA as net loss before net interest expense, income taxes, depreciation and amortization, equity in net loss of equity-method investees, stock-based compensation, net, unrealized currency losses (gains), certain litigation and related costs, CEO succession 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, losses (gains) on sales of assets, intangibles and long-lived asset impairment and other adjustments.
Biggest changeTo 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. 36 Table of Contents A reconciliation between reported net sales and organic net sales is as follows: (Dollars in thousands) North America International Hain Consolidated Net sales - Twelve months ended June 30, 2025 $ 888,626 $ 671,154 $ 1,559,780 Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories 101,789 2,771 104,560 Less: Impact of foreign currency exchange (2,074 ) 13,691 11,617 Organic net sales - Twelve months ended June 30, 2025 $ 788,911 $ 654,692 $ 1,443,603 Net sales - Twelve months ended June 30, 2024 $ 1,055,527 $ 680,759 $ 1,736,286 Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories 186,979 4,709 191,688 Organic net sales - Twelve months ended June 30, 2024 $ 868,548 $ 676,050 $ 1,544,598 Net sales decline (15.8 )% (1.4 )% (10.2 )% Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories (6.4 )% (0.2 )% (4.4 )% Less: Impact of foreign currency exchange (0.2 )% 2.0 % 0.7 % Organic net sales decline (9.2 )% (3.2 )% (6.5 )% Adjusted EBITDA The Company defines Adjusted EBITDA as net loss before net interest expense, income taxes, depreciation and amortization, equity in net loss of equity investees, stock-based compensation, net, unrealized and certain realized currency losses, certain litigation expenses, net, CEO succession costs, plant closure related costs, net, warehouse and manufacturing consolidation and other costs, net, productivity and transformation costs, costs associated with acquisitions, divestitures and other transactions, (gains) losses on sales of assets, goodwill impairment, intangibles and long-lived asset impairment and other adjustments.
We believe that our cash flows from operations and borrowing capacity under our Credit Agreement (as defined below) will be adequate to meet anticipated operating and other expenditures for the foreseeable future. See Note 10, Debt and Borrowings , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
We believe that our cash flows from operations and borrowing capacity under our Credit Agreement (as defined below) will be adequate to meet anticipated operating and other expenditures for the foreseeable future. See Note 11, Debt and Borrowings , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
GAAP to be recorded in our consolidated financial statements. In addition, Adjusted EBITDA is subject to inherent limitations as this metric reflects the exercise of judgment by management about which expenses and income are excluded or included in determining Adjusted EBITDA. In order to compensate for these limitations, management presents Adjusted EBITDA in connection with U.S. GAAP results.
GAAP to be recorded in our consolidated financial statements. In addition, Adjusted EBITDA is subject to inherent limitations as this metric reflects the exercise of judgment by management about which expenses and income are excluded or included in determining Adjusted EBITDA. In order to compensate for these limitations, management presents Adjusted EBITDA in connection with U.S.
As of June 30, 2024, substantially all cash was held outside of the U.S. We maintain our cash and cash equivalents primarily in money market funds or their equivalent. Accordingly, we do not believe that our investments have significant exposure to interest rate risk.
As of June 30, 2025, substantially all cash was held outside of the U.S. We maintain our cash and cash equivalents primarily in money market funds or their equivalent. Accordingly, we do not believe that our investments have significant exposure to interest rate risk.
Management’s Discussi on and Analysis of Financial Condition and Results of Operations This Management’s Discussion and Analysis of Financial Condition and Results of Operations (this “MD&A”) should be read in conjunction with Item 1A and the Consolidated Financial Statements and the related notes thereto for the period ended June 30, 2024 included in Item 8 of this Form 10-K.
Management’s Discussi on and Analysis of Financial Condition and Results of Operations This Management’s Discussion and Analysis of Financial Condition and Results of Operations (this “MD&A”) should be read in conjunction with Item 1A and the Consolidated Financial Statements and the related notes thereto for the period ended June 30, 2025 included in Item 8 of this Form 10-K.
Forward-looking statements in this Form 10-K are qualified by the cautionary statement included under the heading, “Forward-Looking Statements” at the beginning of this Form 10-K. This MD&A generally discusses fiscal 2024 and fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023.
Forward-looking statements in this Form 10-K are qualified by the cautionary statement included under the heading, “Forward-Looking Statements” at the beginning of this Form 10-K. This MD&A generally discusses fiscal 2025 and fiscal 2024 items and year-to-year comparisons between fiscal 2025 and fiscal 2024.
GAAP Financial Measures to U.S. GAAP Measures following the discussion of our results of operations and Note 20, Segment Information , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K for a reconciliation of segment Adjusted EBITDA.
GAAP Financial Measures to U.S. GAAP Measures following the discussion of our results of operations and Note 21, Segment Information , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K for a reconciliation of segment Adjusted EBITDA.
During the fiscal year ended June 30, 2024, the Company did not repurchase any shares under the repurchase program. As of June 30, 2024, the Company had $173.5 million of remaining authorization under the share repurchase program. Reconciliation of Non-U.S. GAAP Financial Measures to U.S.
During the fiscal year ended June 30, 2025, the Company did not repurchase any shares under the repurchase program. As of June 30, 2025, the Company had $173.5 million of remaining authorization under the share repurchase program. Reconciliation of Non-U.S. GAAP Financial Measures to U.S.
Intangibles and Long-Lived Asset Impairment During the fiscal year ended June 30, 2024, the Company recognized aggregate non-cash impairment charges of $76.1 million, including (i) $44.6 million primarily related to ParmCrisps ® , Thinsters ® , Joya ® , Happy™, and certain North America personal care intangible assets (Alba Botanica ® , Avalon Organics ® , and JASON ® ) and (ii) a $20.7 million charge related to our Bell, CA production facility in the North America reportable segment.
During the fiscal year ended June 30, 2024, the Company recognized aggregate non-cash impairment charges of $76.1 million, including (i) $44.6 million primarily related to ParmCrisps ® , Thinsters ® , Joya ® , Happy™, and certain North America personal care intangible assets (Alba Botanica ® , Avalon Organics ® , and JASON ® ) and (ii) a $20.7 million charge related to our Bell, CA production facility in the North America reportable segment.
Discussions of fiscal 2022 items and year-to-year comparisons between fiscal 2023 and fiscal 2022 that are not included in this Form 10-K can be found in “Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations” of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023, which was filed with the SEC on August 24, 2023 and is available on the SEC’s website at www.sec.gov.
Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this Form 10-K can be found in “Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, which was filed with the SEC on August 27, 2024 and is available on the SEC’s website at www.sec.gov.
Refer to Note 20, Segment Information , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K for additional details. 31 Table of Contents Liquidity and Capital Resources We finance our operations and growth primarily with the cash flows we generate from our operations and from borrowings available to us under our Credit Agreement (as defined below).
Refer to Note 21, Segment Information , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K for additional details. 33 Table of Contents Liquidity and Capital Resources We finance our operations and growth primarily with the cash flows we generate from our operations and from borrowings available to us under our Credit Agreement (as defined below).
Historically, net sales and diluted earnings per share in the first fiscal quarter have typically been the lowest of our four quarters. 39 Table of Contents
Historically, net sales and diluted earnings per share in the first fiscal quarter have typically been the lowest of our four quarters. 43 Table of Contents
See Note 7, Leases , and Note 10, Debt and Borrowings , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K. 35 Table of Contents Critical Accounting Estimates The discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States.
See Note 8, Leases , and Note 11, Debt and Borrowings , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K. 38 Table of Contents Critical Accounting Estimates The discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States.
For awards that contain a market condition, expense is recognized over the defined or derived service period using a Monte Carlo simulation model. 38 Table of Contents Valuation Allowances for Deferred Tax Assets Deferred tax assets arise when we recognize expenses in our financial statements that will be allowed as income tax deductions in future periods.
For awards that contain a market condition, expense is recognized over the defined or derived service period using a Monte Carlo simulation model. Valuation Allowances for Deferred Tax Assets Deferred tax assets arise when we recognize expenses in our financial statements that will be allowed as income tax deductions in future periods.
Free Cash Flow In our internal evaluations, we use the non-GAAP financial measure “Free Cash Flow.” The difference between Free Cash Flow and cash flows provided by or used in operating activities, which is the most comparable U.S. GAAP financial measure, is that Free Cash Flow reflects the impact of purchases of property, plant and equipment (capital expenditure).
Free Cash Flow In our internal evaluations, we use the non-GAAP financial measure “Free Cash Flow.” The difference between Free Cash Flow and cash flows provided by or used in operating activities, which is the most comparable U.S. GAAP financial measure, is that Free Cash Flow reflects the impact of purchases of property, plant and equipment (“capital expenditure”).
Estimates used in the guideline public company method include the identification of similar businesses with comparable business factors. 36 Table of Contents The key assumptions used in our quantitative impairment tests are inherently uncertain.
Estimates used in the guideline public company method include the identification of similar businesses with comparable business factors. The key assumptions used in our quantitative impairment tests are inherently uncertain.
Goodwill Goodwill is not amortized but rather is tested at least annually for impairment, or more often if events or changes in circumstances indicate that more likely than not the carrying amount of the asset may not be recoverable. Goodwill is tested for impairment at the reporting unit level.
Goodwill Goodwill is not amortized but rather is tested at least annually for impairment on April 1 of each year, or more often if events or changes in circumstances indicate that more likely than not the carrying amount of the asset may not be recoverable. Goodwill is tested for impairment at the reporting unit level.
The Credit Agreement provides for senior secured financing of $1,100 million in the aggregate, consisting of (1) $300 million in aggregate principal amount of term loans (the “Term Loans”) and (2) an $800 million senior secured revolving credit facility (which includes borrowing capacity available for letters of credit, and is comprised of a $440 million U.S. revolving credit facility and $360 million global revolving credit facility) (the “Revolver”).
The Credit Agreement originally provided for senior secured financing of $1,100.0 million in the aggregate, consisting of (1) $300.0 million in aggregate principal amount of term loans (the “Term Loans”) and (2) an $800.0 million senior secured revolving credit facility (which includes borrowing capacity available for letters of credit, and was originally comprised of a $440.0 million U.S. revolving credit facility and $360.0 million global revolving credit facility) (the “Revolver”).
We performed a market capitalization reconciliation with the expectation that the market capitalization should reconcile within a reasonable range to the sum of the fair values of the individual reporting units. Such reconciliation often includes both qualitative and quantitative assessments as is the case with the Company’s reporting units as of March 31, 2024.
We performed a market capitalization reconciliation with the expectation that the market capitalization should reconcile within a reasonable range to the sum of the fair values of the individual reporting units. Such reconciliation often includes both qualitative and quantitative assessments as is the case with the Company’s reporting units as of June 30, 2025.
See Note 6, Property, Plant and Equipment, Net , Note 8, Goodwill and Other Intangible Assets and Note 15, Fair Value Measurements , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
See Note 7, Property, Plant and Equipment, Net , Note 9, Goodwill and Other Intangible Assets, and Note 16, Fair Value Measurements , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Additionally, our total debt decreased by $84.7 million at June 30, 2024 to $744.1 million as compared to $828.7 million at June 30, 2023 as a result of net repayments carried out during the year. Our cash balances are held in the U.S., U.K., Canada, Western Europe, the Middle East and India.
Additionally, our total debt decreased by $39.3 million at June 30, 2025 to $704.8 million as compared to $744.1 million at June 30, 2024 as a result of net repayments carried out during the year. Our cash balances are held in the U.S., U.K., Canada, Western Europe, the Middle East and India.
Loss Before Income Taxes and Equity in Net Loss of Equity-Method Investees Loss before income taxes and equity in the net loss of our equity-method investees for fiscal 2024 was $80.3 million compared to $129.6 million in fiscal 2023. The decrease was due to the items discussed above.
Loss Before Income Taxes and Equity in Net Loss of Equity-Method Investees Loss before income taxes and equity in the net loss of our equity-method investees for fiscal 2025 was $513.7 million compared to $80.3 million in fiscal 2024. The decrease was due to the items discussed above.
A reconciliation from cash flows provided by operating activities to Free Cash Flow is as follows: Fiscal Year Ended June 30, (Amounts in thousands) 2024 2023 Net cash provided by operating activities $ 116,355 $ 66,819 Purchases of property, plant and equipment (33,461 ) (27,879 ) Free Cash Flow $ 82,894 $ 38,940 Contractual Obligations We are party to contractual obligations involving commitments to make payments to third parties, which impact our short-term and long-term liquidity and capital resource needs.
A reconciliation from cash flows provided by operating activities to Free Cash Flow is as follows: Fiscal Year Ended June 30, (Amounts in thousands) 2025 2024 Net cash provided by operating activities $ 22,115 $ 116,355 Purchases of property, plant and equipment (25,284 ) (33,461 ) Free Cash Flow $ (3,169 ) $ 82,894 Contractual Obligations We are party to contractual obligations involving commitments to make payments to third parties, which impact our short-term and long-term liquidity and capital resource needs.
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 snacks, baby & kids, beverages, meal preparation, and personal care, are marketed and sold in over 70 countries around the world.
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 snacks, baby/kids, beverages and meal preparation are marketed and sold in over 70 countries around the world. The Company operates under two reportable segments: North America and International.
The effective income tax rate for the year ended June 30, 2024 was primarily impacted by the recognition of a valuation allowance as a result of the reduction in deferred tax liabilities due to the above-noted impairment charges on intangible assets, offset by increased foreign earnings.
The effective income tax rate for the year ended June 30, 2025 was primarily impacted by the recognition of a valuation allowance as a result of the reduction in deferred tax liabilities due to the above-noted impairment charges on intangible assets and recognition of uncertain tax positions.
Global Economic Environment The duration and intensity of inflation fluctuations, the possibility of an impending recession, alterations in consumer shopping and consumption patterns, and shifts in geopolitical events, such as the ongoing Russia-Ukraine conflict and the continuing conflict in the Middle East, may lead to increased supply chain expenses, and other business impacts.
Global Economic Environment The duration and intensity of inflation fluctuations, alterations in consumer shopping and consumption patterns, and shifts in geopolitical events, such as the ongoing Russia-Ukraine conflict, have led and may continue to lead to increased supply chain expenses and other business impacts.
For the U.K., Western Europe, Canada, and Ella's Kitchen U.K., reporting units, the Company performed a qualitative evaluation to assess factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount.
For the qualitatively tested reporting units (U.K., Western Europe and Ella’s Kitchen U.K.), the Company assessed qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill.
Therefore, when performing an overall comparison of the sum of the fair values of the individual reporting units to the market capitalization, we included the current year fair value for reporting units for which a quantitative test was performed, and we estimated the fair 37 Table of Contents values for the reporting units for which qualitative tests were performed using a reasonable methodology.
Therefore, when performing an overall comparison of the sum of the fair values of the individual reporting units to the market capitalization, we included the current year fair value for reporting units for which a quantitative test was performed.
Equity in Net Loss of Equity-Method Investees Our equity in the net loss from our equity method investments for fiscal 2024 was $2.6 million compared to $1.1 million for fiscal 2023. The change was attributable to higher investee losses. See Note 14, Investments , in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
See Note 12, Income Taxes, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information. Equity in Net Loss of Equity-Method Investees Our equity in the net loss from our equity method investments for fiscal 2025 was $1.8 million compared to $2.6 million for fiscal 2024.
Our cash and cash equivalents balance increased $0.9 million at June 30, 2024 to $54.3 million as compared to $53.4 million at June 30, 2023. Our working capital was $275.6 million at June 30, 2024, a decrease of $83.4 million from $358.9 million at the end of fiscal 2023.
Cash and Cash Equivalents Our cash and cash equivalents balance was relatively consistent at June 30, 2025 at $54.4 million as compared to $54.3 million at June 30, 2024. Our working capital was $252.9 million at June 30, 2025, a decrease of $22.7 million from $275.6 million at the end of fiscal 2024.
Adjusted EBITDA Our consolidated Adjusted EBITDA was $154.5 million and $166.6 million for fiscal 2024 and 2023, respectively, as a result of the factors discussed above. See Reconciliation of Non-U.S. GAAP Financial Measures to U.S.
Adjusted EBITDA Our consolidated Adjusted EBITDA was $113.8 million and $154.5 million for fiscal 2025 and 2024, respectively, as a result of the factors discussed above. See Reconciliation of Non-U.S. GAAP Financial Measures to U.S. GAAP Measures following the discussion of our results of operations for definitions and a reconciliation of our net income to Adjusted EBITDA.
The Company's leading brands include Garden Veggie Snacks™, Terra ® chips, Garden of Eatin' ® snacks, Hartley’s ® Jelly, Earth's Best ® and Ella's Kitchen ® baby and kids foods, Celestial Seasonings ® teas, Joya ® and Natumi ® plant-based beverages, Greek Gods ® yogurt, Cully & Sully ® , Yorkshire Provender ® , New Covent Garden ® and Imagine ® soups, Yves ® and Linda McCartney's ® (under license) meat-free, and Avalon Organics ® personal care, among others.
The Company ’ s leading brands include Garden Veggie Snacks ™ , Terra ® chips, Garden of Eatin’ ® snacks, Hartley’s ® jelly, Earth’s Best ® Organic and Ella’s Kitchen ® baby and kid’s foods, Celestial Seasonings ® teas, Joya ® and Natumi ® plant-based beverages, The Greek Gods ® yogurt, Cully & Sully ® , Yorkshire Provender ® , New Covent Garden ® and Imagine ® soups, among others.
A reconciliation of net loss to Adjusted EBITDA is as follows: 34 Table of Contents Fiscal Year Ended June 30, (Amounts in thousands) 2024 2023 Net loss $ (75,042 ) $ (116,537 ) Depreciation and amortization 44,665 50,777 Equity in net loss of equity-method investees 2,581 1,134 Interest expense, net 54,232 43,936 Benefit for income taxes (7,820 ) (14,178 ) Stock-based compensation, net 12,704 14,423 Unrealized currency losses 17 929 Litigation and related costs (a) 7,262 (1,369 ) Restructuring activities Productivity and transformation costs 27,741 7,284 Plant closure related costs, net 5,251 94 Warehouse/manufacturing consolidation and other costs, net 995 1,026 CEO succession — 5,113 Acquisitions, divestitures and other Loss (gain) on sale of assets 4,384 (3,529 ) Transaction and integration costs, net (34 ) 2,018 Impairment charges Intangibles and long-lived asset impairment 76,143 175,501 Other 1,443 — Adjusted EBITDA $ 154,522 $ 166,622 (a) Expenses and items relating to securities class action, baby food litigation, and SEC investigation.
GAAP results. 37 Table of Contents A reconciliation of net loss to Adjusted EBITDA is as follows: Fiscal Year Ended June 30, (Amounts in thousands) 2025 2024 Net loss $ (530,841 ) $ (75,042 ) Depreciation and amortization 44,259 44,665 Equity in net loss of equity-method investees 1,813 2,581 Interest expense, net 47,773 54,232 Provision (benefit) for income taxes 15,297 (7,820 ) Stock-based compensation, net 8,149 12,704 Unrealized and certain realized currency losses 3,823 17 Certain litigation expenses, net (a) 3,473 7,262 Restructuring activities Productivity and transformation costs 21,530 27,741 Plant closure related costs, net 1,215 5,251 Warehouse/manufacturing consolidation and other costs, net 384 995 CEO succession 4,774 — Acquisitions, divestitures and other (Gain) loss on sale of assets (3,194 ) 4,384 Transaction and integration costs, net (488 ) (34 ) Impairment charges Goodwill impairment 428,882 — Intangibles and long-lived asset impairment 66,940 76,143 Other — 1,443 Adjusted EBITDA $ 113,789 $ 154,522 (a) Expenses and items relating to securities class action, baby food litigation, and SEC investigation.
GAAP measure provides useful information to investors and any additional purposes for which our management and Board of Directors use the non-U.S. GAAP measures. These non-U.S. GAAP measures should be viewed in addition to, and not in lieu of, the comparable U.S. GAAP measures.
GAAP measure and the most directly comparable U.S. GAAP measure, an explanation of why our management and Board of Directors believe the non-U.S. GAAP measure provides useful information to investors and any additional purposes for which our management and Board of Directors use the non-U.S. GAAP measures. These non-U.S.
Hot tea, hot-eating desserts and soup sales are stronger in colder months, while sales of snack foods, sunscreen and certain of our personal care products are stronger in the warmer months.
Hot tea and soup sales are stronger in colder months, while sales of snack foods are stronger in the warmer months.
The program is intended to optimize our portfolio, improve underlying profitability and increase our flexibility to invest in targeted growth initiatives, brand building and other capabilities critical to delivering future growth.
The savings initiatives impact our reportable segments and Corporate and Other. The program is intended to optimize our portfolio, improve underlying profitability and increase our flexibility to invest in targeted growth initiatives, brand building and other capabilities critical to delivering future growth. Implementation of the Restructuring Program is expected to be completed by the end of the 2027 fiscal year.
Adjusted EBITDA in fiscal 2024 was $98.7 million, a decrease of $24.7 million from $123.4 million in fiscal 2023. The decrease was primarily driven by lower volume and inflation, partially offset by pricing. Adjusted EBITDA margin was 9.4%, a 148-basis point decrease from the prior year.
Adjusted EBITDA in fiscal 2025 was $86.0 million, a decrease of $9.0 million from $95.0 million in fiscal 2024. The decrease was primarily driven by inflation and volume and mix softness, partially offset by productivity and pricing. Adjusted EBITDA margin was 12.8%, a 120-basis point decrease from the prior year.
The Credit Agreement includes financial covenants that require compliance with a consolidated secured leverage ratio, a consolidated leverage ratio and a consolidated interest coverage ratio.
The Credit Agreement includes financial covenants that require compliance with a consolidated secured leverage ratio, a consolidated leverage ratio and a consolidated interest coverage ratio. On August 22, 2023, the Company entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement.
Other expense, net primarily reflected the recognition of a loss on sale of the Thinsters ® cookie business and Queen Helene ® brand and net foreign currency gains during fiscal 2024.
These gains were partially offset by a $3.9 million pretax loss recognized on the sale of ParmCrisps ® .and net foreign currency losses. Other expense, net in fiscal 2024 primarily reflected losses on the dispositions of Thinsters ® cookie business and Queen Helene ® brand, partially offset by net foreign currency gains.
We use this risk-based approach to determine which brands we would quantitatively test for impairment, whether as part of fiscal year annual impairment testing or an interim period test.
We use this risk-based approach to determine which brands we would quantitatively test for impairment, whether as part of fiscal year annual impairment testing or an interim period test. During the fourth quarter of fiscal 2025, the Company quantitatively tested tradenames associated with its snacks and meal preparation brands, Sensible Portions ® , Imagine ® and Spectrum ® .
The balance of cumulative pretax restructuring charges is expected to be $90 million - $100 million comprised of contract termination costs, asset write-downs, employee-related costs and other transformation-related expenses.
Cumulative pretax charges associated with the Restructuring Program are expected to be $100 million - $110 million comprised of contract termination costs, asset write-downs, employee-related costs and other transformation-related expenses, which represents an increase of $10 million from the previously reported range.
Amended and Restated Credit Agreement On August 22, 2023, the Company entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement (as amended, the “Credit Agreement”).
Amended and Restated Credit Agreement On December 22, 2021, the Company entered into a Fourth Amended and Restated Credit Agreement (as subsequently amended, the “Credit Agreement”).
GAAP Measures Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). We have included in this report measures of financial performance that are not defined by U.S. GAAP. We believe that these measures provide useful information to investors and include these measures in other communications to investors.
GAAP Measures We have included in this report measures of financial performance that are not defined by U.S. GAAP. We believe that these measures provide useful information to investors and include these measures in other communications to investors. For each of these non-U.S. GAAP financial measures, we are providing below a reconciliation of the differences between the non-U.S.
See Note 4, Dispositions , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K. Cash used in financing activities was $89.7 million for the fiscal year ended June 30, 2024, an increase of $26.7 million compared to $63.1 million in the prior year.
See Note 5, Dispositions and Note 15, Investments, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K. 35 Table of Contents Cash used in financing activities was $43.9 million for the fiscal year ended June 30, 2025, a decrease of $45.8 million compared to $89.7 million in the prior year, primarily reflecting a reduction in the repayment of borrowings.
During the Second Amendment Period, loans under the Credit Agreement bears interest at (a) Term SOFR plus 2.5% per annum or (b) the Base Rate plus 1.5% per annum.
Commencing on the date of the Third Amendment, loans under the Credit Agreement bore interest at (a) Term SOFR plus 3.00% per annum or (b) the Base Rate plus 2.00% per annum.
Including the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at June 30, 2024 was 6.83%.
As of June 30, 2025, the notional amount of the interest rate swaps was $400.0 million with fixed rate payments of 6.12%. Including the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at June 30, 2025 was 6.41%.
The effect of fluctuations in foreign currency exchange rates increased net sales by $26.4 million. Further details of changes in net sales by segment are provided below in the Segment Results section. Gross Profit Gross profit in fiscal 2024 was $380.8 million, a decrease of $15.6 million, or 3.9%, from $396.4 million in fiscal 2023.
Further details of changes in net sales by segment are provided below in the Segment Results section. Gross Profit Gross profit in fiscal 2025 was $334.1 million, a decrease of $46.8 million, or 12.3%, from $380.8 million in fiscal 2024. Gross profit margin was 21.4% of net sales, compared to 21.9% in the prior year.
Results of Operations Comparison of Fiscal Year Ended June 30, 2024 to Fiscal Year Ended June 30, 2023 Consolidated Results The following table compares our results of operations, including as a percentage of net sales, on a consolidated basis, for the fiscal years ended June 30, 2024 and 2023 (dollars in thousands, other than per share amounts and percentages, which may not add due to rounding): Fiscal Year Ended June 30, Change in 2024 2023 Dollars Percentage Net sales $ 1,736,286 100.0 % $ 1,796,643 100.0 % $ (60,357 ) (3.4 )% Cost of sales 1,355,454 78.1 % 1,400,229 77.9 % (44,775 ) (3.2 )% Gross profit 380,832 21.9 % 396,414 22.1 % (15,582 ) (3.9 )% Selling, general and administrative expenses 290,116 16.7 % 289,233 16.1 % 883 0.3 % Intangibles and long-lived asset impairment 76,143 4.4 % 175,501 9.8 % (99,358 ) (56.6 )% Productivity and transformation costs 27,741 1.6 % 7,284 0.4 % 20,457 280.8 % Amortization of acquired intangible assets 5,780 0.3 % 10,016 0.6 % (4,236 ) (42.3 )% Operating loss (18,948 ) (1.1 )% (85,620 ) (4.8 )% 66,672 (77.9 )% Interest and other financing expense, net 57,213 3.3 % 45,783 2.5 % 11,430 25.0 % Other expense (income), net 4,120 0.2 % (1,822 ) (0.1 )% 5,942 * Loss before income taxes and equity in net loss of equity-method investees (80,281 ) (4.6 )% (129,581 ) (7.2 )% 49,300 (38.0 )% Benefit for income taxes (7,820 ) (0.5 )% (14,178 ) (0.8 )% 6,358 (44.8 )% Equity in net loss of equity-method investees 2,581 0.1 % 1,134 0.1 % 1,447 127.6 % Net loss $ (75,042 ) (4.3 )% $ (116,537 ) (6.5 )% $ 41,495 (35.6 )% Adjusted EBITDA $ 154,522 8.9 % $ 166,622 9.3 % $ (12,100 ) (7.3 )% Basic and diluted net loss per common share $ (0.84 ) $ (1.30 ) $ 0.46 (35.4 )% * Percentage is not meaningful due to one or more amounts being negative. 28 Table of Contents Net Sales Net sales in fiscal 2024 were $1.74 billion, a decrease of $60.4 million, or 3.4%, from net sales of $1.80 billion in fiscal 2023.
Results of Operations Comparison of Fiscal Year Ended June 30, 2025 to Fiscal Year Ended June 30, 2024 Consolidated Results The following table compares our results of operations, including as a percentage of net sales, on a consolidated basis, for the fiscal years ended June 30, 2025 and 2024 (dollars in thousands, other than per share amounts and percentages, which may not add due to rounding): Fiscal Year Ended June 30, Change in 2025 2024 Dollars Percentage Net sales $ 1,559,780 100.0 % $ 1,736,286 100.0 % $ (176,506 ) (10.2 )% Cost of sales 1,225,722 78.6 % 1,355,454 78.1 % (129,732 ) (9.6 )% Gross profit 334,058 21.4 % 380,832 21.9 % (46,774 ) (12.3 )% Selling, general and administrative expenses 271,833 17.4 % 290,116 16.7 % (18,283 ) (6.3 )% Goodwill impairment 428,882 27.5 % — — 428,882 ** Intangibles and long-lived asset impairment 66,940 4.3 % 76,143 4.4 % (9,203 ) (12.1 )% Productivity and transformation costs 21,530 1.4 % 27,741 1.6 % (6,211 ) (22.4 )% Amortization of acquired intangible assets 6,476 0.4 % 5,780 0.3 % 696 12.0 % Operating loss (461,603 ) (29.6 )% (18,948 ) (1.1 )% (442,655 ) ** Interest and other financing expense, net 51,253 3.3 % 57,213 3.3 % (5,960 ) (10.4 )% Other expense, net 875 0.1 % 4,120 0.2 % (3,245 ) (78.8 )% Loss before income taxes and equity in net loss of equity-method investees (513,731 ) (32.9 )% (80,281 ) (4.6 )% (433,450 ) ** Provision (benefit) for income taxes 15,297 1.0 % (7,820 ) (0.5 )% 23,117 * Equity in net loss of equity-method investees 1,813 0.1 % 2,581 0.1 % (768 ) (29.8 )% Net loss $ (530,841 ) (34.0 )% $ (75,042 ) (4.3 )% $ (455,799 ) ** Adjusted EBITDA $ 113,789 7.3 % $ 154,522 8.9 % $ (40,733 ) (26.4 )% Basic and diluted net loss per common share $ (5.89 ) $ (0.84 ) $ (5.05 ) ** * Percentage is not meaningful due to one or more amounts being negative. ** Percentage is not meaningful due to significantly lower number or nil value in the comparative period. 29 Table of Contents Net Sales Net sales in fiscal 2025 were $1.56 billion, a decrease of $176.5 million, or 10.2%, from net sales of $1.74 billion in fiscal 2024.
This increase versus the prior year resulted primarily from higher cash generation of $101.7 million from our working capital accounts, which was driven by our accounts payable optimization initiatives and focused inventory management, partially offset by a reduction in accounts receivable recovery.
This decrease in cash provided by operating activities versus the prior year resulted primarily from a reduction in cash earnings and higher cash utilization of $41.6 million for our working capital accounts, which was mainly due to higher inventory and a reduced benefit from accounts payable and accrued expenses, partially offset by an increase in accounts receivable recovery.
The increase was also partially offset by a reduction of $52.1 million in net loss adjusted for non-cash charges in the current year. Cash used in investing activities was $23.9 million for the fiscal year ended June 30, 2024, an increase of $4.3 million from $19.6 million in the prior year.
Cash provided by investing activities was $3.6 million for the fiscal year ended June 30, 2025, an increase of $27.5 million from cash used in investing activities of $23.9 million in the prior year.
Pursuant to the Second Amendment, the Company’s maximum consolidated secured leverage ratio was amended to be 5.00:1.00 until September 30, 2023, 5.25:1.00 until December 31, 2023 and 5.00:1.00 until December 31, 2024 (the period of time during which such maximum consolidated secured leverage ratios are in effect, the “Second Amendment Period”).
Pursuant to the Second Amendment, the Company’s maximum consolidated secured leverage ratio was amended to be 5.00:1.00 until September 30, 2023, 5.25:1.00 until December 31, 2023, 5.00:1.00 until December 31, 2024, and 4.25:1.00 thereafter. See below for a description of the Third Amendment and Fourth Amendment (each as defined below).
The GPCM approach estimates the value of a reporting unit through analysis of recent sales of comparable assets or business entities by comparing it to comparable publicly-disclosed transactions in similar businesses.
The assumptions we use in our tests include projections of growth rates and profitability, our estimated working capital needs, as well as our weighted average cost of capital (“WACC”). 39 Table of Contents The GPCM approach estimates the value of a reporting unit through analysis of recent sales of comparable assets or business entities by comparing it to comparable publicly-disclosed transactions in similar businesses.
Benefit for Income Taxes The benefit for income taxes includes federal, foreign, state and local income taxes. Our income tax benefit was $7.8 million for fiscal 2024 compared to $14.2 million for fiscal 2023. The effective income tax rate was 9.7% and 10.9% of pre-tax income for the fiscal year ended June 30, 2024 and 2023, respectively.
Provision (benefit) for Income Taxes The provision (benefit) for income taxes includes federal, foreign, state and local income taxes. Our income tax expense was $15.3 million for fiscal 2025 compared to a benefit of $7.8 million for fiscal 2024.
Considerable management judgment is necessary to evaluate the impact of operating and external economic factors in estimating our future cash flows. The assumptions we use in our tests include projections of growth rates and profitability, our estimated working capital needs, as well as our weighted average cost of capital (“WACC”).
Considerable management judgment is necessary to evaluate the impact of operating and external economic factors in estimating our future cash flows.
Cash provided by (used in) operating, investing and financing activities is summarized below. 32 Table of Contents Fiscal Year Ended June 30, (Amounts in thousands) 2024 2023 Change in Dollars Cash flows provided by (used in): Operating activities $ 116,355 $ 66,819 $ 49,536 Investing activities (23,922 ) (19,640 ) (4,282 ) Financing activities (89,729 ) (63,060 ) (26,669 ) Effect of exchange rate changes on cash (1,761 ) 3,733 (5,494 ) Net increase (decrease) in cash and cash equivalents $ 943 $ (12,148 ) $ 13,091 Cash provided by operating activities was $116.4 million for the fiscal year ended June 30, 2024, an increase of $49.5 million from $66.8 million in the prior year.
Fiscal Year Ended June 30, (Amounts in thousands) 2025 2024 Change in Dollars Cash flows provided by (used in): Operating activities $ 22,115 $ 116,355 $ (94,240 ) Investing activities 3,619 (23,922 ) 27,541 Financing activities (43,886 ) (89,729 ) 45,843 Effect of exchange rate changes on cash 18,200 (1,761 ) 19,961 Net increase in cash and cash equivalents $ 48 $ 943 $ (895 ) Cash provided by operating activities was $22.1 million for the fiscal year ended June 30, 2025, a decrease of $94.2 million from cash provided by operating activities of $116.4 million in the prior year.
GAAP Measures following the discussion of our results of operations for definitions and a reconciliation of our net income to Adjusted EBITDA. 30 Table of Contents Segment Results The following table provides a summary of net sales and Adjusted EBITDA by reportable segment for the fiscal years ended June 30, 2024 and 2023: (Dollars in thousands) North America International Corporate and Other Consolidated Net Sales Fiscal 2024 $ 1,055,527 $ 680,759 $ — $ 1,736,286 Fiscal 2023 $ 1,139,162 $ 657,481 $ — $ 1,796,643 $ change $ (83,635 ) $ 23,278 n/a $ (60,357 ) % change (7.3 )% 3.5 % n/a (3.4 )% Adjusted EBITDA Fiscal 2024 $ 98,728 $ 94,974 $ (39,180 ) $ 154,522 Fiscal 2023 $ 123,443 $ 82,945 $ (39,766 ) $ 166,622 $ change $ (24,715 ) $ 12,029 $ 586 $ (12,100 ) % change (20.0 )% 14.5 % 1.5 % (7.3 )% Adjusted EBITDA margin Fiscal 2024 9.4 % 14.0 % n/a 8.9 % Fiscal 2023 10.8 % 12.6 % n/a 9.3 % See the Reconciliation of Non-U.S.
Segment Results The following table provides a summary of net sales and Adjusted EBITDA by reportable segment for the fiscal years ended June 30, 2025 and 2024: (Dollars in thousands) North America International Corporate and Other Consolidated Net Sales Fiscal 2025 $ 888,626 $ 671,154 $ — $ 1,559,780 Fiscal 2024 $ 1,055,527 $ 680,759 $ — $ 1,736,286 $ change $ (166,901 ) $ (9,605 ) n/a $ (176,506 ) % change (15.8 )% (1.4 )% n/a (10.2 )% Adjusted EBITDA Fiscal 2025 $ 65,470 $ 86,000 $ (37,681 ) $ 113,789 Fiscal 2024 $ 98,728 $ 94,974 $ (39,180 ) $ 154,522 $ change $ (33,258 ) $ (8,974 ) $ 1,499 $ (40,733 ) % change (33.7 )% (9.4 )% 3.8 % (26.4 )% Adjusted EBITDA margin Fiscal 2025 7.4 % 12.8 % n/a 7.3 % Fiscal 2024 9.4 % 14.0 % n/a 8.9 % See the Reconciliation of Non-U.S.
See Note 10, Debt and Borrowings , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K. Other Expense (Income), Net Other expense, net totaled $4.1 million in fiscal 2024 compared to other income, net of $1.8 million in the prior year.
The decrease resulted primarily from a lower outstanding debt balance and the impact of a reduction in borrowing rates compared to the prior year. See Note 11, Debt and Borrowings , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
As of June 30, 2024, there were $475.0 million of loans under the Revolver, $270.6 million of Term Loans, and $3.2 million of letters of credit outstanding under the Credit Agreement. As of June 30, 2024 and June 30, 2023, $321.8 million and $254.5 million, respectively, was available under the Credit Agreement, subject to compliance with the financial covenants.
As of June 30, 2025 and June 30, 2024, $246.7 million and $321.8 million, respectively, was available under the Credit Agreement, subject to compliance with the financial covenants. As of June 30, 2025, the Company was in compliance with all associated covenants.
Net Loss Net loss for fiscal 2024 was $75.0 million, or $0.84 per diluted share, compared to $116.5 million, or $1.30 per diluted share, in fiscal 2023. The change was attributable to the factors noted above.
See Note 15, Investments , in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K. 31 Table of Contents Net Loss Net loss for fiscal 2025 was $530.8 million, or $5.91 per diluted share, compared to $75.0 million, or $0.84 per diluted share, in fiscal 2024. The change was attributable to the factors noted above.
Our effective tax rate may change from period-to-period based on recurring and nonrecurring factors including the geographical mix of earnings, enacted tax legislation, state and local income taxes and tax audit settlements. See Note 11, Income Taxes, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information.
The effective income tax rate for the year ended June 30, 2024 was primarily impacted by the recognition of a valuation allowance against deferred tax assets. Our effective tax rate may change from period-to-period based on recurring and nonrecurring factors including the geographical mix of earnings, enacted tax legislation, state and local income taxes and tax audit settlements.
As of June 30, 2024, the Company’s consolidated secured leverage ratio, consolidated leverage ratio and consolidated interest coverage ratio were 3.74:1.00, 3.74:1.00 and 3.43:1.00, respectively, and the Company was in compliance with all associated covenants.
As of June 30, 2025, the Company’s consolidated secured leverage ratio, consolidated leverage ratio and consolidated interest coverage ratio were 4.69:1.00, 4.69:1.00 and 2.93:1.00, respectively, and the Company was in compliance with all associated covenants. The aforementioned financial covenants are being reported as calculated under the Credit Agreement and not pursuant to accounting principles generally accepted in the U.S. (“GAAP”).
The Company concluded that for the reporting units where a qualitative evaluation was performed that the reporting units’ estimated fair values exceeded their carrying amounts.
The Company concluded that the qualitatively tested reporting units’ estimated fair values exceeded their carrying amounts, while noting a recent decline in performance within the U.K. reporting units.
See Note 8, Goodwill and Other Intangible Assets , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K. 29 Table of Contents Operating Loss Operating loss in fiscal 2024 was $18.9 million compared to $85.6 million in fiscal 2023 due to the items described above.
See Note 4, Assets and Liabilities Held for Sale , Note 9, Goodwill and Other Intangible Assets and Note 16, Fair Value Measurements , in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Productivity and transformation costs of $27.7 million in fiscal 2024 are primarily comprised of consultancy and employee-related costs in the amount of $20.7 million and $7.0 million, respectively. Both costs are associated with the Hain Reimagined Program.
Productivity and transformation costs of $21.5 million in fiscal 2025 were primarily comprised of consultancy and employee-related costs in the amount of $13.2 million and $8.3 million, respectively.
Following the Second Amendment Period, the maximum consolidated secured leverage ratio will be 4.25:1.00, subject to possible temporary increase following certain corporate acquisitions. Pursuant to the Credit Agreement, the Company’s maximum consolidated leverage ratio is 6.00:1.00. Pursuant to the Second Amendment, the Company’s minimum interest coverage ratio was amended to be 2.50:1.00.
Following the Fourth Amendment, the Company’s maximum consolidated secured leverage ratio under the Credit Agreement was 5.00:1.00 until June 30, 2025 and is 5.50:1.00 for the quarter ending September 30, 2025 and thereafter. Pursuant to the Credit Agreement, the Company’s maximum consolidated leverage ratio is 6.00:1.00 and, through June 30, 2025, its minimum interest coverage ratio was 2.50:1.00.
The increase in Free Cash Flow primarily resulted from an increase in cash flow provided by operations of $49.5 million driven by the reasons explained above, partially offset by higher capital expenditures. See the Reconciliation of Non-U.S. GAAP Financial Measures to U.S.
Free Cash Flow Our Free Cash Flow was negative $3.2 million for fiscal 2025, a decrease of $86.1 million from fiscal 2024. This year-over-year decline was primarily driven by a $94.2 million reduction in cash flows from operating activities, as explained above, partially offset by lower capital expenditures. See the Reconciliation of Non-U.S. GAAP Financial Measures to U.S.
The Company’s management believes that excluding the impact of divestitures and discontinued brands when presenting period-over-period results of net sales aids in comparability. 33 Table of Contents To present net sales adjusted for the impact of divestitures and discontinued brands, the net sales of a divested business or discontinued brand are excluded from all periods.
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.
During the fourth quarter of 2024, the North America personal care tradenames were reclassified from indefinite to definite-lived and ascribed a useful life of 10 years. See Note 8, Goodwill and Other Intangible Assets in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
The increase was due to the fact that during the fourth quarter of fiscal 2024, personal care tradenames and MaraNatha ® and Happy TM and Joya ® trademarks were reclassified from indefinite to definite-lived and ascribed a useful life of 10 years.
We continually assess the nature and extent of these potential and evolving impacts on our business, consolidated operational results, liquidity, and capital resources.
Moreover, our industry has experienced and is anticipating the possibility of further increased supply chain challenges, input cost increases and consumer and economic uncertainty as a result of U.S. government tariffs and the imposition of any counter-tariffs. We continually assess the nature and extent of these potential and evolving impacts on our business, consolidated operational results, liquidity, and capital resources.
Hain Reimagined Program During the first quarter of fiscal year 2024, we initiated a multi-year growth, transformation and restructuring program (the “Hain Reimagined Program”) intended to drive shareholder returns. The savings initiatives impact our reportable segments and Corporate and Other.
Also, in the third quarter of fiscal year 2025, we announced that we were exploring strategic alternatives regarding our personal care business to focus on our portfolio of better-for-you food and beverages. Restructuring Program During the first quarter of fiscal year 2024, we initiated a multi-year growth, transformation and restructuring program (the “Restructuring Program”) intended to drive shareholder returns.
Interest and Other Financing Expense, Net Interest and other financing expense, net totaled $57.2 million in fiscal 2024, an increase of $11.4 million, or 25.0%, from $45.8 million in the prior year. The increase resulted primarily from higher borrowing rates, partially offset by a lower outstanding debt balance compared to the prior year.
Operating Loss Operating loss in fiscal 2025 was $461.6 million compared to $18.9 million in fiscal 2024 due to the items described above. Interest and Other Financing Expense, Net Interest and other financing expense, net totaled $51.3 million in fiscal 2025, a decrease of $6.0 million, or 10.4%, from $57.2 million in the prior year.
Gross profit margin was 21.9% of net sales, compared to 22.1% in the prior year. The decrease in gross profit was driven primarily by the North America reportable segment, mainly due to lower sales volume as well as by inflation and an increase in plant closure and warehouse consolidation related costs, partially offset by pricing and productivity.
The decrease in gross profit was driven primarily by the North America reportable segment, mainly due to volume and mix softness along with higher trade spend and inflation, partially offset by productivity improvements. Gross profit also decreased in the International reportable segment mainly due to inflation and volume and mix softness, partially offset by productivity and pricing.
Net sales, adjusted for the impact of divestitures and discontinued brands, decreased approximately $42.8 million, or 2.4%, from the prior year. The decrease in both net sales and adjusted net sales was due to a decline in the North America reportable segment, partially offset by growth in the International reportable segment.
North America Our net sales in the North America reportable segment for fiscal 2025 were $888.6 million, a decrease of $166.9 million, or 15.8%, including an unfavorable impact of $85.2 million, or 6.4%, related to divestitures, held for sale businesses, discontinued brands and exited product categories, as compared to the prior year.
As a result of indicators of impairment which included a significant decline in the Company’s market capitalization and impairment charges recorded during the three months ended March 31, 2024 within the U.S. reporting unit (see Note 8, Goodwill and Other Intangible Assets and Note 6, Property, Plant and Equipment, Net in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K), the Company completed an interim impairment test of all reporting units.
Consequently, the Company recorded aggregate non-cash goodwill impairment charges of $357.7 million within the North America segment related to such reporting units and $71.2 million within the International segment related to its U.K. reporting unit. See Note 9, Goodwill and Other Intangible Assets , in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
Other income, net was primarily comprised of a gain on sale of the Westbrae Natural ® brand (“Westbrae”), partially offset by the recognition of net foreign currency losses in the prior year. See Note 4, Dispositions , in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
See Note 5, Dispositions and Note 15, Investments , in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
During fiscal 2022, the Company used interest rate swaps to hedge a portion of the interest rate risk related its outstanding variable rate debt. As of June 30, 2024, the notional amount of the interest rate swaps was $400 million with fixed rate payments of 5.60%.
Excluding the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at June 30, 2025 was 7.34%. The Company uses interest rate swaps to hedge a portion of the interest rate risk related to its outstanding variable rate debt.
Productivity and Transformation Costs Productivity and transformation costs were $27.7 million in fiscal 2024, an increase of $20.5 million or 280.8% from $7.3 million in fiscal 2023.
Productivity and Transformation Costs Productivity and transformation costs were $21.5 million in fiscal 2025, a decrease of $6.2 million or 22.4% from $27.7 million in fiscal 2024. The decrease primarily reflected a reduction in restructuring costs incurred in connection with the Restructuring Program.
Following the Second Amendment Period, loans bear interest at rates based on (a) Term SOFR plus a rate ranging from 1.125% to 2.0% per annum or (b) the Base Rate plus a rate ranging from 0.125% to 1.0% per annum, the relevant rate in each case being the Applicable Rate.
Commencing on the date of the Fourth Amendment, loans under the Credit Agreement bear interest at (a) Term SOFR plus 4.00% per annum or (b) the Base Rate plus 3.00% per annum.
Valuation of Long-lived Assets Fixed assets and amortizable intangible assets are reviewed for impairment as events or changes in circumstances occur indicating that the carrying value of the asset may not be recoverable. Undiscounted cash flow analyses are used to determine if impairment exists. If impairment is determined to exist, the loss is calculated based on estimated fair value.
Valuation of Long-lived Assets The Company periodically evaluates the carrying value of long-lived assets held and used in the business and with definite lives, when events and circumstances occur indicating that the carrying amount of the asset or its asset group may not be recoverable.
The decrease in net sales was primarily due to lower sales in the baby & kids category on account of continued industry-wide challenges in organic formula supply as well as decline in the personal care category. The decrease was partially offset by growth in the beverage category.
The decrease in organic net sales was largely attributable to softness in the snacks category, as a result of velocity challenges and distribution losses, and to a lesser extent, by lower sales in the meal preparation category. The decline in meal preparation was primarily driven by softness in oils and nut butters, partially offset by growth in yogurt.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+1 added−0 removed5 unchanged
Biggest changeDuring fiscal 2024, approximately 46% of our consolidated net sales were generated from sales outside the U.S., while such sales outside the U.S. were 43% of net sales in fiscal 2023 and 45% of net sales in fiscal 2022. These revenues, along with related expenses and capital purchases, were conducted primarily in British Pounds Sterling, Euros and Canadian Dollars.
Biggest changeDuring fiscal 2025, approximately 50% of our consolidated net sales were generated from sales outside the U.S., while such sales outside the U.S. were 46% of net sales in fiscal 2024 and 43% of net sales in fiscal 2023. These revenues, along with related expenses and capital purchases, were conducted primarily in British Pounds Sterling, Euros and Canadian Dollars.
These agreements are tied to specific market prices. Market risk is estimated as a hypothetical 10% increase or decrease in the weighted average cost of our primary inputs as of June 30, 2024.
These agreements are tied to specific market prices. Market risk is estimated as a hypothetical 10% increase or decrease in the weighted average cost of our primary inputs as of June 30, 2025.
See Note 16, Derivatives and Hedging Activities , in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
See Note 17, Derivatives and Hedging Activities , in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
Interest Rates We centrally manage our debt and cash equivalents, considering investment opportunities and risks, tax consequences and overall financing strategies. Our cash equivalents consist primarily of money market funds or their equivalent. As of June 30, 2024, we had $746 million of variable rate debt outstanding under our Credit Agreement.
Interest Rates We centrally manage our debt and cash equivalents, considering investment opportunities and risks, tax consequences and overall financing strategies. Our cash equivalents consist primarily of money market funds or their equivalent. As of June 30, 2025, we had $706.1 million of variable rate debt outstanding under our Credit Agreement.
Based on our cost of goods sold during the fiscal year ended June 30, 2024, such a change would have resulted in an increase or decrease to cost of sales of approximately $110 million. We attempt to offset the impact of input cost increases with a combination of cost savings initiatives and efficiencies and price increases. 40 Table of Contents
Based on our cost of goods sold during the fiscal year ended June 30, 2025, such a change would have resulted in an increase or decrease to cost of sales of approximately $92 million. We attempt to offset the impact of input cost increases with a combination of cost savings initiatives and efficiencies and price increases. 44 Table of Contents
Assuming current cash equivalents, variable rate borrowings and the effects of the interest rate swaps, a hypothetical change in average interest rates of one percentage point would have resulted in higher net interest expense of $4.1 million.
Assuming current cash equivalents, variable rate borrowings and the effects of the interest rate swaps, a hypothetical change in average interest rates of one percentage point would have resulted in higher net interest expense of $3.5 million.
Sales and operating income would have decreased by approximately $39.3 million and $3.2 million, respectively, if average foreign exchange rates had been lower by 5% against the U.S. Dollar in fiscal 2024. These amounts were determined by considering the impact of a hypothetical foreign exchange rate on the sales and operating income of the Company’s international operations.
Sales and operating income would have decreased by approximately $38.7 million and $3.0 million, respectively, if average foreign exchange rates had been lower by 5% against the U.S. Dollar in fiscal 2025. These amounts were determined by considering the impact of a hypothetical foreign exchange rate on the sales and operating income of the Company’s international operations.
The cumulative translation adjustments component of Accumulated Other Comprehensive Loss decreased by $9.0 million during the fiscal year ended June 30, 2024. To manage that risk, the Company may enter into certain derivative financial instruments, when available on a cost-effective basis. We had approximately $131.8 million in notional amounts of cross-currency swaps at June 30, 2024.
The cumulative translation adjustments component of Accumulated Other Comprehensive Loss increased by $71.3 million during the fiscal year ended June 30, 2025. To manage that risk, the Company may enter into certain derivative financial instruments, when available on a cost-effective basis. We had approximately $128.8 million in notional amounts of cross-currency swaps at June 30, 2025.
We use interest rate swaps to hedge a portion of the interest rate risk related to our outstanding variable rate debt. As of June 30, 2024, the notional amount of the interest rate swaps was $400 million with fixed rate payments of 5.60%.
We use interest rate swaps to hedge a portion of the interest rate risk related to our outstanding variable rate debt. As of June 30, 2025, the notional amount of the interest rate swaps was $400 million with fixed rate payments of 6.12%.
Added
While not currently significant, some suppliers have sought to pass through to the Company all or a portion of the impact of new tariffs imposed on the suppliers.

Other HAIN 10-K year-over-year comparisons