Hain Celestial SEC Filings

The Hain Celestial Group, Inc. (HAIN) reported that one of its officers, listed as Ch Legal & Corp Affairs Offcr, received an equity award of 155,556 restricted share units on 12/12/2025.

Each restricted share unit represents a contingent right to receive one share of the company’s common stock, so the grant corresponds to 155,556 underlying shares if vesting conditions are met. The award was made under Hain Celestial’s 2026-2028 Long Term Incentive Program and vests in three equal annual installments on the first, second and third anniversaries of the grant date. After this grant, the officer directly holds 155,556 derivative securities.

The Hain Celestial Group, Inc. reported an equity award to its President, International, in an insider ownership filing. On 12/12/2025, the executive received 155,556 restricted share units (RSUs), each representing a contingent right to receive one share of the company’s common stock.

The RSUs were granted as part of the company’s 2026-2028 Long Term Incentive Program and vest in three equal annual installments on the first, second and third anniversaries of the grant date. The filing shows the executive directly beneficially owning 155,556 derivative securities after the transaction, with an exercise price of $0 per RSU.

The Hain Celestial Group's chief financial officer, Lee A. Boyce, reported a grant of 244,445 restricted share units (RSUs) on 12/12/2025. Each RSU represents a contingent right to receive one share of the company’s common stock. The award is part of Hain Celestial’s 2026-2028 Long Term Incentive Program and vests in three equal annual installments on each of the first, second and third anniversaries of the grant date. After this transaction, Boyce directly holds 244,445 derivative securities in the form of RSUs, reported at a price of $0 per unit.

The Hain Celestial Group’s President and CEO, Alison E. Lewis, reported several equity award changes dated December 15, 2025. She had 377,515 restricted share units (RSUs) vest, delivering the same number of common shares before taxes.

To cover tax withholding on this vesting, the company withheld 124,281 shares, leaving Lewis with 276,250 shares held directly and 74,895 shares held through an individual retirement account. In connection with her transition from interim to permanent CEO, 243,174 RSUs from a prior interim award were forfeited.

Lewis also received new equity awards: 650,000 RSUs that vest in three equal annual installments and 1,500,000 performance share units (PSUs), each PSU representing one share and eligible to vest if specified stock price targets are met within three years.

The Hain Celestial Group named Alison E. Lewis as its permanent President and Chief Executive Officer, effective December 15, 2025. She will receive an annual base salary of $850,000 and is eligible for an annual bonus targeted at 100% of salary, with a maximum of 150% of that target.

Lewis was granted 1,500,000 performance share units that vest over up to three years if the stock achieves average closing prices of $3, $5, $7 and $9 for 30 trading days, and 650,000 restricted share units that vest in equal annual installments over three years, all subject to continued employment. If she is terminated without cause or resigns for good reason, she is eligible for cash severance based on salary and target bonus, continued health coverage for up to 12 months, and enhanced benefits in connection with a change in control.

The Hain Celestial Group, Inc. registered 3,000,000 additional shares of common stock on Form S-8 for issuance under its 2022 Long Term Incentive and Stock Award Plan, as amended. The increase was approved by stockholders on October 30, 2025 and the filing was made under General Instruction E, incorporating prior S-8s from 2022 and 2024.

The registration supports future equity awards to employees, directors, and other eligible participants pursuant to the plan’s terms. The filing includes customary exhibits, such as the legal opinion, auditor consent, and the plan amendments.

The Hain Celestial Group (HAIN) filed its quarterly report for the three months ended September 30, 2025. Net sales were $367.9 million versus $394.6 million a year ago, and the company posted a net loss of $20.6 million, or $0.23 per share. Gross profit was $68.1 million, and operating results shifted to a loss of $6.9 million from income of $3.1 million last year.

Cash and cash equivalents were $47.9 million, with total assets of $1.58 billion. Long‑term debt (less current portion) was $708.6 million; revolving credit facility borrowings were $464.0 million and term loans were $253.7 million. Interest and other financing expense, net, was $15.5 million. The company remained in compliance with its credit covenants.

Hain executed a Fourth Amendment to its Credit Agreement, reducing the Revolver to $600.0 million, increasing interest to Term SOFR + 4.00% (or Base Rate + 3.00%), and setting a minimum Consolidated EBITDA of $17.0 million for the quarter and $52.0 million cumulatively for the two quarters ending December 31, 2025. Restructuring program costs totaled $13.5 million in the quarter. Shares outstanding were 90,567,218 as of November 3, 2025.

The Hain Celestial Group, Inc. furnished an update on its business by announcing it issued a press release detailing financial results for its first quarter ended September 30, 2025. The disclosure was made under Item 2.02 (Results of Operations and Financial Condition), with the release attached as Exhibit 99.1.

The company stated the information is being furnished and not deemed “filed” under Section 18 of the Exchange Act. Hain’s common stock (symbol HAIN) is listed on the Nasdaq. The report was signed by Chief Financial Officer Lee A. Boyce.

The Hain Celestial Group reported results from its 2025 Annual Meeting held on October 30, 2025. Stockholders approved an amendment to the 2022 Long Term Incentive and Stock Award Plan, increasing the shares available for issuance from 12,950,000 to 15,950,000, subject to adjustments described in the plan.

All seven director nominees were elected to serve until the next annual meeting. The advisory vote approving named executive officer compensation passed with 51,146,526 votes for, 7,641,573 against, and 548,873 abstentions. Stockholders also ratified the appointment of Ernst & Young LLP as the independent auditor for the fiscal year ending June 30, 2026, with 67,627,763 votes for, 1,614,672 against, and 159,551 abstentions.