Filing Analysis
The Hain Celestial Group, Inc. furnished its financial results for the third fiscal quarter ended March 31, 2026. The filing serves as a routine disclosure of quarterly operational performance via a press release.
📋 Key Facts
- Financial results pertain to the third quarter ended March 31, 2026.
- The report was filed under Item 2.02 (Results of Operations and Financial Condition).
- The press release was furnished as Exhibit 99.1.
- The filing was signed by Lee A. Boyce, Executive Vice President and Chief Financial Officer.
The Hain Celestial Group has implemented a $5 million 2026 Retention Plan to ensure executive and key employee stability during its ongoing strategic review process. The bonuses are scheduled to vest by December 31, 2026, or upon the occurrence of specific milestone events or corporate transactions.
🚩 Red Flags
- The strategic review process has been ongoing for nearly a year (since May 2025), which may suggest difficulty in securing a buyer or executing a definitive strategic pivot.
- The $5,000,000 cash commitment represents a significant non-operational expense for a company undergoing a strategic review.
📋 Key Facts
- The 2026 Retention Plan was approved and adopted on April 17, 2026.
- The aggregate amount of retention bonuses under the Plan is capped at $5,000,000.
- The strategic review process, which the Plan supports, was initially announced on May 7, 2025.
- Bonuses vest on the earlier of December 31, 2026, or the occurrence of milestone events or transactions.
- Participants terminated without 'Cause' receive immediate full vesting of their retention bonus, subject to a release of claims.
The Hain Celestial Group, Inc. received a deficiency notice from Nasdaq on March 24, 2026, because its common stock failed to maintain a minimum bid price of $1.00 for 30 consecutive business days. The company has 180 days, until September 21, 2026, to regain compliance or face potential delisting.
🚩 Red Flags
- Non-compliance with Nasdaq minimum bid price requirements.
- Explicit mention of a potential reverse stock split to cure the deficiency.
- Stock price has sustained a significant decline (below $1.00 for over a month).
📋 Key Facts
- Received Nasdaq deficiency notice on March 24, 2026, regarding Listing Rule 5450(a)(1).
- Stock price closed below $1.00 for 30 consecutive business days.
- Initial compliance deadline is September 21, 2026.
- To regain compliance, the stock must close at $1.00 or higher for at least 10 consecutive business days.
- The company explicitly mentioned a potential reverse stock split to be proposed at the 2026 annual meeting if compliance is not met.
The Hain Celestial Group completed the sale of its North American Snacks business to Snackruptors Inc. for a total purchase price of $115.0 million. The transaction includes major brands such as Garden Veggie Snacks, Terra chips, and Garden of Eatin' snacks.
📋 Key Facts
- Transaction closed on February 27, 2026.
- Hain received $111.2 million in cash at closing.
- Total purchase price is $115.0 million, with a $3.8 million holdback for customary inventory adjustments.
- Divested assets include Garden Veggie Snacks™, Terra® chips, Garden of Eatin’® snacks, and certain private label products.
- The company provided unaudited pro forma financial statements giving effect to the transaction as of December 31, 2025.
The Hain Celestial Group, Inc. filed an 8-K to announce its financial results for the second quarter ended December 31, 2025.
📋 Key Facts
- Report date: February 9, 2026
- Reporting period: Second quarter ended December 31, 2025
- The filing includes a press release as Exhibit 99.1 regarding financial results.
The Hain Celestial Group, Inc. has entered into an agreement to sell its North American Snacks business to Snackruptors Inc. for $115 million in cash. The proceeds from this transaction are intended to be used by the company to pay down existing debt.
🚩 Red Flags
- Divestiture of a major business segment (North American Snacks) to pay down debt may indicate a need for balance sheet deleveraging.
📋 Key Facts
- Transaction value: $115 million in cash, subject to customary inventory adjustments.
- Assets being sold: North American Snacks business, including Garden Veggie Snacks™, Terra® chips, and Garden of Eatin’® snacks, plus certain private label products.
- Buyer: Snackruptors Inc., a Canadian-based, family-owned snacks manufacturer.
- Use of proceeds: To pay down company debt.
- Expected closing date: February 2026.
- Agreement includes a Transition Services Agreement (TSA) between Hain and Snackruptors.
The Hain Celestial Group, Inc. announced that Alison E. Lewis has transitioned from her role as Interim President and CEO to the permanent position of President and Chief Executive Officer, effective December 15, 2025.
🚩 Red Flags
- Significant severance/change in control obligations (2x salary + bonus) create potential liability in M&A scenarios.
📋 Key Facts
- Alison E. Lewis appointed as permanent President and CEO effective Dec 15, 2025.
- Annual base salary set at $850,000.
- Target annual incentive is 100% of base salary (max 150%).
- LTIP includes 1,500,000 Performance Share Units (PSUs) tied to stock price targets ($3.00, $5.00, $7.00, and $9.00) and 650,000 Restricted Share Units (RSUs).
- Change in Control (CIC) Agreement provides severance equal to 2x base salary plus target annual incentive if terminated without cause or for good reason during a change in control.
- Unvested portion of previous Interim RSU Award will be forfeited upon transition.
The Hain Celestial Group, Inc. filed an 8-K to announce its financial results for the first quarter ended September 30, 2025. The filing serves as a formal notification that a press release containing these results was issued on November 7, 2025.
📋 Key Facts
- Report date: November 7, 2025
- Reporting period: First quarter ended September 30, 2025
- The filing includes Exhibit 99.1 (Press Release) containing the financial results.
- Signed by Lee A. Boyce, Chief Financial Officer.
The Hain Celestial Group, Inc. held its 2025 Annual Meeting of Stockholders on October 30, 2025. The meeting resulted in the election of seven directors and the approval of several shareholder proposals, including an amendment to increase the share pool for the 2022 Long Term Incentive Plan.
🚩 Red Flags
- Significant opposition to the incentive plan amendment (Proposal 4 received ~14.7M 'Against' votes compared to 44.4M 'For').
📋 Key Facts
- Annual Meeting held on October 30, 2025.
- Seven director nominees were elected to serve until the next annual meeting.
- Shareholders approved an amendment to the 2022 Long Term Incentive and Stock Award Plan to increase available shares from 12,950,000 to 15,950,000.
- Advisory vote on named executive officer compensation was approved.
- Ratification of Ernst & Young LLP as independent accountants for fiscal year ending June 30, 2026, was approved.
The Hain Celestial Group, Inc. has filed an 8-K to furnish its financial results for the fourth quarter and fiscal year ended June 30, 2025.
📋 Key Facts
- Report date: September 15, 2025
- Reporting period: Fourth quarter and fiscal year ended June 30, 2025
- The filing includes a press release (Exhibit 99.1) containing the financial results.
The Hain Celestial Group announced the departure of its President and CEO, Wendy P. Davidson, effective May 6, 2025. The Board has appointed current director Alison E. Lewis as Interim President and CEO while conducting an external search for a permanent successor.
🚩 Red Flags
- Sudden leadership transition (CEO/President) often introduces operational uncertainty.
- The CEO's departure is categorized as 'termination without cause,' which can sometimes signal friction with the Board, though it triggers severance obligations.
📋 Key Facts
- Wendy P. Davidson departed as President, CEO, and Board member effective end of day May 6, 2025.
- Alison E. Lewis appointed Interim President and CEO effective May 7, 2025.
- Ms. Lewis's interim compensation includes a $100,000 monthly base salary and a $900,000 RSU grant vesting on the one-year anniversary.
- The company will enter into a confidentiality and non-interference agreement with Ms. Lewis.
- Ms. Davidson's departure is expected to be treated as a termination without cause under her November 2022 offer letter.
The Hain Celestial Group, Inc. filed an 8-K to announce its second quarter financial results for the period ended December 31, 2024.
📋 Key Facts
- Report date: February 10, 2025
- Reporting period: Second quarter ended December 31, 2024
- The filing is primarily a placeholder to furnish the earnings press release (Exhibit 99.1)
The Hain Celestial Group, Inc. filed an 8-K to announce its financial results for the first quarter ended September 30, 2024. The filing serves as a formal notice that a press release containing these results was issued on November 7, 2024.
📋 Key Facts
- Reporting period: First quarter ended September 30, 2024.
- Filing date: November 7, 2024.
- The filing includes a press release (Exhibit 99.1) detailing financial results.
- Information is furnished under Item 2.02 and not 'filed' for purposes of Section 18 liability.
The Hain Celestial Group, Inc. held its 2024 Annual Meeting of Shareholders on October 31, 2024. Shareholders approved the election of eight directors, advisory compensation for named executive officers, the appointment of Ernst & Young LLP as independent accountants, and an amendment to the 2022 Long Term Incentive and Stock Award Plan.
📋 Key Facts
- Annual Meeting held on October 31, 2024.
- Eight director nominees were successfully elected to the Board of Directors.
- Shareholders approved a proposal to increase available shares under the 2022 Long Term Incentive and Stock Award Plan from 9,200,000 to 12,950,000.
- Ernst & Young LLP was ratified as independent accountants for the fiscal year ending June 30, 2025.
- Named executive officer compensation (Say-on-Pay) was approved on an advisory basis.
The Hain Celestial Group, Inc. filed an 8-K to announce its financial results for the fourth quarter and fiscal year ended June 30, 2024.
📋 Key Facts
- Report date: August 27, 2024
- Reporting period: Fourth quarter and fiscal year ended June 30, 2024
- The filing is an announcement of results via press release (Exhibit 99.1)
- Information furnished under Item 2.02 is not considered 'filed' for purposes of Section 18 liability.
The Hain Celestial Group, Inc. announced the appointment of Alison E. Lewis to its Board of Directors, effective September 1, 2024. Ms. Lewis will also serve on the Compensation and Talent Management Committee and the Audit Committee.
📋 Key Facts
- Alison E. Lewis appointed as a new director, effective September 1, 2024.
- Ms. Lewis to serve on the Compensation and Talent Management Committee and Audit Committee.
- Ms. Lewis previously served as Chief Growth Officer at Kimberly-Clark Corporation (2019–May 2024).
- Previous leadership roles include CMO at Johnson & Johnson Consumer Health and SVP/CMO North America at The Coca-Cola Company.
- The Board has determined Ms. Lewis is 'independent' per Nasdaq and SEC rules.
The Hain Celestial Group, Inc. filed an 8-K to announce its financial results for the third quarter ended March 31, 2024. The filing serves as a formal notification that a press release containing these results was issued on May 8, 2024.
📋 Key Facts
- Reporting period: Third Quarter ended March 31, 2024.
- Filing date: May 8, 2024.
- The filing includes a press release as Exhibit 99.1 regarding financial results.
The Hain Celestial Group, Inc. announced the appointment of Chad D. Marquardt as President, North America, effective March 25, 2024. Mr. Marquardt will oversee all aspects of the company's North American operations.
📋 Key Facts
- Appointment of Chad D. Marquardt as President, North America.
- Effective date of appointment: March 25, 2024.
- Mr. Marquardt previously served as Chief Customer Officer – Americas at Glanbia Performance Nutrition.
- Professional background includes leadership roles at Reckitt Benckiser, Mead Johnson Nutrition, and Unilever.
The Hain Celestial Group, Inc. filed an 8-K to announce its financial results for the second quarter ended December 31, 2023.
📋 Key Facts
- Report date: February 7, 2024
- Reporting period: Second quarter ended December 31, 2023
- The filing includes a press release (Exhibit 99.1) detailing results of operations and financial condition.
- Signed by Lee A. Boyce, Executive Vice President and Chief Financial Officer.