Hain Celestial Insider Filing: Goldenitsch RSU Vesting and Withholding

Rhea-AI Filing Summary

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.

Positive

• 5,345 RSUs vested on 09/06/2025, resulting in issuance of 5,345 shares of common stock as disclosed
• 2,673 shares were withheld by the issuer to satisfy tax withholding obligations, consistent with the award terms
• Beneficial ownership figures are provided on the Form 4 (63,828 and 61,155) showing post-transaction holdings

Negative

• None.

Insights

Financial Analyst

TL;DR: This filing documents routine RSU vesting and tax-withholding, with no indication of additional purchases or sales.

The Form 4 shows the vesting of 5,345 RSUs resulting in the receipt of 5,345 shares and the withholding of 2,673 shares to satisfy tax obligations. The filing lists beneficial ownership figures of 63,828 shares on one line and 61,155 shares following the withholding. This is a standard equity-compensation event for an officer and does not reflect open-market transactions or option exercises beyond the vesting and withholding mechanics disclosed.

Corporate Governance Expert

TL;DR: A routine insider disclosure of vested RSUs and tax withholding; governance procedures appear followed.

The document identifies the reporting person as President, International and indicates the RSU award terms permitted share issuance upon vesting and withholding to meet tax obligations. The signature is provided by an attorney-in-fact, consistent with delegated execution. The filing contains no disclosures of additional arrangements, sales, or transfers beyond the RSU vesting and withholding described.

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

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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^*

Goldenitsch Wolfgang

(Last) (First) (Middle)

C/O THE HAIN CELESTIAL GROUP, INC.

221 RIVER STREET, 12TH FLOOR

(Street)

HOBOKEN NJ 07030

(City) (State) (Zip)

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)
	President, International

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2025

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

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

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

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	09/06/2025		M(1)		5,345	A	(2)	63,828	D
Common Stock	09/06/2025		F(3)		2,673	D	$1.82	61,155	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)	09/06/2025		M			5,345	(4)	(4)	Common Stock	5,345	$0	0	D

Explanation of Responses:

1. On September 6, 2025, the Reporting Person had 5,345 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 5,345 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 2,673 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 5,345 RSUs, pursuant to the terms of the applicable award agreement.

4. Of the 16,035 RSUs under this award, 5,345 RSUs vested on each of September 6, 2023, September 6, 2024 and September 6, 2025.

	/s/ Andrew S. Burchill, as Attorney-in-Fact for Wolfgang Goldenitsch	09/09/2025
	** 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.
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FAQ

What happened in the HAIN Form 4 filed by Wolfgang Goldenitsch?

The Form 4 reports that 5,345 RSUs vested on 09/06/2025, the reporting person received 5,345 shares and the issuer withheld 2,673 shares for taxes.

How many shares does the reporting person beneficially own after the transaction?

The Form 4 shows a post-transaction beneficial ownership figure of 61,155 shares (another line reports 63,828 prior to withholding).

Was cash paid or were shares sold in connection with the RSU vesting?

No sale or cash payment is reported; the filing shows shares were withheld to satisfy tax obligations, not sold in an open-market transaction.

What is the reporting person’s role at HAIN?

The reporting person is identified as President, International of Hain Celestial Group, Inc.

When did the RSU award schedule vest previously?

The filing states that of the 16,035 RSUs under the award, 5,345 RSUs vested on each of 09/06/2023, 09/06/2024 and 09/06/2025.