Hain Celestial SEC Filings

Alison E. Lewis, Interim President and CEO and a director of Hain Celestial Group Inc. (HAIN), reported two purchases of the issuer's common stock and one disposition in a Form 4 filing. On 09/18/2025 she acquired 30,000 shares at a weighted average price of $1.4889 and on 09/19/2025 she acquired 44,895 shares at a weighted average price of $1.5021; both purchases were held indirectly through an Individual Retirement Account, bringing her total indirect beneficial ownership to 74,895 shares. The filing also shows a disposition of 23,016 shares (date not specified in the line item). The purchases were executed in multiple trades with disclosed price ranges and weighted-average prices; the filer authorized counsel to provide detailed trade-level data on request.

Hain Celestial Group presents its definitive proxy detailing governance, director pay, and executive transitions for fiscal year ended June 30, 2025. The Board will seek ratification of Ernst & Young LLP as independent auditors. Governance topics include annual review of key documents, board refreshment, director compensation with equity-heavy alignment, audit committee financial literacy, and adherence to SASB Processed Foods standards. Alison E. Lewis was appointed Interim President and CEO effective May 7, 2025 and receives a $100,000 monthly base salary plus a one-time RSU award valued at $900,000 vesting May 7, 2026 with pro-rata vesting if terminated under certain conditions. Former CEO Wendy P. Davidson departed May 6, 2025 and received cash severance totaling $156,539, unused vacation $53,365 and COBRA premiums $2,591, and accelerated RSUs. The company reported no payouts under the 2025 AIP because threshold goals were not met. Long-term incentives (2025–2027 LTIP) tie PSUs to relative TSR, adjusted EBITDA margin and unlevered free cash flow. The company discloses equity award balances, plan share reserves, and certain officers’ severance arrangements (e.g., Chad Marquardt cash severance $875,500). The market close price used for valuation on June 30, 2025 was $1.52 per share.

HAIN Celestial Group, Inc. reported multiple non-cash impairments and portfolio actions during fiscal 2025 as it continues a portfolio simplification. The company recorded a $21,100 aggregate non-cash impairment for Sensible Portions™ and Imagine™ tradenames and recognized other impairment charges related to personal care assets including a $26.8 million charge for assets held for sale. Several small divestitures and deconsolidations (ParmCrisps™, Thinsters™, Queen Helene™ and others) resulted in pretax losses and past-year impairment charges, while the company also recognized a $5,396 pre-tax gain on a previously equity-accounted investment and a $1,600 pretax gain on sale of long-lived assets. Balance sheet pressure is evident: total debt facilities aggregate $1.1 billion (Term Loans and Revolver) maturing December 22, 2026, with amended covenant leverage and interest-coverage requirements. The Board announced the exit of the former CEO and initiated a strategic portfolio review. The company faces ongoing multi-district litigation (approximately 80 federal cases) and continues transformation and cybersecurity governance activities.

The reporting person, Michael Ragusa, an officer (SVP, Chief Accounting Officer) of Hain Celestial Group Inc (HAIN), had restricted share units (RSUs) vest on 09/06/2025. A total of 641 RSUs vested, which converted into 641 shares of common stock before tax withholding. The issuer withheld 201 shares to satisfy tax obligations, leaving the reporting person with 4,174 shares beneficially owned after the transactions. The filing shows prior vesting under the same award: 640 RSUs vested on 09/06/2023 and 641 RSUs on 09/06/2024.

Kristy Meringolo, an officer (Chief Legal & Corporate Affairs Officer) of Hain Celestial Group Inc. (HAIN), had 5,345 restricted share units (RSUs) vest on 09/06/2025, resulting in the receipt of 5,345 shares of common stock prior to tax withholding. The issuer withheld 1,676 shares to satisfy tax withholding, leaving the reporting person with 78,101 shares beneficially owned after the transactions. The RSU award originally covered 16,035 RSUs, with 5,345 RSUs vesting on each of 09/06/2023, 09/06/2024 and 09/06/2025.

Steven R. Golliher, Global Chief Supply Chain Officer of Hain Celestial Group Inc (HAIN), reported the vesting of restricted share units (RSUs) on 09/06/2025. A grant of 3,562 RSUs vested, converting into 3,562 shares of the issuer's common stock before tax withholding. The company withheld 1,117 shares to satisfy tax obligations, leaving the reporting person with 51,917 shares beneficially owned after the transactions.

The filing shows prior vesting under the same award: 3,564 RSUs vested on each of 09/06/2023 and 09/06/2024 and 3,562 RSUs on 09/06/2025. The Form 4 was signed by an attorney-in-fact on 09/09/2025 and discloses routine equity compensation settlement rather than open-market trading.

Wolfgang Goldenitsch, President, International of Hain Celestial Group, reported the vesting of restricted share units and subsequent share withholding for taxes. On 09/06/2025, 5,345 restricted share units (RSUs) vested, which entitled the reporting person to 5,345 shares of the issuer's common stock. The issuer withheld 2,673 shares to satisfy tax withholding obligations related to that vesting.

After the transactions reported on the Form 4, the reporting person is shown as beneficially owning 61,155 shares of HAIN common stock (the form also shows 63,828 shares in a related line prior to the withholding). The Form 4 was signed by an attorney-in-fact on behalf of the reporting person.

Barrow Hanley filed a Schedule 13G reporting no beneficial ownership of Hain Celestial Group Inc. The filing names Hain Celestial Group Inc common stock (CUSIP 405217100) and shows 0 shares and 0% of the class. The filer is identified as an investment adviser (type: IA) organized in Delaware with a principal business address listed in Dallas, TX, while the issuer's principal executive office is listed in Hoboken, NJ. The filing includes a certification that the securities, where applicable, would be held in the ordinary course of business and not to influence control of the issuer.