Description of Business and Basis of Presentation	12 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business and Basis of Presentation	1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business The Hain Celestial Group, Inc., a Delaware corporation (collectively with its subsidiaries, the “Company,” or “Hain Celestial,” “we,” “us” or “our”) was founded in 1993. Hain Celestial is a leading global health and wellness company whose purpose is to inspire healthier living for people, communities and the planet through better-for-you brands. For more than 30 years, Hain Celestial has intentionally focused on delivering nutrition and well-being that positively impacts today and tomorrow. Headquartered in Hoboken, N.J., Hain Celestial’s products across beverages, yogurt, baby/kids and meal preparation are marketed and sold around the world. The Company operates under two reportable segments: North America and International. The Company’s leading brands include Celestial Seasonings® teas, The Greek Gods® yogurt, Earth’s Best® Organic and Ella’s Kitchen® baby and kids foods, Joya® and Natumi® plant-based beverages, Hartley’s® jelly, as well as Cully & Sully®, Yorkshire Provender®, and New Covent Garden® soups, among others. Strategic Review During the fourth quarter of fiscal year 2025, we announced that our Board of Directors was conducting a comprehensive review of the Company’s portfolio with the assistance of our independent financial advisor. North American Snacks Transaction As part of this review, on February 27, 2026, the Company completed the sale (the “North American Snacks Transaction”) of its North American Snacks business, including Garden Veggie Snacks™, Terra® chips and Garden of Eatin’® snacks as well as certain private label products (the “North American Snacks Business”) and received $111,200 in cash, reflecting the total purchase price of $115,000 less the holdback of an estimate for a customary inventory adjustment, which was finalized following the closing. The Company used the net proceeds of $101,100 from the North American Snacks Transaction to reduce the Company’s indebtedness. International Business Transaction As an additional step in the strategic review, on September 12, 2026, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with entities (the “Purchasers”) affiliated with global private equity firm AURELIUS pursuant to which, subject to the terms and conditions set forth therein, the Purchasers have agreed to acquire from the Company (the “International Business Transaction”) the entities that operate Hain Celestial’s International business in the United Kingdom, Ireland and Europe, including Ella’s Kitchen® baby and kids foods, Joya® and Natumi® plant-based beverages, Hartley’s® jelly, as well as Cully & Sully®, Yorkshire Provender®, and New Covent Garden® soups (collectively, the “International Business”). The gross sale price for the International Business Transaction is £233,000, plus an additional locked box ticker amount expected to be approximately £5,500 (depending on the date on which closing occurs) to compensate the Company for profits of the International Business during a specified period, for an estimated aggregate gross sale price of £238,500, or approximately $323,200. The aggregate net cash proceeds to be realized, after transaction expenses and taxes and including cash to be distributed from the International Business prior to closing, are expected to be between £225,100 and £228,800, or between approximately $305,000 and $310,000. Upon closing of the International Business Transaction, the Company would use the net proceeds to reduce the Company’s indebtedness. The foregoing U.S. Dollar figures are based on current foreign exchange rates and are subject to change based on foreign exchange rates in effect at the time the International Business Transaction closes. Consummation of the International Business Transaction is subject to the following closing conditions: (1) customary regulatory consents, approvals or non-objections from regulatory authorities in the United Kingdom, Austria, Ireland, Germany and Belgium, and (2) by October 12, 2026, the Company and its lenders entering into an amendment of the Company’s credit agreement, which currently has a maturity date of December 22, 2026, to extend such maturity date by not less than nine months. If the credit agreement amendment is not entered into by October 12, 2026, the Purchasers may terminate the Purchase Agreement. The Company remains in active discussions with its lenders to reach an agreement on an amendment of the Company’s credit agreement that would satisfy the closing condition for the International Business Transaction. While there can be no assurance that a credit agreement amendment will be obtained, the Company’s Board of Directors believes that extending the maturity date and completing the International Business Transaction would be in the best interests of the Company and its stakeholders. Subject to the satisfaction of the closing conditions, the International Business Transaction is currently expected to close in the Company’s fiscal second quarter ending December 31, 2026. Basis of Presentation The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Investments in affiliated companies in which the Company exerts significant influence, but which it does not control, are accounted for under the equity method of accounting. As such, consolidated net loss includes the Company’s equity in the current earnings or losses of such companies. Unless otherwise indicated, references in these consolidated financial statements to 2026 and 2025 or “fiscal” 2026 and 2025 or other years refer to the fiscal year ended June 30 of that respective year and references to 2026 or “fiscal” 2026 refer to the fiscal year ending June 30, 2026. All dollar amounts in the consolidated financial statements, notes and tables have been rounded to the nearest thousands, except par values and per share amounts, unless otherwise indicated. Going Concern and Management’s Plan As of June 30, 2026, the Company had $557,950 of debt obligations under its Credit Agreement (as defined in Note 11, Debt and Borrowings) maturing on December 22, 2026, consisting of $411,000 of loans outstanding under the Revolver and $146,950 of Term Loans (each as defined in Note 11, Debt and Borrowings). As of June 30, 2026, the Company had cash of $58,078. See Note 11, Debt and Borrowings. The pending International Business Transaction, if completed, would generate aggregate net cash proceeds of approximately $305,000 to $310,000, which would still leave the Company with significant outstanding debt obligations after using such proceeds to pay down the aggregate principal amount of the Credit Agreement. As previously disclosed, Company management has been in active engagement with the Company’s lenders and other third parties to assess opportunities to refinance the Company’s debt, extend the maturity under the Credit Agreement and evaluate potential capital raising or other strategic transactions. As of the date of the issuance of these financial statements, the Company continues to engage in such discussions, but there can be no assurance that the Company will be able to extend the maturity of the Credit Agreement or complete a refinancing on terms acceptable to the Company, or at all. The Company and the Board of Directors remain focused on continuing the Company’s strategic review and taking decisive actions to address the upcoming debt maturity under the Credit Agreement. The Company will continue to focus on simplifying the organization and executing a plan to align its cost structure with the scale of the future North American business following the pending International Business Transaction. The Company has developed detailed cost reduction plans and intends to move with urgency to deliver these actions while continuing to explore any and all opportunities to maximize the value of its enterprise for the benefit of all stakeholders. Under Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements - Going Concern, there is substantial doubt about the Company’s ability to continue as a going concern for at least one year following the date of issuance of these financial statements due to the uncertainty regarding the Company’s ability to refinance or repay its debt due on December 22, 2026 because no such refinancing, retirement or extension has occurred prior to the issuance of the financial statements. Any failure to repay in full the Credit Agreement at or prior to maturity could have a material adverse effect on the Company’s business and financial condition, including being forced to seek relief under federal bankruptcy laws or to pursue a restructuring, wind-down, or liquidation, and holders of the Company’s common stock could experience a significant or complete loss of their investment. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and no adjustments have been made to the financial statements to reflect the possibility of the Company’s inability to meet its debt obligations or continue as a going concern. Reclassification Certain prior year amounts within the income tax footnote disclosures have been reclassified for consistency with the current year presentation. There were no reclassifications made to the consolidated balance sheets, consolidated statement of operations, consolidated statements of changes in stockholders’ equity or consolidated statements of cash flows. Use of Estimates The financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accounting principles used required the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and amounts of income and expenses during the reporting periods presented. Actual results could differ from those estimates. These estimates include, among others, variable consideration related to revenue recognition for trade promotions and sales incentives, allowances for credit losses and returns, valuation of long-lived assets, goodwill and intangible assets (acquired in business combinations and analysis of impairment), stock-based compensation for market awards, and valuation allowances for deferred tax assets.

The Hain Celestial Group, Inc., a Delaware corporation (collectively with its subsidiaries, the “Company,” or “Hain Celestial,” “we,” “us” or “our”) was founded in 1993. Hain Celestial is a leading global health and wellness company whose purpose is to inspire healthier living for people, communities and the planet through better-for-you brands. For more than 30 years, Hain Celestial has intentionally focused on delivering nutrition and well-being that positively impacts today and tomorrow. Headquartered in Hoboken, N.J., Hain Celestial’s products across beverages, yogurt, baby/kids and meal preparation are marketed and sold around the world. The Company operates under two reportable segments: North America and International.

The Company’s leading brands include Celestial Seasonings® teas, The Greek Gods® yogurt, Earth’s Best® Organic and Ella’s Kitchen® baby and kids foods, Joya® and Natumi® plant-based beverages, Hartley’s® jelly, as well as Cully & Sully®, Yorkshire Provender®, and New Covent Garden® soups, among others.

During the fourth quarter of fiscal year 2025, we announced that our Board of Directors was conducting a comprehensive review of the Company’s portfolio with the assistance of our independent financial advisor.

As part of this review, on February 27, 2026, the Company completed the sale (the “North American Snacks Transaction”) of its North American Snacks business, including Garden Veggie Snacks™, Terra® chips and Garden of Eatin’® snacks as well as certain private label products (the “North American Snacks Business”) and received $111,200 in cash, reflecting the total purchase price of $115,000 less the holdback of an estimate for a customary inventory adjustment, which was finalized following the closing. The Company used the net proceeds of $101,100 from the North American Snacks Transaction to reduce the Company’s indebtedness.

As an additional step in the strategic review, on September 12, 2026, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with entities (the “Purchasers”) affiliated with global private equity firm AURELIUS pursuant to which, subject to the terms and conditions set forth therein, the Purchasers have agreed to acquire from the Company (the “International Business Transaction”) the entities that operate Hain Celestial’s International business in the United Kingdom, Ireland and Europe, including Ella’s Kitchen® baby and kids foods, Joya® and Natumi® plant-based beverages, Hartley’s® jelly, as well as Cully & Sully®, Yorkshire Provender®, and New Covent Garden® soups (collectively, the “International Business”).

The gross sale price for the International Business Transaction is £233,000, plus an additional locked box ticker amount expected to be approximately £5,500 (depending on the date on which closing occurs) to compensate the Company for profits of the International Business during a specified period, for an estimated aggregate gross sale price of £238,500, or approximately $323,200. The aggregate net cash proceeds to be realized, after transaction expenses and taxes and including cash to be distributed from the International Business prior to closing, are expected to be between £225,100 and £228,800, or between approximately $305,000 and $310,000. Upon closing of the International Business Transaction, the Company would use the net proceeds to reduce the Company’s indebtedness. The foregoing U.S. Dollar figures are based on current foreign exchange rates and are subject to change based on foreign exchange rates in effect at the time the International Business Transaction closes.

Consummation of the International Business Transaction is subject to the following closing conditions: (1) customary regulatory consents, approvals or non-objections from regulatory authorities in the United Kingdom, Austria, Ireland, Germany and Belgium, and (2) by October 12, 2026, the Company and its lenders entering into an amendment of the Company’s credit agreement, which currently has a maturity date of December 22, 2026, to extend such maturity date by not less than nine months. If the credit agreement amendment is not entered into by October 12, 2026, the Purchasers may terminate the Purchase Agreement.

The Company remains in active discussions with its lenders to reach an agreement on an amendment of the Company’s credit agreement that would satisfy the closing condition for the International Business Transaction. While there can be no assurance that a credit agreement amendment will be obtained, the Company’s Board of Directors believes that extending the maturity date and completing the International Business Transaction would be in the best interests of the Company and its stakeholders.

Subject to the satisfaction of the closing conditions, the International Business Transaction is currently expected to close in the Company’s fiscal second quarter ending December 31, 2026.

Basis of Presentation

The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Investments in affiliated companies in which the Company exerts significant influence, but which it does not control, are accounted for under the equity method of accounting. As such, consolidated net loss includes the Company’s equity in the current earnings or losses of such companies.

Unless otherwise indicated, references in these consolidated financial statements to 2026 and 2025 or “fiscal” 2026 and 2025 or other years refer to the fiscal year ended June 30 of that respective year and references to 2026 or “fiscal” 2026 refer to the fiscal year ending June 30, 2026.

All dollar amounts in the consolidated financial statements, notes and tables have been rounded to the nearest thousands, except par values and per share amounts, unless otherwise indicated.

Going Concern and Management’s Plan

As of June 30, 2026, the Company had $557,950 of debt obligations under its Credit Agreement (as defined in Note 11, Debt and Borrowings) maturing on December 22, 2026, consisting of $411,000 of loans outstanding under the Revolver and $146,950 of Term Loans (each as defined in Note 11, Debt and Borrowings). As of June 30, 2026, the Company had cash of $58,078. See Note 11, Debt and Borrowings.

The pending International Business Transaction, if completed, would generate aggregate net cash proceeds of approximately $305,000 to $310,000, which would still leave the Company with significant outstanding debt obligations after using such proceeds to pay down the aggregate principal amount of the Credit Agreement. As previously disclosed, Company management has been in active engagement with the Company’s lenders and other third parties to assess opportunities to refinance the Company’s debt, extend the maturity under the Credit Agreement and evaluate potential capital raising or other strategic transactions. As of the date of the issuance of these financial statements, the Company continues to engage in such discussions, but there can be no assurance that the Company will be able to extend the maturity of the Credit Agreement or complete a refinancing on terms acceptable to the Company, or at all.

The Company and the Board of Directors remain focused on continuing the Company’s strategic review and taking decisive actions to address the upcoming debt maturity under the Credit Agreement. The Company will continue to focus on simplifying the organization and executing a plan to align its cost structure with the scale of the future North American business following the pending International Business Transaction. The Company has developed detailed cost reduction plans and intends to move with urgency to deliver these actions while continuing to explore any and all opportunities to maximize the value of its enterprise for the benefit of all stakeholders.

Under Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements - Going Concern, there is substantial doubt about the Company’s ability to continue as a going concern for at least one year following the date of issuance of these financial statements due to the uncertainty regarding the Company’s ability to refinance or repay its debt due on December 22, 2026 because no such refinancing, retirement or extension has occurred prior to the issuance of the financial statements. Any failure to repay in full the Credit Agreement at or prior to maturity could have a material adverse effect on the Company’s business and financial condition, including being forced to seek relief under federal bankruptcy laws or to pursue a restructuring, wind-down, or liquidation, and holders of the Company’s common stock could experience a significant or complete loss of their investment.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and no adjustments have been made to the financial statements to reflect the possibility of the Company’s inability to meet its debt obligations or continue as a going concern.

Use of Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accounting principles used required the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and amounts of income and expenses during the reporting periods presented. Actual results could differ from those estimates. These estimates include, among others, variable consideration related to revenue recognition for trade promotions and sales incentives, allowances for credit losses and returns, valuation of long-lived assets, goodwill and intangible assets (acquired in business combinations and analysis of impairment), stock-based compensation for market awards, and valuation allowances for deferred tax assets.