Hain Celestial: Ragusa receives 3,884 vested shares

The award covered 11,651 RSUs, with installments vesting on October 25, 2024, October 25, 2025, and October 25, 2026.

Rhea-AI Filing Summary

Hain Celestial Group (HAIN) reports that Michael Ragusa, its SVP, Chief Accounting Officer, had 3,884 restricted share units vest on October 25, 2026, receiving 3,884 common shares before withholding. The issuer withheld 1,331 shares to satisfy tax-withholding obligations tied to the vesting, under the applicable award agreement.

Insider Trade Summary

3,884 shares exercised/converted

Exercise 3 txns

Insider Ragusa Michael

Role SVP, Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units F2, F4	3,884	$0.00	$0.00
Exercise	Common Stock F1, F2	3,884	--	--
Tax Withholding	Common Stock F3	1,331	$0.15	$199.65

Holdings After Transaction: Restricted Share Units — 0 contracts (Direct); Common Stock — 12,410 shares (Direct)

Footnotes (4)

1. F1. On October 25, 2026, the Reporting Person had 3,884 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 3,884 shares of common stock of the Issuer prior to withholding for taxes.
2. F2. The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.
3. F3. The Issuer withheld 1,331 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 3,884 RSUs, pursuant to the terms of the applicable award agreement.
4. F4. Of the 11,651 RSUs under this award, 3,883 RSUs vested on October 25, 2024, and 3,884 RSUs vested on each of October 25, 2025 and October 25, 2026.

Key Figures

RSUs vested: 3,884 RSUs Common shares received: 3,884 shares Shares withheld: 1,331 shares +2 more

5 metrics

RSUs vested 3,884 RSUs October 25, 2026

Common shares received 3,884 shares Upon vesting on October 25, 2026, before tax withholding

Shares withheld 1,331 shares Withheld for tax obligations tied to the October 25, 2026 vesting

RSUs under award 11,651 RSUs Award vesting schedule

RSUs vested 3,883 RSUs October 25, 2024

Key Terms

restricted share units, tax withholding obligations, award agreement

3 terms

restricted share units technical

"3,884 restricted share units ("RSUs") vest"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

tax withholding obligations financial

"to satisfy the tax withholding obligations"

award agreement technical

"pursuant to the terms of the applicable award agreement"

An award agreement is a legal contract that spells out the terms of a pay or equity grant—such as stock options, restricted shares, or cash bonuses—given to an employee, director or consultant. It describes what is being granted, any conditions for keeping it (for example, earning it over time or meeting performance targets), and what happens if the person leaves or breaks rules. Investors care because these agreements affect company costs, potential share dilution and how executives are motivated and rewarded.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many HAIN shares did Michael Ragusa receive when his RSUs vested?

Michael Ragusa, SVP, Chief Accounting Officer, received 3,884 shares of Hain Celestial Group common stock when 3,884 RSUs vested on October 25, 2026, before withholding. The issuer withheld 1,331 shares to satisfy the related tax-withholding obligations under the applicable award agreement.

What was the vesting schedule for Michael Ragusa's HAIN RSU award?

The award included 11,651 RSUs. Of those, 3,883 vested on October 25, 2024, and 3,884 vested on each of October 25, 2025 and October 25, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/27/2026 - 06:56 PM EDT Accepted by SEC EDGAR 10/27/2026 - 06:56 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ragusa Michael

(Last) (First) (Middle)

C/O THE HAIN CELESTIAL GROUP, INC.

221 RIVER STREET, 12TH FLOOR

(Street)

HOBOKEN NEW JERSEY 07030

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HAIN CELESTIAL GROUP INC [ HAIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, Chief Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/25/2026		M(1)		3,884	A	(2)	13,741	D
Common Stock	10/25/2026		F(3)		1,331	D	$0.15	12,410	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(2)	10/25/2026		M			3,884	(4)	(4)	Common Stock	3,884	$0	0	D

Explanation of Responses:

1. On October 25, 2026, the Reporting Person had 3,884 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 3,884 shares of common stock of the Issuer prior to withholding for taxes.

2. The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

3. The Issuer withheld 1,331 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 3,884 RSUs, pursuant to the terms of the applicable award agreement.

4. Of the 11,651 RSUs under this award, 3,883 RSUs vested on October 25, 2024, and 3,884 RSUs vested on each of October 25, 2025 and October 25, 2026.

	/s/ Andrew S. Burchill, as Attorney-in-Fact for Michael Ragusa	10/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)