Hain Celestial CFO reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Hain Celestial Group (HAIN) reported an insider equity event for its Chief Financial Officer, Lee A. Boyce. On October 28, 2025, 21,234 restricted share units (RSUs) vested, resulting in the delivery of 21,234 shares of common stock. To cover tax withholding, the issuer withheld 6,222 shares at a reported price of $1.35 per share, coded as an F transaction.

Following these transactions, the officer directly beneficially owned 50,626 shares. The RSUs were part of a 63,702‑unit award, with 21,234 RSUs vesting on October 28, 2025 and an additional 21,234 RSUs scheduled to vest on each of October 28, 2026 and October 28, 2027. The RSU exercise price was $0, and the share issuance related to the vesting was coded as M (conversion of derivative to underlying shares).

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^*

Boyce Lee A.

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2025

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	10/28/2025		M(1)		21,234	A	(2)	56,848	D
Common Stock	10/28/2025		F(3)		6,222	D	$1.35	50,626	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)	10/28/2025		M			21,234	(4)	(4)	Common Stock	21,234	$0	42,468	D

Explanation of Responses:

1. On October 28, 2025, the Reporting Person had 21,234 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 21,234 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 6,222 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 21,234 RSUs, pursuant to the terms of the applicable award agreement.

4. Of the 63,702 RSUs under this award, 21,234 RSUs vested on October 28, 2025 and 21,234 RSUs vest on each of October 28, 2026 and October 28, 2027.

	/s/ Andrew S. Burchill, as Attorney-in-Fact for Lee A. Boyce	10/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did HAIN report on this Form 4?

The CFO had 21,234 RSUs vest on October 28, 2025, converting into 21,234 common shares.

How many HAIN shares were withheld for taxes and at what price?

The issuer withheld 6,222 shares at a reported price of $1.35 per share to satisfy tax withholding.

What is the CFO’s HAIN share ownership after the transactions?

Direct beneficial ownership following the reported transactions is 50,626 shares.

What do transaction codes M and F indicate here?

M reflects the conversion of RSUs into common stock; F reflects share withholding to cover taxes.

What remains of the RSU award and when do they vest?

From a 63,702‑unit award, 21,234 RSUs vest on October 28, 2026 and 21,234 RSUs on October 28, 2027.

What was the exercise price for the RSUs converted to shares?

The RSUs had an exercise price of $0.