HAIN CELESTIAL GROUP INC

Fourth Amendment to Fourth Amended and Restated Credit Agreement

On September 11, 2025, the Company entered into the Fourth Amendment (the “Fourth Amendment”) to its Fourth Amended and Restated Credit Agreement, dated December 22, 2021 (the “Credit Agreement”), by and among the Company, the lenders party thereto and Bank of America, N.A., as administrative agent.

Pursuant to the Fourth Amendment, the Company and the lenders agreed to, among other things, amend certain provisions relating to interest rate, revolving commitment availability, mandatory prepayment, reporting and the affirmative and negative covenants under the Credit Agreement. The amendments to financial covenants under the Fourth Amendment include (x) an increase in the Company’s maximum consolidated secured leverage ratio level to 5.00:1.00 for the quarter ended June 30, 2025 and to 5.50:1.00 for the quarter ending September 30, 2025 and thereafter, (y) a decrease in the Company’s minimum consolidated interest coverage ratio level to 2.00:1.00 for the quarter ending September 30, 2025 and thereafter and (z) the addition of a covenant to maintain a minimum Consolidated EBITDA (as such term is defined in the Credit Agreement as amended by the Fourth Amendment) of (i) $17,000,000 for the fiscal quarter ending September 30, 2025 and (ii) $52,000,000 for the cumulative two fiscal quarters ending September 30, 2025 and on December 31, 2025.

Following the Fourth Amendment, loans under the Credit Agreement will bear interest at (a) the Secured Overnight Financing Rate plus a credit spread adjustment of 0.10% plus 4.0% per annum or (b) the Base Rate (as defined in the Credit Agreement) plus 3.0% per annum.

The Fourth Amendment also reduced the size of the revolving credit facility under the Credit Agreement from $700 million to $600 million in the aggregate, with the U.S. revolving credit facility reduced from $385 million to $330 million and the global revolving credit facility reduced from $315 million to $270 million.

Departure of Global Chief Supply Chain Officer

On September 12, 2025, the Company eliminated the position of Global Chief Supply Chain Officer as part of a restructuring of the Company’s operating model. Accordingly, Steven R. Golliher, the Company’s current Global Chief Supply Chain Officer, will leave the Company effective November 3, 2025.

Mr. Golliher is entitled to severance due to the termination of his employment by the Company without cause, as described in the Proxy Statement for the Company’s 2024 Annual Meeting of Stockholders filed with the SEC on September 19, 2024, subject to his execution of a separation agreement and release of claims.

Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements

During the three months ended June 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), adopted, terminated ormodified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).