Short answer
HAIN CELESTIAL GROUP INC (HAIN) filed an 8-K current report with the SEC on September 14, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 2.02 (Results of Operations and Financial Condition), Item 5.02 (Departure/Election of Directors or Officers), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). AURELIUS-affiliated buyers agreed to acquire Hain’s U.K., Ireland and European International Business, including Ella’s Kitchen and Hartley’s.
HAIN CELESTIAL GROUP INC 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- AURELIUS-affiliated buyers agreed to acquire Hain’s U.K., Ireland and European International Business, including Ella’s Kitchen and Hartley’s
- Estimated gross proceeds £238.5 million, including £5.5 million locked-box amount, or approximately $323.2 million
- Expected net cash proceeds £225.1–£228.8 million, or approximately $305.0–$310.0 million, earmarked for debt reduction
- Closing depends on lender approval extending credit agreement maturity beyond December 22, 2026 by at least nine months
- Purchasers may terminate if the credit agreement amendment is not completed by October 12, 2026; closing targeted for fiscal second quarter ending December 31, 2026
Item 2.02 · Results of Operations and Financial Condition
- Exhibit 99.1 contains the company’s fiscal 2026 results or related financial information
- Disclosure furnished under Regulation FD, limiting Exchange Act Section 18 liability
Item 5.02 · Departure/Election of Directors or Officers
- Wolfgang Goldenitsch to cease executive officer role if International Business Transaction closes
- Potential leadership transition for Hain Celestial’s International Business
- Departure conditional on transaction closing, preserving near-term execution continuity
Item 7.01 · Regulation FD Disclosure
- Hain Celestial announced entry into a Purchase Agreement on September 14, 2026
- Press release furnished as Exhibit 99.2, containing the substantive transaction details
Item EX-99.1 · Exhibit EX-99.1
- FY26 net sales $1,353M, down 13%; organic sales declined 3%, reflecting continued volume/mix pressure
- FY26 adjusted EBITDA $89M versus $114M; adjusted net loss $16M versus $8M profit, signaling weaker underlying profitability
- Cash generation improved sharply: operating cash flow $78M and free cash flow $58M versus $22M and negative $3M
- Debt fell to $558M from $705M, but net secured leverage remained elevated at 4.5x
- Planned International sale would concentrate Hain on North America, while December debt maturity extension remains a key execution risk
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other HAIN CELESTIAL GROUP INC 8-K filings
Get the next HAIN 8-K as it lands
Follow HAIN for push alerts, or ask the research agent what this filing means.