Hain Celestial: appoints 2 directors; international sale delayed

What happened

• The filing reports that on Oct 11, 2026 the board of The Hain Celestial Group, Inc. appointed Patricia Ferrari and Richard Shinder as directors, effective immediately. Ms. Ferrari was also appointed to the compensation committee and strategy committee, and Mr. Shinder was also appointed to the audit committee and strategy committee.
• The filing reports that on Sep 12, 2026 the company and certain subsidiaries entered into a Share Purchase Agreement with purchasers affiliated with AURELIUS to sell Hain Celestial’s international business in the United Kingdom, Ireland and Europe. Closing of that International Business Transaction was subject to the company and its lenders entering into an amendment of the company’s credit agreement by Oct 12, 2026; this condition was not satisfied.

Key details

• Director changes: Patricia Ferrari and Richard Shinder appointed Oct 11, 2026; Shervin J. Korangy and Carlyn R. Taylor resigned effective Oct 9, 2026.
• Compensation: each new non-employee director will receive a monthly cash fee of $30,000 and entered into the company’s standard indemnification agreement.
• International business sale: Share Purchase Agreement dated Sep 12, 2026 covers brands including Ella’s Kitchen, Joya, Natumi, Hartley’s, Cully & Sully, Yorkshire Provender and New Covent Garden.
• Status: the credit agreement amendment condition was not satisfied by Oct 12, 2026; the company is in discussions with AURELIUS and its lenders and “continues to pursue a path forward for completing the International Business Transaction.”

Why it may matter

• The filing reports an Item 5.02 director change (appointments and resignations) and an Item 8.01 other event (the International Business Transaction and the unmet closing condition). The filing does not show why the insider traded or why the company acted.