Business Description

1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business The Hain Celestial Group, Inc., a Delaware corporation (collectively with its subsidiaries, the “Company,” or “Hain Celestial,” “we,” “us” or “our”) was founded in 1993. Hain Celestial is a leading global health and wellness company whose purpose is to inspire healthier living for people, communities and the planet through better-for-you brands. For more than 30 years, Hain Celestial has intentionally focused on delivering nutrition and well-being that positively impacts today and tomorrow. Headquartered in Hoboken, N.J., Hain Celestial’s products across beverages, yogurt, baby/kids and meal preparation are marketed and sold around the world. The Company operates under two reportable segments: North America and International. The Company’s leading brands include Celestial Seasonings ® teas, The Greek Gods ® yogurt, Earth’s Best ® Organic and Ella’s Kitchen ® baby and kids foods, Joya ® and Natumi ® plant-based beverages, Hartley’s ® jelly, as well as Cully & Sully ® , Yorkshire Provender ® , and New Covent Garden ® soups, among others. Strategic Review During the fourth quarter of fiscal year 2025, we announced that our Board of Directors was conducting a comprehensive review of the Company’s portfolio with the assistance of our independent financial advisor. North American Snacks Transaction As part of this review, on February 27, 2026, the Company completed the sale (the “North American Snacks Transaction”) of its North American Snacks business, including Garden Veggie Snacks ™ , Terra ® chips and Garden of Eatin’ ® snacks as well as certain private label products (the “North American Snacks Business”) and received $ 111,200 in cash, reflecting the total purchase price of $ 115,000 less the holdback of an estimate for a customary inventory adjustment, which was finalized following the closing. The Company used the net proceeds of $ 101,100 from the North American Snacks Transaction to reduce the Company’s indebtedness. International Business Transaction As an additional step in the strategic review, on September 12, 2026, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with entities (the “Purchasers”) affiliated with global private equity firm AURELIUS pursuant to which, subject to the terms and conditions set forth therein, the Purchasers have agreed to acquire from the Company (the “International Business Transaction”) the entities that operate Hain Celestial’s International business in the United Kingdom, Ireland and Europe, including Ella’s Kitchen ® baby and kids foods, Joya ® and Natumi ® plant-based beverages, Hartley’s ® jelly, as well as Cully & Sully ® , Yorkshire Provender ® , and New Covent Garden ® soups (collectively, the “International Business”). The gross sale price for the International Business Transaction is £ 233,000 , plus an additional locked box ticker amount expected to be approximately £ 5,500 (depending on the date on which closing occurs) to compensate the Company for profits of the International Business during a specified period, for an estimated aggregate gross sale price of £ 238,500 , or approximately $ 323,200 . The aggregate net cash proceeds to be realized, after transaction expenses and taxes and including cash to be distributed from the International Business prior to closing, are expected to be between £ 225,100 and £ 228,800 , or between approximately $ 305,000 and $ 310,000 . Upon closing of the International Business Transaction, the Company would use the net proceeds to reduce the Company’s indebtedness. The foregoing U.S. Dollar figures are based on current foreign exchange rates and are subject to change based on foreign exchange rates in effect at the time the International Business Transaction closes. Consummation of the International Business Transaction is subject to the following closing conditions: (1) customary regulatory consents, approvals or non-objections from regulatory authorities in the United Kingdom, Austria, Ireland, Germany and Belgium, and (2) by October 12, 2026, the Company and its lenders entering into an amendment of the Company’s credit agreement, which currently has a maturity date of December 22, 2026, to extend such maturity date by not less than nine months. If the credit agreement amendment is not entered into by October 12, 2026, the Purchasers may terminate the Purchase Agreement.…