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DATE

Monday, Sept. 14, 2026 at 8:00 a.m. ET

CALL PARTICIPANTS

• President and Chief Executive Officer - Alison Lewis
• Chief Financial Officer - Lee Boyce
• Vice President of Investor Relations - Alexis Tessier

TAKEAWAYS

• Net Sales -- $263 million, a 28% decrease year over year primarily reflecting the divestiture of the North American snacks business.
• Organic Net Sales -- Decreased 2% year over year, driven by a 2 percentage point decline in volume/mix and flat pricing.
• Adjusted Gross Margin -- 22.7%, a 230 basis point increase year over year reflecting productivity savings and volume/mix benefits.
• Adjusted EBITDA -- $19 million, down from $20 million in the prior year period due to cost inflation and volume declines.
• Adjusted Net Loss Per Diluted Share -- $0.05, compared to an adjusted net loss of $0.02 in the prior year period.
• Free Cash Flow -- $58 million for the full fiscal year, representing an improvement from an outflow of $3 million in the prior year.
• Net Debt -- $500 million, a reduction of $151 million or approximately 25% since the beginning of the fiscal year.
• Inventory Efficiency -- Days inventory outstanding improved to 80 days from 88 days in the prior year period.
• North America Organic Net Sales -- Increased 2% year over year, driven by growth in meal prep and the yogurt category.
• International Organic Net Sales -- Declined 4% year over year, representing a sequential improvement from the 8% decline reported in the third quarter.
• North America Adjusted EBITDA -- $16 million, representing a 55% increase year over year and a 14.4% margin.
• Baby & Kids Organic Net Sales -- Declined 11% year over year, reflecting lower sales of purees and formula in North America and purees in the United Kingdom.
• Meal Prep Organic Net Sales -- Increased 3% year over year, primarily driven by growth in the yogurt category in North America.
• The Greek Gods Yogurt Growth -- High teens percentage dollar sales growth, resulting in market share gains within the category.
• Celestial Seasonings Tea Performance -- Reported growth for both the quarter and the full year, with wellness tea dollar sales increasing by high single digits.
• International Divestiture Net Proceeds -- Expected to range between $305 million to $310 million following the close of the sale of the International business.
• Cost Improvement Target -- Management identified $16 million in annual run rate cost savings through a zero-based budgeting review.
• Transformation Implementation Costs -- Estimated at approximately $20 million, with 70% to be incurred during fiscal 2027.
• Marketing Investment -- Planned increase of approximately 100 basis points as a percentage of net sales to support core brand growth.
• Pro Forma Total Debt -- Estimated at approximately $250 million following the International sale, representing a 55% reduction from June 30, 2026.
• Net Secured Leverage Ratio -- 4.5x at the end of the fiscal fourth quarter, providing headroom against the credit agreement covenant of 5.5x.
• SG&A -- $63 million, a 7% decrease year over year primarily driven by a reduction in employee-related expenses.
• Stranded Cost Elimination -- Management reported the removal of the entirety of the $25 million in stranded costs associated with the North American snacks divestiture.
• Tariff Refunds -- A $1.9 million positive impact recorded in the fourth quarter.
• International Adjusted Gross Margin -- 16.6%, a 555 basis point decrease year over year driven by cost inflation and productivity shortfalls.

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RISKS

• Boyce warned that the International divestiture is contingent upon the company securing a credit agreement amendment to extend the maturity, and there can be no assurance that an amendment will be obtained.
• Boyce stated that if the credit agreement amendment is not obtained within 30 days of signing, the buyer, Aurelius, would have the right to terminate the agreement.

SUMMARY

The Hain Celestial Group, Inc. (HAIN -1.30%) reported it has reached a definitive agreement to sell its International business to Aurelius for $323 million in cash as part of a multiyear strategy to simplify its portfolio and reduce debt. Management indicated that following the divestiture, the company will focus on its North American business, specifically the yogurt, tea, and baby and kids categories. The company reported full year free cash flow of $58 million and a net debt reduction of $151 million, while identifying an additional $16 million in annual run rate cost improvements through a zero-based budgeting review.

• Lewis reported that the North American business returned to organic sales growth in the fourth quarter, with adjusted gross margin in the segment expanding by nearly 1,200 basis points.
• Management stated that the innovation renewal rate, measuring sales from products launched or relaunched in the last three years, reached high single digits in North America.
• Boyce indicated that proceeds from the International sale will be used to pay down the entirety of the outstanding term loan and more than 35% of the revolver balance.
• The company plans to increase marketing investment by approximately 100 basis points as a percentage of net sales in fiscal 2027 to support brands including Celestial Seasonings and The Greek Gods.
• Management noted that Earth's Best purees saw a 30% increase in base velocity following a strategic portfolio simplification.
• Boyce stated that every day of inventory is worth approximately $3 million, highlighting the impact of reducing days inventory outstanding to 80 days.

INDUSTRY GLOSSARY

• Base Velocity: The rate of sales for a specific product within the retail locations where it is currently distributed.
• COGS: Cost of Goods Sold, representing the direct costs of producing the goods sold by a company.
• EBITDA: Earnings Before Interest, Taxes, Depreciation, and Amortization, a measure of core operating profitability.
• GAAP: Generally Accepted Accounting Principles, the standard framework of guidelines for financial accounting used in any given jurisdiction.
• IRR (Innovation Renewal Rate): The percentage of net sales generated from new or relaunched products introduced within the last three years.
• SKU (Stock Keeping Unit): A unique identifier for each distinct product and service that can be purchased in business.
• TSA (Transition Services Agreement): An agreement where the seller of a business provides infrastructure or support services to the buyer for a specific period after the sale.

Full Conference Call Transcript

Operator: Hello, everyone. Thank you for joining us, and welcome to The Hain Celestial fiscal fourth quarter earnings call. I will now hand the conference over to Alexis Tessier, Vice President of Investor Relations. Alexis, please go ahead.

Alexis Tessier: Good morning, and thank you for joining us for a review of our fiscal fourth quarter and full year 2026 results. I am joined this morning by Alison Lewis, our President and Chief Executive Officer, and Lee Boyce, our Chief Financial Officer. Slide two shows our forward-looking statements disclaimer. As you are aware, during the course of this call, we will make forward-looking statements within the meaning of federal securities law. These include expectations and assumptions regarding this company's future operation and financial performance and condition. These statements are based on our current expectations and involve risks and uncertainties that could cause actual results to differ materially from our expectations.

Please refer to our most recent annual report on Form 10-K, our annual report on Form 10-K expected to be filed today, our quarterly reports on Form 10-Q, and our other reports filed from time to time with the SEC, as well as the press release issued this morning for a detailed discussion of the risks. We have also prepared a presentation inclusive of additional supplemental financial information, which is posted on our website at hain.com under the Investors heading. As we discuss our results today, unless noted as reported, our remarks will focus on non-GAAP or adjusted financial measures.

Reconciliations of non-GAAP financial measures to GAAP results are available in the earnings release and the slide presentation accompanying this call. This call is being webcast and an archive will be made available on the website. Now I'd like to turn the call over to Alison.

Alison Lewis: Thank you, Alexis. Good morning, everyone, and thank you all for joining the call today. Fiscal Year 2026 was a pivotal year for Hain. Over the past 12 months, we took decisive actions to simplify our portfolio, pay down debt, improve execution, drive greater cost discipline, and sharpen our strategic focus. While there is more work ahead, we are exiting the year with improving momentum, stronger cash generation, and a clear plan to drive growth and profitability in the go-forward business. Earlier today, we announced that we reached a definitive agreement to sell our international business to a private equity firm, Aurelius, for $323 million in cash.

This transaction would represent an important step in the evolution of Hain, and when coupled with the fiscal Q3 divestiture of our North American snacks business, would mark a significant milestone in the simplification and strengthening of our portfolio. We believe we found a strong home for our international business in Aurelius, and I want to thank our international employees for their dedication, passion, and contributions to Hain over many years. They have built remarkable brands, which we are confident will thrive under the new ownership. The sale is expected to be completed in our fiscal second quarter, and proceeds from the transaction would be used to further reduce debt.

As noted in our announcement, the transaction is conditioned upon securing an amendment for our credit agreement to extend the maturity, and we remain in active discussions with our lenders regarding that amendment. Once the transaction is closed, the resulting portfolio would be a North American business comprised of leading brands in attractive categories with a more streamlined operating model and a greater focus on core growth opportunities. Importantly, the strength of this portfolio was demonstrated in our fourth quarter results. North America returned to organic sales growth, expanded gross margin by nearly 1,200 basis points, and increased adjusted EBITDA by 55% year-over-year. These results reflect the benefits of a streamlined portfolio, stronger execution, productivity initiatives, and disciplined cost management.

Looking forward, the simplified portfolio will allow us to concentrate our resources and management attention on the areas where we see the greatest potential to create value. Fiscal 2026 also marked a year of substantial balance sheet improvement. We reduced net debt by $151 million through a combination of actions resulting from our strategic review and strong free cash flow generation of $58 million. This free cash flow improvement was driven by a number of factors, including tighter working capital management, meaningful inventory reduction, productivity initiatives, and disciplined cost control. These factors not only drove cash generation in the year but strengthened our operational foundation.

The international transaction would further reduce debt significantly and position us to continue the ongoing transformation of our portfolio and capital structure. Our focus will now shift to simplifying the organization and aligning our cost structure with the scale of the future North America business to drive growth and profitability. Turning now to our performance. As I mentioned earlier, we exited fiscal 2026 with improved momentum across many areas of the business. Additionally, we made significant progress against our strategic priorities, including portfolio simplification, debt reduction, cash generation, and operational improvement. During the quarter, we delivered sequential improvement in organic net sales growth across the business as our five actions to win continued to gain traction across the organization.

These actions include simplifying our portfolio, accelerating renovation and innovation, implementing strategic revenue growth management, driving productivity and working capital efficiency, and strengthening our digital capabilities. Importantly, we see measurable results from these initiatives. Our innovation renewal rate, or IRR, expanded year-over-year in both North America and international to a high single digit and low teen percentage, respectively, for fiscal 2026. IRR is a measure of the percent of net sales coming from new or relaunched SKUs in the last three years and a strong validation that our innovation is delivering results. E-commerce sales delivered strong double-digit growth in Q4 year-over-year with our largest pure-play and omni-channel customers in North America, reflecting the progress of our digital transformation initiatives.

Productivity efforts in supply chain continue to deliver substantial COGS reduction. While the environment remains dynamic and challenges persist in certain categories, these results reinforce our confidence that the actions we are taking are beginning to strengthen the business and build the foundation for future growth. In North America, organic net sales returned to growth in Q4, increasing 2% year-over-year. For the full fiscal year, North America organic net sales were effectively flat, representing a meaningful improvement from prior years. Our yogurt business remained a standout performer. The Greek Gods delivered strong double-digit growth along with share gains and remains an excellent example of how innovation, brand investment, and disciplined commercial execution can drive sustained results.

We are seeing emerging strength across the rest of our core business, including Celestial Seasonings Tea, which delivered growth in both the quarter and the year, driven in part by the success of our wellness tea innovation. Earth's Best Finger Foods, the largest piece of our Earth's Best business, with strong double-digit growth supported by the continued success of our self-feeding platform. More broadly, the quarter reinforced our confidence in the potential of our go-forward North American portfolio. Within our International segment, while organic net sales for Q4 declined 4% year-over-year, the decline moderated sequentially by roughly 400 basis points relative to the third quarter trends. We saw improved performance sequentially across meal prep, beverages, and baby and kids.

While spreads and drizzles remains a challenge category, we are encouraged by the early response to our Hartley's renovation and innovation launched in the fourth quarter. Combined with the improvements we are seeing across the broader portfolio, the International business is positioned well for its new ownership. We were also pleased with the improvement in profit margins delivered during the quarter. Gross margin and adjusted EBITDA margin both expanded year-over-year, driven by improvement in North America. As expected, following the Snacks divestiture, North America delivered significant improvement in profitability, reinforcing our confidence in the earnings power of the underlying portfolio and the benefits of a more focused business model.

Consistent with trends throughout fiscal 2026, the vast majority of the year's gross margin and adjusted EBITDA pressure remain concentrated within International, where inflation, productivity shortfalls, and unfavorable mix continued to weigh on profitability. More broadly, fiscal 2026 demonstrated that the actions we have taken are producing early tangible results. Exiting 2026, we see indications that the business is stabilizing, profit margins are improving, and we have a stronger operating foundation. As we enter fiscal 2027, our focus is on building on the progress made over the past year while completing the work required to establish a focused, appropriately scaled North American Hain.

Following the completion of the International transaction, our portfolio would be concentrated on leading better-for-you brands in attractive categories, including The Greek Gods yogurt, Celestial Seasonings tea, and Earth's Best finger foods and cereal. Completion of the International transaction would be an important milestone, but it would not be the end of our work. Our priorities for fiscal 2027 are clear and supported by detailed plans already underway. First, we will aggressively align our organization and cost structure with the scale and needs of the future North American business. This summer, we completed a rigorous bottoms-up, zero-based budgeting review across the organization. That work identified specific actions to align cost structure with the size of our go-forward North American business.

These actions are expected to simplify our operating model and deliver more than $16 million of annual run rate cost improvement. In addition, this exercise identified opportunities to optimize our marketing budget, driving greater impact for our key growth brands. Importantly, we expect to increase marketing investment year-over-year on both an absolute basis as well as percentage of net sales. These actions, the majority of which are expected to be implemented in fiscal 2027, support a pro forma gross margin of approximately 30-plus percent and adjusted EBITDA margin of low double-digit percentage. We have clear ownership, timing, and implementation plans and are moving with urgency to deliver these savings.

Second, we will remain disciplined in managing our financial position in light of the upcoming maturity date on the company's credit facilities in December. Proceeds from the International transaction will be used to reduce debt while maintaining rigorous oversight of working capital spending, and transformation investments. Fiscal 2027 will include investments required to execute our cost reduction program and establish the appropriate operating model for the future business. We will balance these near-term requirements with disciplined capital allocation and our continued focus on exploring any and all opportunities to further reduce debt and address the upcoming maturity. Third, we will shift investment behind our strongest brands and growth platforms.

As I just outlined, we have identified opportunities to optimize our marketing spend, and we plan to increase marketing investment year-over-year by approximately 100 basis points of net sales to support brand building and innovation across Celestial Seasonings, The Greek Gods and Earth's Best. This investment will build on the progress we are already seeing across the core portfolio. The work ahead is about establishing the right cost structure, the right portfolio, and the right level of investment to support a stronger North American Hain while continuing to explore all opportunities to maximize the value of the enterprise for the benefit of stakeholders.

The actions taken throughout fiscal 2026, together with the detailed plans underway for fiscal 2027, would position us to become a more focused, profitable, and operationally stronger company. With that, I will turn the call over to Lee to review our financial results and cost structure initiatives in even greater detail.

Lee Boyce: Thank you, Alison, and good morning, everyone. Before discussing our fourth quarter results, I would like to begin with the improvement in free cash flow and the significant reduction in debt, which were among the most important accomplishments of fiscal 2026. As Alison mentioned, we had strong cash flow delivery in the quarter. Free cash flow for the fourth quarter was $7 million, an increase compared to the outflow of $9 million in the year ago period. The improvement was primarily driven by favorable working capital performance, including benefits from accounts payable, inventory reduction, and a lower net loss, partially offset by lower accounts receivable inflow.

Free cash flow for the full year was $58 million as compared to an outflow of $3 million in the prior year. We are pleased with the progress we made on inventory driven by improved operating discipline. Days inventory outstanding improved year-over-year to 80 days in the quarter from 88 days in the prior year period. It was up compared to 73 days in Q3 2026. Note that every day of inventory is worth approximately $3 million. We made sequential progress on our days payable outstanding, with days payable outstanding of 62 days in the quarter, an improvement from 59 days in Q3 2026, but slightly below 65 days in the year ago period.

CapEx of $5 million in the quarter was down from $6 million in the prior year period. Looking ahead, we would expect capital expenditures to decrease year-over-year as our North American business is significantly less capital intensive than our international business. Strong cash flow generation this quarter brought cash on hand to $58 million and net debt to $500 million, a reduction of $151 million, or approximately 25% since the beginning of the fiscal year. We also have $186 million of available liquidity under our revolver and remain in compliance with all credit agreement covenants. With net leverage of 4.5x in the quarter, we have plenty of headroom under our covenant at 5.5x.

We have a disciplined and prudent approach to capital management and continue to prioritize debt reduction. We have reduced net debt by $277 million over the past 12 quarters. We remain in active discussions with our lenders regarding an amendment of our credit agreement to extend the current maturity date. If reached, extension would be a near-term solution and an important step that provides additional flexibility as we continue to work on reducing our leverage. We are working closely with all parties and will provide an update when we are able. We have made significant progress in the elimination of stranded costs resulting from the sale of the North American snacks business.

In fiscal 2026, we initiated actions to remove the entirety of the $25 million in stranded costs, which was ahead of our initial timeline. Additionally, our Transition Services Agreement, or TSA, is generating proceeds from providing ongoing support to the divested snacks business. Together with the actions taken to date, this has essentially eliminated any near-term stranded cost impacts. As Alison mentioned, this summer, we completed a robust bottom-up, zero-based budgeting review across the organization that identified specific actions to align cost structure with the size of our go-forward North America business. We have concrete action plans in place to enact $16 million of annual run rate cost improvement.

We expect the vast majority of that savings capture to be completed by the end of fiscal 2027, with the full completion within 18 months. We estimate the one-time cost to implement these savings will be approximately $20 million, with 70% of that incurred in fiscal 2027, and the remainder incurred in fiscal 2028. These actions will simplify our operating model and support the future growth of our North American business, implying pro forma gross margin of approximately 30%+ and low double-digit percentage adjusted EBITDA margin. Turning now to performance. For the fourth quarter, we saw an organic net sales decline of 2% year-over-year as lower sales in the international segment offset organic net sales growth in North America.

The decline in organic net sales reflected a two percentage point decrease in volume mix and flat price. Adjusted gross margin was 22.7% in the fourth quarter. This represents a 230 basis point increase year-over-year. The year-over-year increase was driven primarily by volume mix and productivity savings, partially offset by cost inflation. Additionally, there was a $1.9 million positive impact from tariff refunds in the quarter. SG&A decreased 7% year-over-year to $63 million in the fourth quarter, primarily driven by a reduction in employee-related expenses. SG&A represented 23.8% of net sales for the quarter as compared to 18.6% in the year ago period.

The increase in SG&A as a percentage of net sales was primarily driven by costs associated with the strategic review and the lower sales base. We delivered adjusted EBITDA of $19 million in the fourth quarter compared to $20 million a year ago. The decrease was driven primarily by cost inflation and a decrease in volume mix, partially offset by lower SG&A and productivity savings. Adjusted EBITDA margin was 7.1%, a 160 basis points increase from the prior year period. Interest expense fell 7% year-over-year to $12 million in the quarter, primarily driven by lower outstanding borrowings. We have hedged our rate exposure on more than 70% of our loan facility with fixed rates at 7.1%.

We continue to prioritize reducing net debt over time. Adjusted net loss, which excludes the effect of restructuring charges amongst other items, was $4 million in the quarter, or $0.05 per diluted share, as compared to adjusted net loss of $2 million or $0.02 per diluted share in the prior year period. Turning now to our individual reporting segments. In North America, organic net sales growth of 2% year-over-year was primarily driven by growth in meal prep due to strength in yogurt, partially offset by lower sales in baby and kids. Fourth quarter adjusted gross margin in North America was 31.1%, an increase of nearly 1,200 basis points versus the prior year period.

The increase was driven primarily by an increase in volume mix following the divestiture of the snacks business, as well as productivity savings, partially offset by cost inflation. Again, there was a $1.9 million positive impact from tariff refunds. Adjusted EBITDA in North America was $16 million, reflecting an increase of 55% from the year ago period and representing 14.4% of net sales. The increase resulted primarily from the reduction in SG&A as well as productivity savings, partially offset by lower volume mix and cost inflation.

In our international business, organic net sales declined 4% year-over-year in the quarter, an improvement from the 8% decline year-over-year in the third quarter, driven by sequential improvement in baby and kids, beverages, and meal prep. The year-over-year decline was primarily driven by lower sales in meal prep and baby and kids, partially offset by growth in beverages. International adjusted gross margin was 16.6%, a 555 basis points decrease versus the prior year period. The decrease was driven primarily by cost inflation, partially offset by productivity savings. Adjusted EBITDA was $12 million, reflecting a decrease of 41% compared to the prior year period and representing 8.1% of net sales.

The decrease was driven primarily by cost inflation and lower volume mix, partially offset by productivity savings. Now turning to category performance. In baby and kids, organic net sales were down 11% year-over-year, driven primarily by formula and purees in North America and purees in the U.K., partially offset by growth in finger foods in North America. We have simplified our portfolio of Earth's Best purees and are seeing a 30% increase in base velocity as a result of these strategic winning portfolio actions. Formula remains a small piece of our Earth's Best brand, where we are implementing strategic actions with a focused set of customers.

We continue to prioritize Earth's Best investment behind our key growth platforms, finger foods and cereal. In international, we are seeing improvement in Ella's Kitchen as we lap last year's industry-wide declines. In the beverages category, organic net sales were down 2% year-over-year, as 3% organic net sales growth in both tea in North America and private label non-dairy beverage in international was more than offset by the lack of promotional activity in North America. Wellness teas remained strong, growing dollar sales up high single digits and gaining share. In meal prep, organic net sales growth was 3% year-over-year. The increase was driven primarily by yogurt in North America.

The Greek Gods continue to outpace the category, growing dollar sales by high teens percent and gaining share. As a reminder, following the sales of the North American snacks business, the snacks category is comprised solely of jellies in the international segment. Organic net sales growth in snacks was down 7% year-over-year, driven by SKU rationalization as we prepare for the brand relaunch. Turning now to our outlook. As mentioned earlier, subject to the satisfaction of the closing conditions outlined in our SEC filings, we would expect the international divestiture to close in our fiscal second quarter. Net proceeds from the transaction are expected to range between $305 million and $310 million.

With these proceeds, we will pay down the entirety of our outstanding term loan and more than 35% of the outstanding balance of our revolver. Our pro forma total debt outstanding as of June 30th, 2026, would be approximately $250 million, a reduction of approximately 55%. Again, these numbers are based on the current Forex rates and are subject to change relative to Forex rates at the time of the transaction close. We remain in active discussions with our lenders to reach an agreement on the amendment of the company's credit agreement to extend the current maturity. The international divestiture is contingent upon the company securing this amendment, and there can be no assurance that an amendment will be obtained.

If the amendment is not obtained within 30 days of signing, Aurelius would have the right to terminate the agreement. We will provide updates on both the international divestiture and the credit agreement amendment as we are able. As we begin fiscal 2027, our top priority is managing our capital structure and debt while continuing to align our North American business for growth. Throughout the year, we expect that there will be various one-time costs associated with the execution of our plans. I will provide regular updates on our quarterly calls to showcase our progress. We are actively pursuing multiple components of our strategic review process that make providing traditional guidance challenging.

I look forward to sharing more on future calls. Now I turn the call back to Alison for some closing remarks.

Alison Lewis: Thanks, Lee. In closing, fiscal 2026 was a defining year for Hain. We made meaningful progress in simplifying the portfolio, paying down debt, improving cash generation, and sharpening our strategic focus on areas where we believe we can create the most value. While our transformation is not complete, we are entering fiscal 2027 as a more focused company with a stronger operational foundation and a clear plan for the work ahead. We are encouraged by the early operational progress and the improved execution across the business demonstrated in the quarter and plan on continuing to work to strengthen Hain's financial position and create value for all stakeholders.

Our priorities are straightforward: manage our capital structure and balance sheet, align our cost structure with our future North America business, continue improving operational performance, and unlock the full potential of a focused North America Hain. Given the ongoing discussions with lenders and the pending international sale, we will not be hosting a Q&A session this quarter. The update we provided on today's call and in our SEC filings is the extent of the detail that we are able to share publicly. We will provide relevant updates on the transaction and the strategic review as we are able. Finally, I want to thank our employees, customers, consumers, and other stakeholders for their continued support throughout this transformative year.

Thank you again, and I appreciate all of you joining today.

Operator: This concludes today's call. Thank you for attending. You may now disconnect.