This is a routine administrative amendment with no financial restatements. The retention program signals management's focus on closing the International business sale to AURELIUS. Monitor for closing of that transaction and any subsequent restructuring or capital allocation plans. The stock's $0.56 close and $18M market cap reflect severe distress — watch for further strategic alternatives or potential restructuring.
Price Chart
Executive Summary
Hain Celestial filed Amendment No. 1 to its FY2026 10-K solely to add Part III proxy-required disclosures (director/officer biographies, executive compensation, beneficial ownership) since no proxy will be filed within 120 days, and to disclose a new Fiscal 2027 Retention Program. The CEO received a $2.8M cash retention payment and the CFO received $1.5M, tied to the pending sale of the International business to AURELIUS. No financial restatements, auditor changes, or corrections to previously issued financials are included.
Key Facts
- Amendment adds Part III items (director/officer info, executive comp, ownership) because no proxy will be filed within 120 days of FY2026 end
- No restatements, auditor changes, or corrections to financial statements
- Fiscal 2027 Retention Program approved Oct 19, 2026: CEO Alison Lewis received $2,800,000 cash retention payment, CFO Lee Boyce received $1,500,000
- Retention payments tied to keeping executives during strategic review and pending sale of International business to AURELIUS (announced Sep 12, 2026)
- Named executive officers forfeited rights to strategic success bonus, outstanding retention awards, and FY2027 annual bonus in exchange for retention payments
- Retention payments subject to clawback if executive resigns without good reason or is terminated for cause before 15 months, 30 days post-change-of-control, or 30 days post-Chapter 11 emergence
- Auditor: Ernst & Young LLP (Jericho, NY) — unchanged
- 5% holders: CastleKnight Master Fund (9.88%), Nantahala Capital (9.37%), Goldman Sachs (5.74%), AQR Capital (5.35%)
- Stock closed at $0.56 on June 30, 2026; market cap ~$18M as of filing date
- No PSUs will vest under the 2024-2026 LTIP based on actual performance
Financial Impact
CEO retention payment $2.8M, CFO retention payment $1.5M — cash outflows tied to retaining key executives during International business sale process
Risk Factors
- Pending International business sale may not close on expected terms or timeline
- Retention payments create cash outflow without guaranteed strategic outcome
- Extremely low stock price ($0.56) and market cap ($18M) indicate potential going-concern or delisting risk
- No PSU vesting under 2024-2026 LTIP suggests poor operational performance
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 10-K/A Filing (Primary) | 0001193125-26-430619 |
| Document: hain-ex31_1.htm | 0001193125-26-430619 |
| Document: hain-ex31_2.htm | 0001193125-26-430619 |
| Document: 0001193125-26-430619-index-headers.html | 0001193125-26-430619 |
| Document: 0001193125-26-430619-index.html | 0001193125-26-430619 |
| Document: 0001193125-26-430619.txt | 0001193125-26-430619 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 3d ago | 10-K/A | $0.1640 | awaiting T+5 | — | $0.1488 (−9.27%) |
Oct 23, 2026 4d ago | SC 13G | $0.1500 | awaiting T+5 | — | $0.1488 (−0.80%) |
Oct 19, 2026 7d ago | 3 | $0.2324 | awaiting T+5 | — | $0.1488 (−35.97%) |
Oct 19, 2026 7d ago | 3 | $0.2324 | awaiting T+5 | — | $0.1488 (−35.97%) |
Oct 15, 2026 12d ago | 8-K | $0.2819 $0.1568 | ▲ +44.38% | ▲ +43.36% | $0.1488 (+47.22%) |
Oct 14, 2026 13d ago | Court Ruling | $0.2819 $0.1568 | ▼ −44.38% | ▼ −43.36% | $0.1488 (−47.22%) |
Sep 22, 2026 4w ago | Institutional Cluster | $0.5613 $0.5004 | ▼ −10.85% | ▼ −9.66% | $0.1488 (−73.49%) |
Sep 14, 2026 6w ago | 8-K | $0.6001 $0.5529 | ▼ −7.87% | ▼ −7.97% | $0.1488 (−75.20%) |
Sep 14, 2026 6w ago | Press Release | $0.6001 $0.5529 | ▲ +7.87% | ▲ +7.97% | $0.1488 (+75.20%) |
Sep 14, 2026 6w ago | Press Release | $0.6001 $0.5529 | ▼ −7.87% | ▼ −7.97% | $0.1488 (−75.20%) |
US Market Status
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