Hain Celestial Group (HAIN) discloses CEO RSU vesting and PSU award
Rhea-AI Filing Summary
Hain Celestial Group’s President and CEO, who also serves as a director, reported significant equity activity. On December 15, 2025, 377,515 restricted share units (RSUs) vested, delivering the same number of common shares before taxes. To cover tax withholding on this vesting, the company withheld 96,003 shares at a price of $1.17 per share.
The filing explains that these RSUs came from a prior 620,689-unit interim CEO award, of which 377,515 units vested and 243,174 were forfeited when the executive became permanent President and CEO. On the same date, the executive received new grants of 650,000 RSUs and 1,500,000 performance share units (PSUs), each representing a right to receive one share of common stock, with PSUs vesting only if specified stock price targets are met.
Positive
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Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Share Units | 377,515 | $0.00 | -- |
| Disposition | Restricted Share Units | 243,174 | $0.00 | -- |
| Grant/Award | Restricted Share Units | 650,000 | $0.00 | -- |
| Grant/Award | Performance Share Units | 1,500,000 | $0.00 | -- |
| Exercise | Common Stock | 377,515 | $0.00 | -- |
| Tax Withholding | Common Stock | 96,003 | $1.17 | $112K |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- EXPLANATORY NOTE: The original Form 4, filed on December 16, 2025, is being amended by this Form 4 amendment solely to correct an inadvertent administrative error that resulted in the number of shares withheld to satisfy tax obligations being reported incorrectly. This Form 4 amendment also corrects the number of shares beneficially owned by the Reporting Person following the withholding transaction. The other transactions reported in this Form 4 amendment remain the same as reported in the original Form 4, filed on December 16, 2025. On December 15, 2025, the Reporting Person had 377,515 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 377,515 shares of common stock of the Issuer prior to withholding for taxes. The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting. The Issuer withheld 96,003 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 377,515 RSUs, pursuant to the terms of the applicable award agreement. In connection with the Reporting Person's appointment as Interim President and Chief Executive Officer on May 7, 2025, the Reporting Person received a one-time grant of 620,689 RSUs (the "Interim RSU Award"). In connection with the Reporting Person's appointment as President and Chief Executive Officer effective December 15, 2025, the Interim RSU Award was treated as follows: 377,515 RSUs vested (representing a pro rata portion of the Interim RSU Award based on the number of days from May 7, 2025 to December 15, 2025, divided by 365) and the remaining 243,174 RSUs were forfeited. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The RSUs vest in three (3) equal annual installments on each of the first, second and third anniversaries of the date of grant. Each performance share unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock. If at any time before the third anniversary of the date of grant the average closing price per share of Company common stock for 30 consecutive trading days equals or exceeds certain applicable stock price target(s), the corresponding portion(s) of the PSUs will vest.
FAQ
What insider transactions did Hain Celestial (HAIN) report for its CEO on December 15, 2025?
The CEO reported the vesting of 377,515 RSUs, resulting in receipt of the same number of common shares before taxes. The company withheld 96,003 shares to satisfy tax obligations linked to this vesting.
How were Alison E. Lewis’s interim RSUs at Hain Celestial (HAIN) treated when she became President and CEO?
From a 620,689-unit interim RSU award, 377,515 RSUs vested on the CEO appointment date, and 243,174 RSUs were forfeited. Each RSU represents a right to receive one share of Hain Celestial common stock.
What new equity awards did the Hain Celestial (HAIN) CEO receive on December 15, 2025?
The CEO received a new grant of 650,000 RSUs that vest in three equal annual installments and 1,500,000 performance share units (PSUs), each tied to one share of common stock.