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Hain Celestial Form 4: Golliher RSUs convert to 3,562 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine executive equity vesting led to issuance of 3,562 shares with 1,117 withheld for taxes; no indication of open-market sale.

The Form 4 documents a standard compensation settlement: RSUs vested and converted to common stock, with tax withholding executed by the issuer. The net change in beneficial ownership is modest relative to typical company capitalization and reflects compensation mechanics rather than a trading decision. This disclosure meets Section 16 reporting requirements and provides transparency on insider equity movements.

TL;DR: Compensation-driven issuance of shares under an RSU award; procedural disclosure aligns with governance and reporting norms.

The report details scheduled vesting under an existing award agreement and the issuer's tax withholding action. The pattern of annual vesting over 2023-2025 indicates a time-based retention structure. Filing by attorney-in-fact is properly executed. No governance red flags or material one-off transactions are evident from this Form 4 alone.

Insider Golliher Steven R.
Role Global Ch Supply Chain Officer
Type Security Shares Price Value
Exercise Restricted Share Units 3,562 $0.00 --
Exercise Common Stock 3,562 $0.00 --
Tax Withholding Common Stock 1,117 $1.82 $2K
Holdings After Transaction: Restricted Share Units — 0 shares (Direct); Common Stock — 53,034 shares (Direct)
Footnotes (1)
  1. On September 6, 2025, the Reporting Person had 3,562 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 3,562 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 1,117 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 3,562 RSUs, pursuant to the terms of the applicable award agreement. Of the 10,690 RSUs under this award, 3,564 RSUs vested on each of September 6, 2023 and September 6, 2024 and 3,562 RSUs vested on September 6, 2025.
Form 4 Insider Transactions: What Each Field Means →
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*
Golliher Steven R.
(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)
Global Ch Supply Chain Officer
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) 3,562 A (2) 53,034 D
Common Stock 09/06/2025 F(3) 1,117 D $1.82 51,917 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 3,562 (4) (4) Common Stock 3,562 $0 0 D
Explanation of Responses:
1. On September 6, 2025, the Reporting Person had 3,562 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 3,562 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 1,117 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 3,562 RSUs, pursuant to the terms of the applicable award agreement.
4. Of the 10,690 RSUs under this award, 3,564 RSUs vested on each of September 6, 2023 and September 6, 2024 and 3,562 RSUs vested on September 6, 2025.
/s/ Andrew S. Burchill, as Attorney-in-Fact for Steven R. Golliher 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What happened in the HAIN Form 4 filed by Steven R. Golliher?

3,562 RSUs vested on 09/06/2025 and converted into 3,562 shares, with 1,117 shares withheld for taxes.

How many shares did Steven R. Golliher beneficially own after the transactions?

51,917 shares of Hain Celestial Group Inc common stock were reported as beneficially owned following the transactions.

Were the shares sold on the open market in this Form 4?

No. The filing reports RSU vesting and tax withholding, not an open-market sale.

What is the RSU vesting history disclosed in the filing?

The award originally included 10,690 RSUs with vesting of 3,564 RSUs on 09/06/2023, 3,564 RSUs on 09/06/2024, and 3,562 RSUs on 09/06/2025.

Who signed the Form 4 for Steven R. Golliher and when?

The Form 4 was signed by Andrew S. Burchill, as Attorney-in-Fact for Steven R. Golliher on 09/09/2025.