HAIN / The Hain Celestial Group, Inc. - Zgłoszenia SEC, Raport roczny, o pełnomocnictwie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2026 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0-228

Hain Celestial Reports Fiscal Third Quarter 2026 Financial Results Generated $38 million in cash from operations and reduced total debt by $155 million in 3Q

Exhibit 99.1 Hain Celestial Reports Fiscal Third Quarter 2026 Financial Results Generated $38 million in cash from operations and reduced total debt by $155 million in 3Q HOBOKEN, N.J., May 11, 2026 — The Hain Celestial Group, Inc. (Nasdaq: HAIN), a leading global health and wellness company whose purpose is to inspire healthier living through better-for-you brands, today reported financial result

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2026 THE HAIN CELESTIAL GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-22818 22-3240619 (State or Other Jurisdiction of Incorporation) (Commissi

ANNEX A

EXHIBIT 10.1 THE HAIN CELESTIAL GROUP, INC. 2026 RETENTION PLAN 1. Purpose. The Hain Celestial Group, Inc., a Delaware corporation (the “Company”), considers it essential to the best interests of its stockholders to induce certain of its executive officers and other key employees to continue their employment with the Company or one of its Affiliates during the pendency of its strategic review proc

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed on May 7, 2025, The Hain Celestial Group, Inc. (the “Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2026 THE HAIN CELESTIAL GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-22818 22-3240619 (State or Other Jurisdiction of Incorporation) (Commis

FORM 8-K Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2026 THE HAIN CELESTIAL GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-22818 22-3240619 (State or Other Jurisdiction of Incorporation) (Commis

FORM 8-K Item 2.01 Completion of Acquisition or Disposition of Assets. On March 2, 2026, Hain issued a press release announcing the completion of the Transaction. A copy of the press release is attached hereto as Exhibit 99.1. The information conta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2026 THE HAIN CELESTIAL GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-22818 22-3240619 (State or Other Jurisdiction of Incorporation) (Com

HAIN CELESTIAL COMPLETES SALE OF NORTH AMERICAN SNACKS BUSINESS Transaction sharpens focus on higher-margin core categories.

Exhibit 99.1 HAIN CELESTIAL COMPLETES SALE OF NORTH AMERICAN SNACKS BUSINESS Transaction sharpens focus on higher-margin core categories. HOBOKEN, N.J., March 2, 2026 /GlobeNewswire/ - Hain Celestial Group (Nasdaq: HAIN), a leading global health and wellness company whose purpose is to inspire healthier living through better-for-you brands, today announced that it has completed the previously anno

Unaudited Pro Forma Consolidated Financial Information

Exhibit 99.2 Unaudited Pro Forma Consolidated Financial Information On February 2, 2026, The Hain Celestial Group, Inc. (“Hain”) announced that it had entered into an asset purchase agreement with Snackruptors Inc. (“Snackruptors”) dated as of January 30, 2026 (the “Purchase Agreement”) pursuant to which Snackruptors agreed to acquire from Hain its North American Snacks business, including Garden

The Hain Celestial Group, Inc. Unlevered Free Cash Flow Performance Share Unit Agreement

Exhibit 10.5 The Hain Celestial Group, Inc. Unlevered Free Cash Flow Performance Share Unit Agreement This Unlevered Free Cash Flow Performance Share Unit Agreement (this “Agreement”) is dated as of [] (the “Grant Date”) and sets forth the terms of an award of performance share units (“Performance Share Units” or “PSUs”) by The Hain Celestial Group, Inc., a Delaware corporation (the “Company”), to

The Company shall automatically satisfy all federal, state, local and foreign tax (including any social insurance) withholding obligations of the Company (or its Affiliate or Subsidiary) that arise in connection with the vesting and settlement of RSU

Exhibit 10.2 THE HAIN CELESTIAL GROUP, INC. NOTICE OF GRANT OF RESTRICTED SHARE UNITS The Participant has been granted an award (the “Award”) pursuant to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan, as amended (the “Plan”) consisting of one or more rights (each such right being hereafter referred to as a “Restricted Share Unit” or “RSU”) to receive in settlement of

Hain Celestial Reports Fiscal Second Quarter 2026 Financial Results Net cash provided by operations in the quarter +20% year-over-year, demonstrating strong cash delivery

Exhibit 99.1 Hain Celestial Reports Fiscal Second Quarter 2026 Financial Results Net cash provided by operations in the quarter +20% year-over-year, demonstrating strong cash delivery HOBOKEN, N.J., February 9, 2026 — The Hain Celestial Group, Inc. (Nasdaq: HAIN), a leading global health and wellness company whose purpose is to inspire healthier living through better-for-you brands, today reported

The Hain Celestial Group, Inc. Performance Share Unit Agreement

Exhibit 10.8 The Hain Celestial Group, Inc. Performance Share Unit Agreement This Performance Share Unit Agreement (this “Agreement”) is dated as of December 15, 2025 (the “Grant Date”) and sets forth the terms of an award of performance share units (“Performance Share Units” or “PSUs”) by The Hain Celestial Group, Inc., a Delaware corporation (the “Company”), to Alison E. Lewis (the “Participant”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2025 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0-

The Participant acknowledges and agrees that the Participant shall be exclusively liable and solely responsible for the payment of all income taxes that may be payable by the Participant as a result of the receipt of the Shares and any other payments

Exhibit 10.6 THE HAIN CELESTIAL GROUP, INC. NOTICE OF GRANT OF RESTRICTED SHARE UNITS The Participant has been granted an award (the “Award”) pursuant to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan, as amended (the “Plan”) consisting of one or more rights (each such right being hereafter referred to as a “Restricted Share Unit” or “RSU”) to receive in settlement of

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2026 THE HAIN CELESTIAL GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-22818 22-3240619 (State or Other Jurisdiction of Incorporation) (Comm

The Hain Celestial Group, Inc. Relative TSR Performance Share Unit Agreement

Exhibit 10.3 The Hain Celestial Group, Inc. Relative TSR Performance Share Unit Agreement This Relative TSR Performance Share Unit Agreement (this “Agreement”) is dated as of [] (the “Grant Date”) and sets forth the terms of an award of performance share units (“Performance Share Units” or “PSUs”) by The Hain Celestial Group, Inc., a Delaware corporation (the “Company”), to [] (the “Participant”).

The Hain Celestial Group, Inc. Adjusted EBITDA Margin Performance Share Unit Agreement

Exhibit 10.4 The Hain Celestial Group, Inc. Adjusted EBITDA Margin Performance Share Unit Agreement This Adjusted EBITDA Margin Performance Share Unit Agreement (this “Agreement”) is dated as of [] (the “Grant Date”) and sets forth the terms of an award of performance share units (“Performance Share Units” or “PSUs”) by The Hain Celestial Group, Inc., a Delaware corporation (the “Company”), to []

The Company shall automatically satisfy all federal, state, local and foreign tax (including any social insurance) withholding obligations of the Company (or its Affiliate or Subsidiary) that arise in connection with the vesting and settlement of RSU

Exhibit 10.7 THE HAIN CELESTIAL GROUP, INC. NOTICE OF GRANT OF RESTRICTED SHARE UNITS The Participant has been granted an award (the “Award”) pursuant to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan, as amended (the “Plan”) consisting of one or more rights (each such right being hereafter referred to as a “Restricted Share Unit” or “RSU”) to receive in settlement of

FORM 8-K Item 1.01 Entry into a Material Definitive Agreement. Item 7.01 Regulation FD Disclosure. On February 2, 2026, Hain issued a press release announcing its entry into the Purchase Agreement. A copy of the press release is being furnished as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2026 THE HAIN CELESTIAL GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-22818 22-3240619 (State or Other Jurisdiction of Incorporation) (Comm

HAIN CELESTIAL TO SHARPEN STRATEGIC FOCUS; ENTERS INTO AGREEMENT TO SELL NORTH AMERICA SNACKS BUSINESS Transaction to strengthen Hain’s financial position and support long-term growth potential for go-forward business

Exhibit 99.1 HAIN CELESTIAL TO SHARPEN STRATEGIC FOCUS; ENTERS INTO AGREEMENT TO SELL NORTH AMERICA SNACKS BUSINESS Transaction to strengthen Hain’s financial position and support long-term growth potential for go-forward business HOBOKEN, N.J., Feb. 2, 2026 /GlobeNewswire/ - Hain Celestial Group (Nasdaq: HAIN), a leading global health and wellness company whose purpose is to inspire healthier liv

ARTICLE I Purchase and Sale ARTICLE II Closing and Post-Closing Purchase Price Adjustment ARTICLE III Representations and Warranties of Seller ARTICLE IV Representations and Warranties of Purchaser ARTICLE V Covenants ARTICLE VI Employment Matters AR

Exhibit 2.1 Execution Version CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS OF THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. [Redacted] INDICATES THAT INFORMATION HAS BEEN REDACTED. ASSET PURCHASE AGREEMENT by and among THE HAIN CELESTIAL GROUP, INC., and SNACKRUPTORS INC. Dated as of January 30, 2026 TABLE OF CONTENTS Page ARTI

2

EXHIBIT 10.1 December 12, 2025 Dear Alison: We are pleased to offer employment to you as President and Chief Executive Officer of The Hain Celestial Group, Inc. (“Hain Celestial” or the “Company”). Your employment will transition from Interim President and Chief Executive Officer to President and Chief Executive Officer effective December 15, 2025 (the “Start Date”), subject to your acceptance of

CHANGE IN CONTROL AGREEMENT

EXHIBIT 10.2 CHANGE IN CONTROL AGREEMENT This CHANGE IN CONTROL AGREEMENT, dated as of December 12, 2025 (this “Agreement”), is made by and between The Hain Celestial Group, Inc., a Delaware corporation (the “Company”), and Alison E. Lewis (the “Executive”). This Agreement will become effective upon the Start Date (as defined in the offer letter between the Company and the Executive, dated as of D

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2025 THE HAIN CELESTIAL GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-22818 22-3240619 (State or Other Jurisdiction of Incorporation) (Com

Hain Celestial Appoints Alison E. Lewis President and Chief Executive Officer

EXHIBIT 99.1 Hain Celestial Appoints Alison E. Lewis President and Chief Executive Officer HOBOKEN, N.J., December 15, 2025 – The Hain Celestial Group, Inc. (“Hain Celestial” or the “Company”) (Nasdaq: HAIN), today announced that Alison E. Lewis has been appointed President and Chief Executive Officer, effective immediately. Ms. Lewis had been serving as Hain Celestial’s Interim President and Chie

As filed with the United States Securities and Exchange Commission on November 7, 2025

As filed with the United States Securities and Exchange Commission on November 7, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2025 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0

Hain Celestial Reports Fiscal First Quarter 2026 Financial Results

Exhibit 99.1 Hain Celestial Reports Fiscal First Quarter 2026 Financial Results HOBOKEN, N.J., November 7, 2025 — The Hain Celestial Group, Inc. (Nasdaq: HAIN), a leading global health and wellness company whose purpose is to inspire healthier living through better-for-you brands, today reported financial results for its fiscal first quarter ended September 30, 2025. "First quarter results met our

Calculation of Filing Fee Tables Form S-8 (Form Type) The Hain Celestial Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) The Hain Celestial Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock,

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2025 THE HAIN CELESTIAL GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-22818 22-3240619 (State or Other Jurisdiction of Incorporation) (Comm

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 30, 2025, The Hain Celestial Group, Inc. (the “Company”) held its 2025 An

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2025 THE HAIN CELESTIAL GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-22818 22-3240619 (State or Other Jurisdiction of Incorporation) (Comm

SECOND AMENDMENT TO THE HAIN CELESTIAL GROUP, INC. 2022 LONG TERM INCENTIVE AND STOCK AWARD PLAN

Exhibit 10.1 SECOND AMENDMENT TO THE HAIN CELESTIAL GROUP, INC. 2022 LONG TERM INCENTIVE AND STOCK AWARD PLAN The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (the “2022 Plan”) is hereby amended in the manner set forth below, such amendment to be effective as of the effective time of approval of this Second Amendment to the 2022 Plan (the “Amendment”) by the stockholder

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

The Company shall automatically satisfy all federal, state, local and foreign tax (including any social insurance) withholding obligations of the Company (or its Affiliate or Subsidiary) that arise in connection with the vesting and settlement of RSU

Exhibit 10.2.15 THE HAIN CELESTIAL GROUP, INC. NOTICE OF GRANT OF RESTRICTED SHARE UNITS The Participant has been granted an award (the “Award”) pursuant to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan, as amended (the “Plan”) consisting of one or more rights (each such right being hereafter referred to as a “Restricted Share Unit” or “RSU”) to receive in settlement

The Hain Celestial Group, Inc. Waterfront Corporate Center | 221 River Street Hoboken, NJ 07030 | phone: +1 (516) 587-5000 | www.hain.com

Exhibit 10.8 The Hain Celestial Group, Inc. Waterfront Corporate Center | 221 River Street Hoboken, NJ 07030 | phone: +1 (516) 587-5000 | www.hain.com March 15, 2024 Personal & Confidential Chad Marquardt Dear Chad, We are pleased to offer employment to you as President, North America of The Hain Celestial Group, Inc. (“Hain Celestial” or the “Company”), reporting to the Company’s Chief Executive

“Third Amendment Effective Date” means May 5, 2025. (iii) If, within five (5) Business Days following any Disposition of property by any Loan Party permitted by Section 7.05(f), Consolidated Leverage Ratio, after giving pro forma effect to such Dispo

EXHIBIT 10.1 EXECUTION VERSION THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of May 5, 2025 (this “Amendment”), is by and among THE HAIN CELESTIAL GROUP, INC., a Delaware corporation (the “Company”), each Lender party hereto and BANK OF AMERICA, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the mean

Effective as of the Fourth Amendment Effective Date (as defined below), the Credit Agreement is hereby amended (a) to delete the stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) and (b)

EXHIBIT 10.1.5 Execution Copy FOURTH AMENDMENT TO CREDIT AGREEMENT This FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of September 11, 2025 (this “Amendment”), is by and among THE HAIN CELESTIAL GROUP, INC., a Delaware corporation (the “Company”), each Lender party hereto and BANK OF AMERICA, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have

Employee agrees that Employee would not be entitled to the consideration and benefits set forth in Section 2, Section 3 and Section 4 hereof absent Employee’s execution and fulfillment of this Agreement. As a consequence of execution of this Agreemen

EXHIBIT 10.9 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”) is made and entered into this 1st day of August, 2025 by and between The Hain Celestial Group, Inc. (“Hain” or the “Company”) and Chad Marquardt (“Employee”). WHEREAS, Hain and Employee are parties to an Offer Letter, dated March 15, 2024 (the “Offer Letter”); and WHEREAS, Hain an

The Hain Celestial Group, Inc. 221 River Street, 12th Floor, Hoboken, NJ 07030 | phone: +1 (516) 587-5000 | www.hain.com

EXHIBIT 10.5 The Hain Celestial Group, Inc. 221 River Street, 12th Floor, Hoboken, NJ 07030 | phone: +1 (516) 587-5000 | www.hain.com May 8, 2025 Alison E. Lewis Dear Alison: We are pleased to offer employment to you as Interim President and Chief Executive Officer of The Hain Celestial Group, Inc. (“Hain Celestial” or the “Company”). 1. Term of Employment. As we have discussed, your employment wi

Employee agrees that Employee would not be entitled to the consideration and benefits set forth in Sections 2 and 3 hereof absent Employee’s execution and fulfillment of this Agreement. As a consequence of execution of this Agreement, and except as d

EXHIBIT 10.6.2 EXECUTION VERSION SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”) is made and entered into this 21st day of May 2025 by and between The Hain Celestial Group, Inc. (“Hain” or the “Company”) and Wendy P. Davidson (“Employee”). WHEREAS, Hain and Employee are parties to an Offer Letter, dated as of November 22, 2022 (the “Offer L

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Jurisdiction of Organization Acirca, Inc. Delaware AMI HLDGS, Inc. Delaware AMI Operating, Inc. Texas Celestial Seasonings, Inc. Delaware Charter Baking Company, Inc. Delaware Cully & Sully Limited Ireland Daily Bread Ltd. United Kingdom Dana Alexander, Inc. New York Daniels Chilled Foods Limited United Kingdom De Boles Nutritional Foods, Inc.

Hain Celestial Reports Fiscal Fourth Quarter and Fiscal Year 2025 Financial Results

Exhibit 99.1 Hain Celestial Reports Fiscal Fourth Quarter and Fiscal Year 2025 Financial Results HOBOKEN, N.J., September 15, 2025 — The Hain Celestial Group, Inc. (Nasdaq: HAIN), a leading global health and wellness company whose purpose is to inspire healthier living through better-for-you brands, today reported financial results for its fiscal fourth quarter and fiscal year ended June 30, 2025.

The Hain Celestial Group, Inc. Insider Trading Policy

EXHIBIT 19.1 The Hain Celestial Group, Inc. Insider Trading Policy This Insider Trading Policy (the “Policy”) of The Hain Celestial Group, Inc. (together with its subsidiaries, “Hain Celestial” or the “Company”) was amended and restated by the Board of Directors of the Company effective September 3, 2025. 1. Purpose. Strict laws and regulations in the United States and other countries prohibit the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended June 30, 2025 or ☐ Transition Report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the transition period from to . Commission File No. 0-22818 THE

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2025 THE HAIN CELESTIAL GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-22818 22-3240619 (State or Other Jurisdiction of Incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0-228

FORM 8-K Item 2.02 Results of Operations and Financial Condition. Item 9.01 Financial Statements and Exhibits.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 03, 2025 THE HAIN CELESTIAL GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-22818 22-3240619 (State or Other Jurisdiction of Incorporation) (Commissi

Hain Celestial Reports Fiscal Third Quarter 2025 Financial Results

Exhibit 99.1 Hain Celestial Reports Fiscal Third Quarter 2025 Financial Results HOBOKEN, N.J., May 7, 2025 — The Hain Celestial Group, Inc. (Nasdaq: HAIN), a leading global health and wellness company whose purpose is to inspire healthier living through better-for-you brands, today reported financial results for its fiscal third quarter ended March 31, 2025. In a separate release today, the Compan

The Hain Celestial Group Announces CEO Transition and Strategic Review of Portfolio Appoints Board Member and Global Consumer Goods Veteran Alison E. Lewis as Interim CEO

Exhibit 99.2 The Hain Celestial Group Announces CEO Transition and Strategic Review of Portfolio Appoints Board Member and Global Consumer Goods Veteran Alison E. Lewis as Interim CEO HOBOKEN, N.J., May 7, 2025 /GlobeNewswire/ - The Hain Celestial Group, Inc. (Nasdaq: HAIN) (“Hain,” or the “Company”), a leading global health and wellness company whose purpose is to inspire healthier living through

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 THE HAIN CELESTIAL GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-22818 22-3240619 (State or Other Jurisdiction of Incorporation) (Com

The Hain Celestial Group, Inc. Amended and Restated By-Laws.

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF THE HAIN CELESTIAL GROUP, INC. (a Delaware corporation) (as amended through February 7, 2025) AMENDED AND RESTATED BY-LAWS OF THE HAIN CELESTIAL GROUP, INC. (A Delaware Corporation) ARTICLE I OFFICES SECTION 1. PRINCIPAL OFFICE. The principal office of The Hain Celestial Group, Inc. (the “Corporation”) shall be located at such location as may be designat

Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan – 2025-2027 LTIP.

Exhibit 10.2 THE HAIN CELESTIAL GROUP, INC. NOTICE OF GRANT OF RESTRICTED SHARE UNITS The Participant has been granted an award (the “Award”) pursuant to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (the “Plan”) consisting of one or more rights (each such right being hereafter referred to as a “Restricted Share Unit” or “RSU”) to receive in settlement of each such r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2024 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0-

Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan – 2025-2027 LTIP (Adjusted EBITDA Margin).

Exhibit 10.4 The Hain Celestial Group, Inc. Adjusted EBITDA Margin Performance Share Unit Agreement This Adjusted EBITDA Margin Performance Share Unit Agreement (this “Agreement”) is dated as of [] (the “Grant Date”) and sets forth the terms of an award of performance share units (“Performance Share Units” or “PSUs”) by The Hain Celestial Group, Inc., a Delaware corporation (the “Company”), to []

Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan – 2025-2027 LTIP (Unlevered Free Cash Flow).

Exhibit 10.5 The Hain Celestial Group, Inc. Unlevered Free Cash Flow Performance Share Unit Agreement This Unlevered Free Cash Flow Performance Share Unit Agreement (this “Agreement”) is dated as of [] (the “Grant Date”) and sets forth the terms of an award of performance share units (“Performance Share Units” or “PSUs”) by The Hain Celestial Group, Inc., a Delaware corporation (the “Company”), to

Hain Celestial Reports Fiscal Second Quarter 2025 Financial Results Strong Operating Cash Flow and Reduction in Debt; Positioned to Pivot to Growth in Back Half Exploring Strategic Options for Personal Care Category

Exhibit 99.1 Hain Celestial Reports Fiscal Second Quarter 2025 Financial Results Strong Operating Cash Flow and Reduction in Debt; Positioned to Pivot to Growth in Back Half Exploring Strategic Options for Personal Care Category HOBOKEN, N.J., February 10, 2025 — Hain Celestial Group (Nasdaq: HAIN), a leading global health and wellness company whose purpose is to inspire healthier living through b

Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan – 2025-2027 LTIP (Relative Total Shareholder Return).

Exhibit 10.3 The Hain Celestial Group, Inc. Relative TSR Performance Share Unit Agreement This Relative TSR Performance Share Unit Agreement (this “Agreement”) is dated as of [] (the “Grant Date”) and sets forth the terms of an award of performance share units (“Performance Share Units” or “PSUs”) by The Hain Celestial Group, Inc., a Delaware corporation (the “Company”), to [] (the “Participant”).

Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan – Non-Employee Director Awards.

Exhibit 10.6 THE HAIN CELESTIAL GROUP, INC. NOTICE OF GRANT OF RESTRICTED SHARE UNITS The Participant has been granted an award (the “Award”) pursuant to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (the “Plan”) consisting of one or more rights (each such right being hereafter referred to as a “Restricted Share Unit” or “RSU”) to receive in settlement of each such r

The Hain Celestial Group, Inc. Amended and Restated By-Laws, marked to show amendments effective February 7, 2025.

Exhibit 3.3 AMENDED AND RESTATED BY-LAWS OF THE HAIN CELESTIAL GROUP, INC. (a Delaware corporation) (as amended through May 8February 7, 20232025) AMENDED AND RESTATED BY-LAWS OF THE HAIN CELESTIAL GROUP, INC. (A Delaware Corporation) ARTICLE I OFFICES SECTION 1. PRINCIPAL OFFICE. The principal office of The Hain Celestial Group, Inc. (the “Corporation”) shall be located at such location as may be

JOINT FILING AGREEMENT

Invesco Joint Filing Agreement JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd.

HAIN / The Hain Celestial Group, Inc. / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hain Celestial Group Inc/The (Name of Issuer) Common Stock (Title of Class of Securities) 405217100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which thi

HAIN / The Hain Celestial Group, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 UnitedStates13GHainCelest.txt 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 14)* (Name of Issuer) Hain Celestial Group Inc/The (Title of Clas

As filed with the United States Securities and Exchange Commission on November 7, 2024

As filed with the United States Securities and Exchange Commission on November 7, 2024 Registration No.

Hain Celestial Reports Fiscal First Quarter 2025 Financial Results Company Positioned for Growth, Reaffirms Fiscal 2025 Guidance

Exhibit 99.1 Hain Celestial Reports Fiscal First Quarter 2025 Financial Results Company Positioned for Growth, Reaffirms Fiscal 2025 Guidance HOBOKEN, N.J., November 7, 2024 — Hain Celestial Group (Nasdaq: HAIN), a leading global health and wellness company whose purpose is to inspire healthier living through better-for-you brands, today reported financial results for its fiscal first quarter ende

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 07, 2024 THE HAIN CELESTIAL GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-22818 22-3240619 (State or Other Jurisdiction of Incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0

Filing fee table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) The Hain Celestial Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock,

First Amendment to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2024).

Exhibit 10.1 FIRST AMENDMENT TO THE HAIN CELESTIAL GROUP, INC. 2022 LONG TERM INCENTIVE AND STOCK AWARD PLAN The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (the “2022 Plan”) is hereby amended in the manner set forth below, such amendment to be effective as of the effective time of approval of this First Amendment to the 2022 Plan (the “Amendment”) by the shareholders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 THE HAIN CELESTIAL GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-22818 22-3240619 (State or Other Jurisdiction of Incorporation) (Comm

HAIN / The Hain Celestial Group, Inc. / VANGUARD GROUP INC Passive Investment

240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 13)* (Name of Issuer) Hain Celestial Group Inc/The (Title of Class of Securities) Common Stock (CUSIP Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

The Hain Celestial Group, Inc. Insider Trading Policy.

Exhibit 19.1 The Hain Celestial Group, Inc. Insider Trading Policy This Insider Trading Policy (the “Policy”) of The Hain Celestial Group, Inc. (together with its subsidiaries, “Hain Celestial” or the “Company”) was amended and restated by the Board of Directors of the Company effective August 12, 2024. 1. Purpose. Strict laws and regulations in the United States and other countries prohibit the t

Hain Celestial Reports Fourth Quarter and Fiscal Year 2024 Financial Results Delivers Strong Operating Cash Flow, Debt Reduction & Achieves Updated Guidance Company Positioned to Deliver Sustainable Growth in Fiscal 2025

Exhibit 99.1 Hain Celestial Reports Fourth Quarter and Fiscal Year 2024 Financial Results Delivers Strong Operating Cash Flow, Debt Reduction & Achieves Updated Guidance Company Positioned to Deliver Sustainable Growth in Fiscal 2025 HOBOKEN, N.J., August 27, 2024 — Hain Celestial Group (Nasdaq: HAIN), a leading global health and wellness company whose purpose is to inspire healthier living throug

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2024 or ☐ Transition Report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the transition period from to . Commission File No. 0-22818 THE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2024 THE HAIN CELESTIAL GROUP, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 0-22818 22-3240619 (State or Other Jurisdiction of Incorporation) (Commi

The Hain Celestial Group, Inc. Incentive Compensation Clawback Policy.

EXHIBIT 97.1 The Hain Celestial Group, Inc. Incentive Compensation Clawback Policy (As Adopted on August 25, 2023 Pursuant to Nasdaq Rule 5608) 1. Overview. The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of The Hain Celestial Group, Inc. (the “Company”) has adopted this Incentive Compensation Clawback Policy (the “Policy”) which requires the recoupment of cert

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Jurisdiction of Organization Acirca, Inc. Delaware AMI HLDGS, Inc. Delaware AMI Operating, Inc. Texas Celestial Seasonings, Inc. Delaware Charter Baking Company, Inc. Delaware Cully & Sully Limited Ireland Daily Bread Ltd. United Kingdom Dana Alexander, Inc. New York Daniels Chilled Foods Limited United Kingdom De Boles Nutritional Foods, Inc.

Alison Lewis to Join Hain Celestial Group Board of Directors Recently Retired Kimberly-Clark Chief Growth Officer and Former Coca-Cola Executive Brings Extensive Global Marketing, e-Commerce, and Digital Leadership to Hain Board

Exhibit 99.1 Alison Lewis to Join Hain Celestial Group Board of Directors Recently Retired Kimberly-Clark Chief Growth Officer and Former Coca-Cola Executive Brings Extensive Global Marketing, e-Commerce, and Digital Leadership to Hain Board HOBOKEN, NJ., August 19, 2024 - Hain Celestial Group (Nasdaq: HAIN), a leading global health and wellness company whose purpose is to inspire healthier living

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 The Hain Celestial Group, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 0-22818 22-3240619 (State or Other Jurisdiction of Incorporation) (Commi

* * *

June 26, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

LETTER

United States securities and exchange commission logo June 26, 2024 Lee Boyce Executive Vice President and Chief Financial Officer HAIN CELESTIAL GROUP INC 221 River Street Hoboken, New Jersey 07030 Re: HAIN CELESTIAL GROUP INC Form 10-K for the Fiscal Year Ended June 30, 2023 File No.

LETTER

United States securities and exchange commission logo June 12, 2024 Lee Boyce Executive Vice President and Chief Financial Officer HAIN CELESTIAL GROUP INC 221 River Street Hoboken, New Jersey 07030 Re: HAIN CELESTIAL GROUP INC Form 10-K for the Fiscal Year Ended June 30, 2023 Response Dated May 7, 2024 File No.

Separation Agreement, dated November 20, 2023, between the Company and Christopher J. Bellairs.

Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”) is made and entered into this 20th day of November, 2023 by and between The Hain Celestial Group, Inc. (“Hain” or the “Company”) and Chris Bellairs (“Employee”). WHEREAS, Hain and Employee are parties to a Letter of Employment dated January 18, 2022 (the “Letter of Employment”); a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 THE HAIN CELESTIAL GR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ———————————— FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 ———————————— THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ———————————— Delaware 0-22818 22-3240619 (State or other ju

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 or ☐ Transition Repor

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0-228

Hain Celestial Reports Fiscal Third Quarter 2024 Financial Results Fuel and Focus Efforts Generated by Hain Reimagined Strategy Drive Gross Margin Expansion, Strong Operating Cash Flow and Improvement in Leverage to 3.9x

Exhibit 99.1 Hain Celestial Reports Fiscal Third Quarter 2024 Financial Results Fuel and Focus Efforts Generated by Hain Reimagined Strategy Drive Gross Margin Expansion, Strong Operating Cash Flow and Improvement in Leverage to 3.9x HOBOKEN, N.J., May 8, 2024 — Hain Celestial Group (Nasdaq: HAIN), a leading global health and wellness company whose purpose is to inspire healthier living through be

* * *

May 7, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

LETTER

United States securities and exchange commission logo April 23, 2024 Lee Boyce Executive Vice President and Chief Financial Officer HAIN CELESTIAL GROUP INC 221 River Street Hoboken, New Jersey 07030 Re: HAIN CELESTIAL GROUP INC Form 10-K for the Fiscal Year Ended June 30, 2023 Response Dated March 29, 2024 File No.

* * *

March 29, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ———————————— FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2024 ———————————— THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ———————————— Delaware 0-22818 22-3240619 (State or other

Hain Celestial Group Appoints Seasoned Executive Chad Marquardt as President of North America

Exhibit 99.1 Hain Celestial Group Appoints Seasoned Executive Chad Marquardt as President of North America HOBOKEN, N.J., March 18, 2024 - The Hain Celestial Group, Inc. (Nasdaq: HAIN), a leading global health and wellness company whose purpose is to inspire healthier living through better-for-you brands, announced today that it has named Chad Marquardt as President, North America. In this role, h

LETTER

United States securities and exchange commission logo March 15, 2024 Lee Boyce Executive Vice President and Chief Financial Officer HAIN CELESTIAL GROUP INC 221 River Street Hoboken, New Jersey 07030 Re: HAIN CELESTIAL GROUP INC Form 10-K for the Fiscal Year Ended June 30, 2023 Filed August 24, 2023 File No.

HAIN / The Hain Celestial Group, Inc. / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Hain Celestial Group Inc/The (Name of Issuer) Common Stock (Title of Class of Securities) 405217100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropria

HAIN / The Hain Celestial Group, Inc. / BARROW HANLEY MEWHINNEY & STRAUSS LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hain Celestial Group Inc/The (Name of Issuer) Common Stock (Title of Class of Securities) 405217100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check appropriate box to designate the rule pursuant to which this

HAIN / The Hain Celestial Group, Inc. / Black Creek Investment Management Inc. - HAIN CELESTIAL GROUP INC Passive Investment

SC 13G 1 bc87054hain-13g.htm HAIN CELESTIAL GROUP INC UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hain Celestial Group Inc. (Name of Issuer) Common (Title of Class of Securities) 405217100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriat

HAIN / The Hain Celestial Group, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01064-haincelestialgroupin.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Hain Celestial Group Inc/The Title of Class of Securities: Common Stock CUSIP Number: 405217100 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2023 or ☐ Transition Re

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2023 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0-

Hain Celestial Reports Fiscal Second Quarter 2024 Financial Results Company Delivers on Promise of Sequential Improvement and Fuel Generation through Hain Reimagined Strategy

Exhibit 99.1 Hain Celestial Reports Fiscal Second Quarter 2024 Financial Results Company Delivers on Promise of Sequential Improvement and Fuel Generation through Hain Reimagined Strategy HOBOKEN, N.J., Feb. 7, 2024 — Hain Celestial Group (Nasdaq: HAIN), a leading manufacturer of better-for-you brands to inspire healthier living, today reported financial results for the fiscal second quarter ended

Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan – 2024-2026 LTIP.

Exhibit 10.1 THE HAIN CELESTIAL GROUP, INC. NOTICE OF GRANT OF RESTRICTED SHARE UNITS The Participant has been granted an award (the “Award”) pursuant to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (the “Plan”) consisting of one or more rights (each such right being hereafter referred to as a “Restricted Share Unit” or “RSU”) to receive in settlement of each such r

Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan – 2024-2026 LTIP (Relative Total Shareholder Return).

Exhibit 10.3 The Hain Celestial Group, Inc. Performance Share Unit Agreement This Performance Share Unit Agreement (this “Agreement”) is dated as of [] (the “Grant Date”) and sets forth the terms of an award of performance share units (“Performance Share Units” or “PSUs”) by The Hain Celestial Group, Inc., a Delaware corporation (the “Company”), to [] (the “Participant”). WHEREAS, the Company has

Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan – 2024-2026 LTIP (Absolute Total Shareholder Return).

Exhibit 10.2 The Hain Celestial Group, Inc. Performance Share Unit Agreement This Performance Share Unit Agreement (this “Agreement”) is dated as of [] (the “Grant Date”) and sets forth the terms of an award of performance share units (“Performance Share Units” or “PSUs”) by The Hain Celestial Group, Inc., a Delaware corporation (the “Company”), to [] (the “Participant”). WHEREAS, the Company has

Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan – Non-Employee Director Awards.

Exhibit 10.4 THE HAIN CELESTIAL GROUP, INC. NOTICE OF GRANT OF RESTRICTED SHARE UNITS The Participant has been granted an award (the “Award”) pursuant to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (the “Plan”) consisting of one or more rights (each such right being hereafter referred to as a “Restricted Share Unit” or “RSU”) to receive in settlement of each such r

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ———————————— FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2024 ———————————— THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ———————————— Delaware 0-22818 22-3240619 (State or oth

HAIN / The Hain Celestial Group, Inc. / BlackRock Inc. Passive Investment

SC 13G/A 1 us4052171000012224.txt us4052171000012224.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 4) HAIN CELESTIAL GROUP INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 405217100 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropria

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ———————————— FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 ———————————— THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ———————————— Delaware 0-22818 22-3240619 (State or oth

Hain Celestial Reports Fiscal First Quarter 2024 Financial Results Company Delivers First Quarter Expectations, Reaffirms Fiscal 2024 Outlook

Exhibit 99.1 Hain Celestial Reports Fiscal First Quarter 2024 Financial Results Company Delivers First Quarter Expectations, Reaffirms Fiscal 2024 Outlook HOBOKEN, N.J., Nov. 7, 2023 — Hain Celestial Group (Nasdaq: HAIN) (“Hain”, “Hain Celestial” or the “Company”), a leading manufacturer of better-for-you brands to inspire healthier living, today reported financial results for the fiscal first qua

Second Amendment, dated August 22, 2023, to the Fourth Amended and Restated Credit Agreement, dated December 22, 2021, by and among the Company, the Lenders party thereto and Bank of America, N.A., as administrative agent.

Exhibit 10.1 Execution Copy SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of August 22, 2023 (this “Amendment”), is by and among THE HAIN CELESTIAL GROUP, INC., a Delaware corporation (the “Company”), each Lender party hereto and BANK OF AMERICA, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the m

Offer Letter, dated August 23, 2023, between the Company and Lee A. Boyce.

Exhibit 10.2 The Hain Celestial Group, Inc. 4600 Sleepytime Drive • Boulder, CO 80301 • phone: +1 (516) 587-5000 • www.hain.com August 18, 2023 Personal & Confidential Lee Boyce Dear Lee: We are pleased to offer employment to you as Executive Vice President, Chief Financial Officer of The Hain Celestial Group, Inc. (“Hain Celestial” or the “Company”), reporting to the Company’s Chief Executive Off

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 or ☐ Transition R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ———————————— FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2023 ———————————— THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ———————————— Delaware 0-22818 22-3240619 (State or oth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

COURTESY PDF

Regulation FD Disclosure, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ———————————— FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2023 ———————————— THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ———————————— Delaware 0-22818 22-3240619 (State or o

Hain Celestial Unveils Strategy to Transform Company to Drive Sustainable Profitable Growth at 2023 Investor Day Prioritizes growth driven by Better-For-You (“BFY”) Snacks, BFY Baby & Kids, and BFY Beverage platforms across five core geographies Inco

Exhibit 99.1 Hain Celestial Unveils Strategy to Transform Company to Drive Sustainable Profitable Growth at 2023 Investor Day Prioritizes growth driven by Better-For-You (“BFY”) Snacks, BFY Baby & Kids, and BFY Beverage platforms across five core geographies Incorporates a comprehensive program to generate fuel for growth comprised of revenue growth management, cash management, and operational eff

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ———————————— FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2023 ———————————— THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ———————————— Delaware 0-22818 22-3240619 (State or othe

Hain Celestial Reports Fourth Quarter and Fiscal Year 2023 Financial Results Results Near High End of Expectations, Company Provides Fiscal 2024 Outlook Company Announces CFO Transition

Exhibit 99.1 Hain Celestial Reports Fourth Quarter and Fiscal Year 2023 Financial Results Results Near High End of Expectations, Company Provides Fiscal 2024 Outlook Company Announces CFO Transition BOULDER, Colo, Aug. 24, 2023 — Hain Celestial Group (Nasdaq: HAIN) (“Hain”, “Hain Celestial” or the “Company”), a leading manufacturer of better-for-you brands to inspire healthier living, today report

Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP.

EXHIBIT 23.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements of The Hain Celestial Group, Inc. and Subsidiaries: 1.Registration Statement Number 333-268439 on Form S-8 2.Registration Statement Number 333-229739 on Form S-8 3.Registration Statement Number 333-228215 on Form S-8 4.Registration Statement Nu

Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 32.1 CERTIFICATION FURNISHED PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Wendy P. Davidson, President and Chief Executive Officer of The Hain Celestial Group, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to my knowledge: •The Annual Report on Form 10-K o

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ———————————— FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2023 ———————————— THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ———————————— Delaware 0-22818 22-3240619 (State or othe

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

EXHIBIT 31.2 CERTIFICATION I, Christopher J. Bellairs, certify that: 1.I have reviewed this annual report on Form 10-K of The Hain Celestial Group, Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mislead

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Jurisdiction of Organization Acirca, Inc. Delaware AMI HLDGS, Inc. Delaware AMI Operating, Inc. Texas Celestial Seasonings, Inc. Delaware Charter Baking Company, Inc. Delaware Clark’s UK Limited United Kingdom Cully & Sully Limited Ireland Daily Bread Ltd. United Kingdom Dana Alexander, Inc. New York Daniels Chilled Foods Limited United Kingdo

32.2 Certification by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 32.2 CERTIFICATION FURNISHED PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Christopher J. Bellairs, Executive Vice President and Chief Financial Officer of The Hain Celestial Group, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to my knowledge: •The Annual

Hain Celestial Group Announces New Chief Financial Officer

Exhibit 99.1 Hain Celestial Group Announces New Chief Financial Officer BOULDER, Colo., August 24, 2023 /PRNewswire/ - Hain Celestial Group (Nasdaq: HAIN), a leading manufacturer of better-for-you brands that inspire healthier living, announced that Lee Boyce, Chief Financial Officer of Hearthside Food Solutions, has been named Hain’s new CFO, effective September 5, 2023. Boyce will succeed Hain’s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2023 or ☐ Transition Report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the transition period from to . Commission File No. 0-22818 THE

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

EXHIBIT 31.1 CERTIFICATION I, Wendy P. Davidson, certify that: 1.I have reviewed this annual report on Form 10-K of The Hain Celestial Group, Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ———————————— FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2023 ———————————— THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ———————————— Delaware 0-22818 22-3240619 (State or othe

Former PepsiCo and Warburtons Executive Neil Campbell to Join Hain Celestial Group’s Board of Directors

Exhibit 99.1 Former PepsiCo and Warburtons Executive Neil Campbell to Join Hain Celestial Group’s Board of Directors BOULDER, Colo., August 18, 2023 /PRNewswire/ - Hain Celestial Group (Nasdaq: HAIN), a leading manufacturer of better-for-you brands that inspire healthier living, announced today that Neil Campbell has been appointed to its Board of Directors, effective September 1. As part of a pla

Amended and Restated By-Laws, marked to show amendments effective as of May 8, 2023.

Exhibit 3.3 AMENDED AND RESTATED BY-LAWS OF THE HAIN CELESTIAL GROUP, INC. (a Delaware corporation) (as amended through December 5May 8, 20182023) AMENDED AND RESTATED BY-LAWS OF THE HAIN CELESTIAL GROUP, INC. (A Delaware Corporation) ARTICLE I OFFICES SECTION 1. PRINCIPAL OFFICE. The principal office of The Hain Celestial Group, Inc. (the “Corporation”) shall be located at 1111 Marcus Avenue, Lak

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 THE HAIN CELESTIAL GR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ———————————— FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 ———————————— THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ———————————— Delaware 0-22818 22-3240619 (State or other ju

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 or ☐ Transition Repor

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0-228

Restricted Share Unit Agreement under The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan – Wendy P. Davidson (Make-Whole RSU Award) (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, filed with the SEC on May 9, 2023).

Exhibit 10.4 THE HAIN CELESTIAL GROUP, INC. NOTICE OF GRANT OF RESTRICTED SHARE UNITS The Participant has been granted an award (the “Award”) pursuant to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (the “Plan”) consisting of one or more rights (each such right being hereafter referred to as a “Restricted Share Unit” or “RSU”) to receive in settlement of each such r

The Hain Celestial Group, Inc. Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, filed with the SEC on May 9, 2023).

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF THE HAIN CELESTIAL GROUP, INC. (a Delaware corporation) (as amended through May 8, 2023) AMENDED AND RESTATED BY-LAWS OF THE HAIN CELESTIAL GROUP, INC. (A Delaware Corporation) ARTICLE I OFFICES SECTION 1. PRINCIPAL OFFICE. The principal office of The Hain Celestial Group, Inc. (the “Corporation”) shall be located at such location as may be designated by

Performance Share Unit Agreement under The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan – Wendy P. Davidson (2023-2025 LTIP; Relative Total Shareholder Return) (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, filed with the SEC on May 9, 2023).

Exhibit 10.2 The Hain Celestial Group, Inc. Performance Share Unit Agreement This Performance Share Unit Agreement (this “Agreement”) is dated as of January 1, 2023 (the “Grant Date”) and sets forth the terms of an award of performance share units (“Performance Share Units” or “PSUs”) by The Hain Celestial Group, Inc., a Delaware corporation (the “Company”), to Wendy Davidson (the “Participant”).

Hain Celestial Reports Fiscal Third Quarter 2023 Financial Results New CEO Taking Steps to Shape Future for Growth

Exhibit 99.1 Investor Contact: Alexis Tessier [email protected] Media Contact: Jen Davis [email protected] Hain Celestial Reports Fiscal Third Quarter 2023 Financial Results New CEO Taking Steps to Shape Future for Growth BOULDER, CO. May 9, 2023 -The Hain Celestial Group, Inc. (Nasdaq: HAIN) (“Hain Celestial” or the “Company”), a leading global organic and natural products company prov

Restricted Share Unit Agreement under The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan – Wendy P. Davidson (2023-2025 LTIP) (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023, filed with the SEC on May 9, 2023).

Exhibit 10.1 THE HAIN CELESTIAL GROUP, INC. NOTICE OF GRANT OF RESTRICTED SHARE UNITS The Participant has been granted an award (the “Award”) pursuant to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (the “Plan”) consisting of one or more rights (each such right being hereafter referred to as a “Restricted Share Unit” or “RSU”) to receive in settlement of each such r

Performance Share Unit Agreement under The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan – Wendy P. Davidson (2023-2025 LTIP; Absolute Total Shareholder Return).

Exhibit 10.3 The Hain Celestial Group, Inc. Performance Share Unit Agreement This Performance Share Unit Agreement (this “Agreement”) is dated as of January 1, 2023 (the “Grant Date”) and sets forth the terms of an award of performance share units (“Performance Share Units” or “PSUs”) by The Hain Celestial Group, Inc., a Delaware corporation (the “Company”), to Wendy Davidson (the “Participant”).

Separation Agreement, dated as of February 6, 2023, between the Company and David J. Karch.

Exhibit 10.5 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”) is made and entered into this 6th day of February, 2023 by and between The Hain Celestial Group, Inc. (“Hain” or the “Company”) and David J. Karch (“Employee”). WHEREAS, Hain and Employee are parties to an Amended and Restated Letter of Employment dated March 18, 2021 (the “Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2023 THE HAIN CELESTIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ———————————— FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2023 ———————————— THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ———————————— Delaware 0-22818 22-3240619 (State or other

HAIN / Hain Celestial Group Inc / ALLIANCEBERNSTEIN L.P. - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Hain Celestial Group Inc/The (Name of Issuer) Common Stock (Title of Class of Securities) 405217100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

HAIN / Hain Celestial Group Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01030-haincelestialgroupin.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Hain Celestial Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 405217100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box

HAIN / Hain Celestial Group Inc / Black Creek Investment Management Inc. Passive Investment

SC 13G 1 hain85290.htm UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hain Celestial Group Inc. (Name of Issuer) Common (Title of Class of Securities) 405217100 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2022 or ☐ Transition Re

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2022 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0-

Separation Agreement, dated December 31, 2022, between the Company and Mark L. Schiller.

Exhibit 10.4 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (this “Agreement”) is made and entered into this 31st day of December, 2022 by and between The Hain Celestial Group, Inc. (“Hain” or the “Company”) and Mark L. Schiller (“Employee”). WHEREAS, Hain and Employee are parties to an Employment Agreement, dated as of October 26, 2018 (the “Employment Agre

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ———————————— FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 7, 2023 ———————————— THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ———————————— Delaware 0-22818 22-3240619 (State or othe

Hain Celestial Reports Second Quarter 2023 Financial Results Net Income of $11.0 million; Adjusted Net Income of $18.3 million Adjusted EBITDA on Constant Currency Basis of $52.7 million Reaffirming Full Year Fiscal 2023 Guidance

Exhibit 99.1 Hain Celestial Reports Second Quarter 2023 Financial Results Net Income of $11.0 million; Adjusted Net Income of $18.3 million Adjusted EBITDA on Constant Currency Basis of $52.7 million Reaffirming Full Year Fiscal 2023 Guidance Lake Success, NY, February 7, 2023—The Hain Celestial Group, Inc. (Nasdaq: HAIN) (“Hain Celestial”, “Hain” or the “Company”), a leading organic and natural p

HAIN / Hain Celestial Group Inc / BlackRock Inc. Passive Investment

SC 13G/A 1 us4052171000012623.txt us4052171000012623.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) HAIN CELESTIAL GROUP INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 405217100 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropria

HAIN / Hain Celestial Group Inc / BlackRock Inc. Passive Investment

SC 13G/A 1 us4052171000012023.txt us4052171000012023.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) HAIN CELESTIAL GROUP INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 405217100 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropria

First Amendment, dated December 16, 2022, to the Fourth Amended and Restated Credit Agreement, dated December 22, 2021, by and among the Company, the Lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2022).

EX-10.1 Exhibit 10.1 Execution Copy FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 16, 2022 (this “Amendment”), is by and among THE HAIN CELESTIAL GROUP, INC., a Delaware corporation (the “Company”), each Lender party hereto and BANK OF AMERICA, N.A., as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall ha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 THE HAIN CELEST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-22818 22-3240619 (State or other jurisdiction of incorporation) (Com

Hain Celestial Announces Leadership Succession Plan WENDY P. DAVIDSON NAMED PRESIDENT AND CEO MARK L. SCHILLER TRANSITIONING TO NON-EXECUTIVE DIRECTOR

EX-99.1 Exhibit 99.1 Hain Celestial Announces Leadership Succession Plan WENDY P. DAVIDSON NAMED PRESIDENT AND CEO MARK L. SCHILLER TRANSITIONING TO NON-EXECUTIVE DIRECTOR LAKE SUCCESS, N.Y., November 28, 2022 — The Hain Celestial Group, Inc. (Nasdaq: HAIN) (“Hain Celestial” or the “Company”), a leading organic and natural products company with operations in North America, Europe, Asia and the Mid

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2022 THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-22818 22-3240619 (State or other jurisdiction of incorporation) (Com

Employment Agreement, dated as of November 22, 2022, by and between The Hain Celestial Group, Inc. and Wendy Davidson (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 28, 2022).

EX-10.1 Exhibit 10.1 November 22, 2022 Dear Wendy: We are pleased to offer employment to you as President and Chief Executive Officer of The Hain Celestial Group, Inc. (“Hain Celestial” or the “Company”). As we have discussed, it is anticipated that your employment will commence on January 1, 2023 (the “Start Date”). In the event you do not commence employment on the Start Date (or at a later date

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ???????????? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2022 ???????????? THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ???????????? Delaware 0-22818 22-3240619 (State or ot

Filing fee table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) The Hain Celestial Group, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 ? Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 22-3240619 (State or oth

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 22-3240619 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1111 Marcus Avenue Lake Success, Ne

The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8 (Commission File No. 333-268439) filed with the Securities and Exchange Commission on November 17, 2022).

Exhibit 10.1 THE HAIN CELESTIAL GROUP, INC. 2022 LONG TERM INCENTIVE AND STOCK AWARD PLAN 1. Purposes. The purposes of the 2022 Long Term Incentive and Stock Award Plan are to advance the interests of The Hain Celestial Group, Inc. and its stockholders by providing a means to attract, retain, and motivate employees, directors and consultants of the Company and its Affiliates upon whose judgment, i

Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan – 2023-2025 LTIP (Relative Total Shareholder Return)

Exhibit 10.3 The Hain Celestial Group, Inc. Performance Share Unit Agreement This Performance Share Unit Agreement (this ?Agreement?) is dated as of [] (the ?Grant Date?) and sets forth the terms of an award of performance share units (?Performance Share Units? or ?PSUs?) by The Hain Celestial Group, Inc., a Delaware corporation (the ?Company?), to [] (the ?Participant?). WHEREAS, the Company has

Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan – 2023-2025 LTIP (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, filed with the SEC on November 8, 2022).

Exhibit 10.1 THE HAIN CELESTIAL GROUP, INC. NOTICE OF GRANT OF RESTRICTED SHARE UNITS The Participant has been granted an award (the ?Award?) pursuant to The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan (the ?Plan?) consisting of one or more rights (each such right being hereafter referred to as a ?Restricted Share Unit? or ?RSU?) to receive in sett

Hain Celestial Reports First Quarter 2023 Financial Results North America Net Sales Increased 8.6%; North America Adjusted Net Sales Increased 3.4% Net Income of $6.9 million; Adjusted Net Income of $9.2 million Adjusted EBITDA on Constant Currency B

Exhibit 99.1 Hain Celestial Reports First Quarter 2023 Financial Results North America Net Sales Increased 8.6%; North America Adjusted Net Sales Increased 3.4% Net Income of $6.9 million; Adjusted Net Income of $9.2 million Adjusted EBITDA on Constant Currency Basis of $38.6 million Reaffirming Full Year Fiscal 2023 Guidance Lake Success, NY, November 8, 2022?The Hain Celestial Group, Inc. (Nasda

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ???????????? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 8, 2022 ???????????? THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ???????????? Delaware 0-22818 22-3240619 (State or othe

Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan – 2023-2025 LTIP (Absolute Total Shareholder Return) (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022, filed with the SEC on November 8, 2022).

Exhibit 10.2 The Hain Celestial Group, Inc. Performance Share Unit Agreement This Performance Share Unit Agreement (this ?Agreement?) is dated as of [] (the ?Grant Date?) and sets forth the terms of an award of performance share units (?Performance Share Units? or ?PSUs?) by The Hain Celestial Group, Inc., a Delaware corporation (the ?Company?), to [] (the ?Participant?). WHEREAS, the Company has

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 or ☐ Transition R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ???????????? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2022 ???????????? THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ???????????? Delaware 0-22818 22-3240619 (State or oth

HAIN / Hain Celestial Group Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Hain Celestial Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 405217100 Date of Event Which Requires Filing of this Statement: September 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

HAIN / Hain Celestial Group Inc / BlackRock Inc. Passive Investment

us4052171000100622.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) HAIN CELESTIAL GROUP INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 405217100 - (CUSIP Number) September 30, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

COURTESY PDF

Proxy StatementOctober 7, 2022 DearFellow Stockholder, Youarecordiallyinvitedtoattendthe2022Annual MeetingofStockholders(the“Annual Meeting”)ofThe HainCelestialGroup,Inc.

Subsidiaries of the Company.

EXHIBIT 21.1 Subsidiaries of the Registrant Subsidiary Jurisdiction of Organization Acirca, Inc. Delaware AMI HLDGS, Inc. Delaware AMI Operating, Inc. Texas Avalon Holding Corporation Delaware Avalon Natural Products, Inc. California Celestial Seasonings, Inc. Delaware Charter Baking Company, Inc. Delaware Clark?s UK Limited United Kingdom Cresset Limited Ireland Cully & Sully Limited Ireland Dail

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2022 or ? Transition Report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the transition period from to . Commission File No. 0-22818 THE

Amended and Restated Letter of Employment, dated March 18, 2021, between the Company and David J. Karch.

Exhibit 10.8 The Hain Celestial Group, Inc. Worldwide Headquarters 1111 Marcus Avenue ? Lake Success, NY 11042-1034 ? phone: +1 (516) 587-5000 ? fax: +1 (516) 587-0208 ? www.hain.com March 18, 2021 Personal & Confidential Mr. David Karch [email protected] Dear David: This amended and restated letter of employment sets forth the terms under which you will serve as Executive Vice President and Gl

Hain Celestial Reports Fourth Quarter and Fiscal Year 2022 Financial Results Fourth Quarter Total Net Sales Increased 1.4%; North America Net Sales Increased 17.2% Fourth Quarter GAAP EPS of $0.03; Adjusted EPS of $0.08

Exhibit 99.1 Hain Celestial Reports Fourth Quarter and Fiscal Year 2022 Financial Results Fourth Quarter Total Net Sales Increased 1.4%; North America Net Sales Increased 17.2% Fourth Quarter GAAP EPS of $0.03; Adjusted EPS of $0.08 Lake Success, NY, August 25, 2022?The Hain Celestial Group, Inc. (Nasdaq: HAIN) (?Hain Celestial?, ?Hain? or the ?Company?), a leading organic and natural products com

Separation Agreement, dated May 6, 2022, between the Company and Christopher J. Boever.

Exhibit 10.11 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the ?Agreement?) is made and entered into this 6th day of May, 2022 by and between The Hain Celestial Group, Inc. (?Hain? or the ?Company?) and Christopher J. Boever (?Employee?). WHEREAS, Hain and Employee wish to amicably terminate Employee?s employment with Hain; NOW, THEREFORE, in consideratio

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ???????????? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 25, 2022 ???????????? THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ???????????? Delaware 0-22818 22-3240619 (State or other

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ???????????? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 9, 2022 ???????????? THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ???????????? Delaware 0-22818 22-3240619 (State or other

Hain Celestial Provides Preliminary Fourth Quarter Results Announces Date for Fourth Quarter and Fiscal Year 2022 Earnings Release and Conference Call Introduces Initial Fiscal Year 2023 Guidance

Exhibit 99.1 Hain Celestial Provides Preliminary Fourth Quarter Results Announces Date for Fourth Quarter and Fiscal Year 2022 Earnings Release and Conference Call Introduces Initial Fiscal Year 2023 Guidance Lake Success, NY, August 9, 2022?The Hain Celestial Group, Inc. (Nasdaq: HAIN) (?Hain Celestial?, ?Hain? or the ?Company?), a leading organic and natural products company with operations in N

HAIN / Hain Celestial Group Inc / BlackRock Inc. Passive Investment

us4052171000070822.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) HAIN CELESTIAL GROUP INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 405217100 - (CUSIP Number) June 30, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ???????????? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 4, 2022 ???????????? THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ???????????? Delaware 0-22818 22-3240619 (State or other j

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ???????????? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2022 ???????????? THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ???????????? Delaware 0-22818 22-3240619 (State or other j

Hain Celestial Announces Appointment of Independent Director Carlyn Taylor

Exhibit 99.1 Hain Celestial Announces Appointment of Independent Director Carlyn Taylor Lake Success, New York, June 2, 2022 ? The Hain Celestial Group, Inc. (Nasdaq: HAIN) (?Hain Celestial? or the ?Company?), a leading organic and natural products company with operations in North America, Europe, Asia and the Middle East providing consumers with A Healthier Way of Life?, today announced the appoi

Hain Celestial Reports Third Quarter Fiscal Year 2022 Financial Results Total Net Sales Increased 2.1%; North America Net Sales Increased 13.3% EPS of $0.27; Adjusted EPS of $0.33 Multiple Actions Being Taken to Offset Input Cost Inflation and Improv

Exhibit 99.1 Hain Celestial Reports Third Quarter Fiscal Year 2022 Financial Results Total Net Sales Increased 2.1%; North America Net Sales Increased 13.3% EPS of $0.27; Adjusted EPS of $0.33 Multiple Actions Being Taken to Offset Input Cost Inflation and Improve Margins Lake Success, NY, May 5, 2022?The Hain Celestial Group, Inc. (Nasdaq: HAIN) (?Hain Celestial?, ?Hain? or the ?Company?), a lead

Offer Letter, dated January 18, 2022, between the Company and Christopher J. Bellairs (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, filed with the SEC on March 5, 2022).

Exhibit 10.1 The Hain Celestial Group, Inc. Worldwide Headquarters 1111 Marcus Avenue ? Lake Success, NY 11042-1034 ? phone: +1 (516) 587-5000 ? fax: +1 (516) 587-0208 ? www.hain.com January 18, 2022 Personal & Confidential Christopher Bellairs Dear Chris: We are pleased to offer employment to you as Executive Vice President, Chief Financial Officer of The Hain Celestial Group, Inc. (?Hain Celesti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 or ☐ Transition Repor

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0-228

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ???????????? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 5, 2022 ???????????? THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ???????????? Delaware 0-22818 22-3240619 (State or other jur

Restricted Share Unit Agreement under The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan – Christopher J. Bellairs (2022-2024 LTIP) (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, filed with the SEC on May 5, 2022).

Exhibit 10.2 THE HAIN CELESTIAL GROUP, INC. NOTICE OF GRANT OF RESTRICTED SHARE UNITS The Participant has been granted an award (the ?Award?) pursuant to The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan (the ?Plan?) consisting of one or more rights (each such right being hereafter referred to as a ?Restricted Share Unit? or ?RSU?) to receive in sett

HAIN / Hain Celestial Group Inc / BROWN ADVISORY INC - BROWN ADVISORY INCORPORATED Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Hain Celestial Group, Inc. (Name of Issuer) (Title of Class of Securities) 405217100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

HAIN / Hain Celestial Group Inc / Black Creek Investment Management Inc. Passive Investment

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hain Celestial Group Inc. (Name of Issuer) Common (Title of Class of Securities) 405217100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

HAIN / Hain Celestial Group Inc / ALLIANCEBERNSTEIN L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hain Celestial Group Inc/The (Name of Issuer) Common Stock (Title of Class of Securities) 405217100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

HAIN / Hain Celestial Group Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01037-haincelestialgroupin.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Hain Celestial Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 405217100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box

Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan – Special Recognition Awards (incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2021, filed with the SEC on February 3, 2022).

Exhibit 10.8 THE HAIN CELESTIAL GROUP, INC. NOTICE OF GRANT OF RESTRICTED SHARE UNITS The Participant has been granted an award (the ?Award?) pursuant to The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan (the ?Plan?) consisting of one or more rights (each such right being hereafter referred to as a ?Restricted Share Unit? or ?RSU?) to receive in sett

Hain Celestial Reports Second Quarter Fiscal Year 2022 Financial Results Second Quarter Adjusted Net Sales Growth at the High End of Original Guidance Second Quarter Adjusted EBITDA Consistent with Mid-January Pre-Announcement Second Quarter GAAP EPS

Exhibit 99.1 Hain Celestial Reports Second Quarter Fiscal Year 2022 Financial Results Second Quarter Adjusted Net Sales Growth at the High End of Original Guidance Second Quarter Adjusted EBITDA Consistent with Mid-January Pre-Announcement Second Quarter GAAP EPS of $0.33; Adjusted EPS of $0.36 Reaffirms Full Year Adjusted Net Sales Growth Guidance; Updates Full Year Adjusted EBITDA Guidance Lake

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ???????????? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 3, 2022 ???????????? THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ???????????? Delaware 0-22818 22-3240619 (State or othe

Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan – Non-Employee Director Awards (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2021, filed with the SEC on February 3, 2022).

Exhibit 10.4 THE HAIN CELESTIAL GROUP, INC. NOTICE OF GRANT OF RESTRICTED SHARE UNITS The Participant has been granted an award (the ?Award?) pursuant to The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan (the ?Plan?) consisting of one or more rights (each such right being hereafter referred to as a ?Restricted Share Unit?) to receive in settlement of

Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan – 2022-2024 LTIP (Absolute Total Shareholder Return) (incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2021, filed with the SEC on February 3, 2022).

Exhibit 10.6 The Hain Celestial Group, Inc. Performance Share Unit Agreement This Performance Share Unit Agreement (this ?Agreement?) is dated as of [] (the ?Grant Date?) and sets forth the terms of an award of performance share units (?Performance Share Units? or ?PSUs?) by The Hain Celestial Group, Inc., a Delaware corporation (the ?Company?), to [] (the ?Participant?). WHEREAS, the Company has

Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan – 2022-2024 LTIP.

Exhibit 10.5 THE HAIN CELESTIAL GROUP, INC. NOTICE OF GRANT OF RESTRICTED SHARE UNITS The Participant has been granted an award (the ?Award?) pursuant to The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan (the ?Plan?) consisting of one or more rights (each such right being hereafter referred to as a ?Restricted Share Unit? or ?RSU?) to receive in sett

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2021 or ☐ Transition Re

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2021 or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0-

Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan – 2022-2024 LTIP (Relative Total Shareholder Return) (incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2021, filed with the SEC on February 3, 2022).

Exhibit 10.7 The Hain Celestial Group, Inc. Performance Share Unit Agreement This Performance Share Unit Agreement (this ?Agreement?) is dated as of [] (the ?Grant Date?) and sets forth the terms of an award of performance share units (?Performance Share Units? or ?PSUs?) by The Hain Celestial Group, Inc., a Delaware corporation (the ?Company?), to [] (the ?Participant?). WHEREAS, the Company has

HAIN / Hain Celestial Group Inc / BlackRock Inc. Passive Investment

us4052171000020122.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 12) HAIN CELESTIAL GROUP INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 405217100 - (CUSIP Number) December 31, 2021 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2022 THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-22818 22-3240619 (State or other jurisdiction of incorporation) (Comm

Hain Celestial Announces CFO Transition Chris Bellairs, an Executive with Extensive Financial Experience in Food and Beverage, Joins as CFO Provides Preliminary Second Quarter Fiscal Year 2022 Financial Update

Exhibit 99.1 Hain Celestial Announces CFO Transition Chris Bellairs, an Executive with Extensive Financial Experience in Food and Beverage, Joins as CFO Provides Preliminary Second Quarter Fiscal Year 2022 Financial Update Lake Success, NY, January 18, 2022 ? The Hain Celestial Group, Inc. (Nasdaq: HAIN) (?Hain Celestial? or the ?Company?), a leading organic and natural products company with opera

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2021 THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-22818 22-3240619 (State or other jurisdiction of incorporation) (Com

Amended and Restated Security and Pledge Agreement, dated December 22, 2021, by and among the Company, certain wholly-owned subsidiaries of the Company party thereto from time to time, and Bank of America, N.A., as administrative agent.

Exhibit 10.2 AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT THIS AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT (this ?Agreement?) is entered into as of December 22, 2021 among THE HAIN CELESTIAL GROUP, INC., a Delaware corporation (the ?Company?), the other parties identified as ?Grantors? on the signature pages hereto and such other parties that may become Grantors hereunder after the da

Hain Celestial Completes Acquisition of ParmCrisps® and Thinsters®

Exhibit 99.1 Hain Celestial Completes Acquisition of ParmCrisps? and Thinsters? Lake Success, NY, December 28, 2021 ? The Hain Celestial Group, Inc. (Nasdaq: HAIN) (?Hain Celestial,? ?Hain? or the ?Company?) today announced the completion of its acquisition of That?s How We Roll from Clearlake Capital Group. That?s How We Roll is the producer and marketer of ParmCrisps? and Thinsters?, two fast-gr

Fourth Amended and Restated Credit Agreement, dated December 22, 2021, by and among the Company, the Lenders party thereto and Bank of America, N.A., as administrative agent.

Exhibit 10.1 Deal CUSIP Number: 40521VAN7 U.S. Revolving Credit Facility CUSIP Number: 40521VAQ0 Global Revolving Credit Facility CUSIP Number: 40521VAP2 Term Facility CUSIP Number: 40521VAR8 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 22, 2021 among THE HAIN CELESTIAL GROUP, INC., as the Company CERTAIN SUBSIDIARIES OF THE COMPANY FROM TIME TO TIME PARTY HERETO, as Designate

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-22818 22-3240619 (State or other jurisdiction of incorporation) (Com

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ???????????? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2021 ???????????? THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ???????????? Delaware 0-22818 22-3240619 (State or ot

Hain Celestial Announces Agreement to Acquire High-Growth, Better-for-You Snacking Brands ParmCrisps® and Thinsters®

Exhibit 99.1 Hain Celestial Announces Agreement to Acquire High-Growth, Better-for-You Snacking Brands ParmCrisps? and Thinsters? Lake Success, NY, December 13, 2021 ? The Hain Celestial Group, Inc. (Nasdaq: HAIN) ("Hain Celestial," "Hain" or the "Company") today announced it has entered into an agreement to acquire That?s How We Roll, the producer and marketer of ParmCrisps? and Thinsters?, two f

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ???????????? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 ???????????? THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ???????????? Delaware 0-22818 22-3240619 (State or ot

HAIN / Hain Celestial Group Inc / Engaged Capital LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 8)1 The Hain Celestial Group, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 405217100 (CUSIP Number) GLENN W

Underwriting Agreement, dated November 10, 2021, by and among The Hain Celestial Group, Inc. as issuer; Engaged Capital Co-Invest VI, LP, Engaged Capital Co-Invest VI-B, LP, Engaged Capital Co-Invest VI-C, LP, Engaged Capital Co-Invest VI-D, LP and Engaged Capital Co-Invest VI-E, LP, as selling stockholders; and Morgan Stanley & Co. LLC, as underwriter.

Exhibit 1.1 12,379,504 SHARES OF COMMON STOCK PAR VALUE $0.01 OF THE HAIN CELESTIAL GROUP, INC. UNDERWRITING AGREEMENT November 10, 2021 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Introductory. Each of the selling stockholders of The Hain Celestial Group, Inc. (the ?Company?) named in Schedule A hereto (each, a ?Selling Stockholder? and collectively, the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 0-22818 22-3240619 (State or other jurisdiction of incorporation) (Comm

Share Repurchase Agreement, dated November 9, 2021, by and among The Hain Celestial Group, Inc., Engaged Capital Co-Invest VI, LP, Engaged Capital Co-Invest VI-B, LP, Engaged Capital Co-Invest VI-C, LP, Engaged Capital Co-Invest VI-D, LP and Engaged Capital Co-Invest VI-E, LP.

Exhibit 10.1 SHARE REPURCHASE AGREEMENT THIS SHARE REPURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of November 9, 2021, by and between The Hain Celestial Group, Inc., a Delaware corporation (the ?Corporation?), and the stockholders of the Corporation listed on Schedule I hereto (each, a ?Selling Stockholder? and, collectively, the ?Selling Stockholders?), which are selling Shar

HAIN / Hain Celestial Group Inc / Engaged Capital LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 7)1 The Hain Celestial Group, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 405217100 (CUSIP Number) GLENN W

SHARE REPURCHASE AGREEMENT

Exhibit 99.1 EXECUTION VERSION SHARE REPURCHASE AGREEMENT THIS SHARE REPURCHASE AGREEMENT (this ?Agreement?) is made and entered into as of November 9, 2021, by and between The Hain Celestial Group, Inc., a Delaware corporation (the ?Corporation?), and the stockholders of the Corporation listed on Schedule I hereto (each, a ?Selling Stockholder? and, collectively, the ?Selling Stockholders?), whic

12,379,504 SHARES OF COMMON STOCK PAR VALUE $0.01 OF THE HAIN CELESTIAL GROUP, INC. UNDERWRITING AGREEMENT

Exhibit 99.2 Execution Version 12,379,504 SHARES OF COMMON STOCK PAR VALUE $0.01 OF THE HAIN CELESTIAL GROUP, INC. UNDERWRITING AGREEMENT November 10, 2021 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 Ladies and Gentlemen: Introductory. Each of the selling stockholders of The Hain Celestial Group, Inc. (the ?Company?) named in Schedule A hereto (each, a ?Selling Stockholder? and

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum aggregate offering price per share (1) Proposed maximum aggregate offering price (1) Amount of registration fee (2) Common Sto

Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-260959 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum aggregate offering price per share (1) Proposed maximum aggregate offering price (1) Amount of registration fee (2) Common Stock, $0.01 par value per share 12,379,504 $43.16 $534,299,392.64 $49,529

SUBJECT TO COMPLETION, DATED NOVEMBER 10, 2021

Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333- The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities nor a solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not perm

Form of Debt Security

Exhibit 4.2 [FACE OF NOTE] [INCLUDE IF DTC WILL ACT AS DEPOSITARY ? UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (?DTC?), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (

As filed with the Securities and Exchange Commission on November 10, 2021

Table of Contents As filed with the Securities and Exchange Commission on November 10, 2021 Registration No.

Form of Indenture

Exhibit 4.1 THE HAIN CELESTIAL GROUP, INC. as Issuer and [ ], as Trustee INDENTURE Dated as of [ ], 20[ ] Table Showing Reflection in Indenture of Certain Provisions of Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990* Reflected in Indenture Trust Indenture Act Section Indenture Section 310 (a) (1) 7.10 (a) (2) 7.10 (a) (3) N.A. (a) (4) N.A. (a) (5) 7.10 (b) 7.10 (

Hain Celestial Reports First Quarter Fiscal Year 2022 Financial Results Better than Expected First Quarter Net Sales of $454.9 million versus Previous Guidance First Quarter GAAP EPS of $0.20 and Adjusted EPS of $0.25 Company Reaffirms Full Fiscal Ye

Exhibit 99.1 Hain Celestial Reports First Quarter Fiscal Year 2022 Financial Results Better than Expected First Quarter Net Sales of $454.9 million versus Previous Guidance First Quarter GAAP EPS of $0.20 and Adjusted EPS of $0.25 Company Reaffirms Full Fiscal Year 2022 Guidance Lake Success, NY, November 9, 2021?The Hain Celestial Group, Inc. (Nasdaq: HAIN) (?Hain Celestial?, ?Hain? or the ?Compa

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ???????????? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 9, 2021 ???????????? THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ???????????? Delaware 0-22818 22-3240619 (State or othe

Fifth Amendment to Third Amended and Restated Credit Agreement, dated September 17, 2021, by and among the Company, the Lenders party thereto and Bank of America, N.A., as administrative agent.

Exhibit 10.1 FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of September 17, 2021 (this ?Amendment?), is by and among THE HAIN CELESTIAL GROUP, INC., a Delaware corporation (the ?Company?), the Lenders (as defined below) party hereto and BANK OF AMERICA, N.A., as administrative agent (in such capacity, th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 or ☐ Transition R

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ???????????? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2021 ???????????? THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ???????????? Delaware 0-22818 22-3240619 (State or oth

DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

definitive proxy statement

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, filed with the SEC on August 26, 2021).

EX-3.1 2 exh31-restatedcertificateo.htm EX-3.1 EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION OF THE HAIN CELESTIAL GROUP, INC. The Hain Celestial Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: A. The present name of the Corporation is The Hain Celestial Group, Inc. B. The Corporation was incorporate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2021 or ? Transition Report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the transition period from to . Commission File No. 0-22818 THE

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ???????????? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 26, 2021 ???????????? THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ???????????? Delaware 0-22818 22-3240619 (State or other

Separation Agreement, dated July 15, 2021, between the Company and Jeryl Wolfe.

EXHIBIT 10.9 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the ?Agreement?) is made and entered into this 15th day of July, 2021 by and between The Hain Celestial Group, Inc. (?Hain? or ?Company?) and Jeryl Wolfe (?Employee?). WHEREAS, Hain and Employee wish to amicably terminate the relationship; NOW, THEREFORE, in consideration of the mutual promises and

Subsidiaries of the Company.

EXHIBIT 21.1 Subsidiaries of the Registrant Subsidiary Jurisdiction of Organization Acirca, Inc. Delaware AMI Holdings, Inc. Delaware AMI Operating, Inc. Texas Avalon Holding Corporation Delaware Avalon Natural Products, Inc. California Celestial Seasonings, Inc. Delaware Charter Baking Company, Inc. Delaware Clark?s UK Limited United Kingdom Cresset Limited Ireland Cully & Sully Limited Ireland D

Hain Celestial Reports Fourth Quarter and Fiscal Year 2021 Financial Results Fourth Quarter Net Income Improved by $37 million from $4 million in the Prior Year Fourth Quarter GAAP EPS of $0.40; Adjusted EPS of $0.39 Fourth Quarter Adjusted EBITDA Gr

Exhibit 99.1 Hain Celestial Reports Fourth Quarter and Fiscal Year 2021 Financial Results Fourth Quarter Net Income Improved by $37 million from $4 million in the Prior Year Fourth Quarter GAAP EPS of $0.40; Adjusted EPS of $0.39 Fourth Quarter Adjusted EBITDA Growth of 10% Announces Incremental $300 Million Share Repurchase Authorization Provides Fiscal Year 2022 Guidance Lake Success, NY, August

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ???????????? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 ???????????? THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ???????????? Delaware 0-22818 22-3240619 (State or other j

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ???????????? FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2021 ???????????? THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ???????????? Delaware 0-22818 22-3240619 (State or other ju

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 or ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0-228

Hain Celestial Reports Third Quarter Fiscal Year 2021 Financial Results 244 Basis Point Expansion of Gross Margin Net Income Growth of 37% Adjusted EBITDA Growth of 22% Gross Margin Improvement and Adjusted EBITDA Growth Expected to Continue

Exhibit 99.1 Hain Celestial Reports Third Quarter Fiscal Year 2021 Financial Results 244 Basis Point Expansion of Gross Margin Net Income Growth of 37% Adjusted EBITDA Growth of 22% Gross Margin Improvement and Adjusted EBITDA Growth Expected to Continue Lake Success, NY, May 6, 2021?The Hain Celestial Group, Inc. (Nasdaq: HAIN) (?Hain Celestial?, ?Hain? or the ?Company?), a leading organic and na

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Hain Celestial Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 405217100 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is fi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ———————————— FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2021 ———————————— THE HAIN CELESTIAL GROUP, INC. (Exact name of registrant as specified in its charter) ———————————— Delaware 0-22818 22-3240619 (State or oth

Hain Celestial Reports Second Quarter Fiscal Year 2021 Financial Results Fourth Consecutive Quarter of Net Sales Growth 376 Basis Point Expansion of Gross Margin $43.1 Million Improvement in Operating Cash Flow Gross Margin Improvement and Adjusted E

Exhibit 99.1 Hain Celestial Reports Second Quarter Fiscal Year 2021 Financial Results Fourth Consecutive Quarter of Net Sales Growth 376 Basis Point Expansion of Gross Margin $43.1 Million Improvement in Operating Cash Flow Gross Margin Improvement and Adjusted EBITDA Growth Expected to Continue Lake Success, NY, February 9, 2021—The Hain Celestial Group, Inc. (Nasdaq: HAIN) (“Hain Celestial”, “Ha

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2020 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0-

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. _______)*

UNITED STATES* SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hain Celestial Group Inc. (Name of Issuer) Common (Title of Class of Securities) 405217100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Hain Celestial Group Inc/The (Name of Issuer) Common Stock (Title of Class of Securities) 405217100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Hain Celestial Group, Inc. (Name of Issuer) (Title of Class of Securities) 405217100 (CUSIP Number) December 31, 2020 (Date

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Hain Celestial Group, Inc. (Name of Issuer) (Title of Class of Securities) 405217100 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule

SC 13G/A

us4052171000012921.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 11) HAIN CELESTIAL GROUP INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 405217100 - (CUSIP Number) December 31, 2020 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs