Hain Celestial officer nets shares after RSU vesting and tax withhold

Rhea-AI Filing Summary

Hain Celestial Group (HAIN) reported an insider equity change: its Chief Legal & Corporate Affairs Officer had 9,709 restricted share units vest on October 25, 2025, converting into 9,709 common shares.

The company withheld 2,983 shares to cover taxes at $1.44 per share, leaving 84,827 shares beneficially owned directly after the transactions. This RSU award totals 29,127 units, vesting in three equal tranches in 2024, 2025, and 2026 (next tranche: 9,709 on October 25, 2026).

Insider Trade Summary

9,709 shares exercised/converted

Mixed 3 txns

Insider Meringolo Kristy

Role Ch Legal & Corp Affairs Offcr

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	9,709	$0.00	--
Exercise	Common Stock	9,709	$0.00	--
Tax Withholding	Common Stock	2,983	$1.44	$4K

Holdings After Transaction: Restricted Share Units — 9,709 shares (Direct); Common Stock — 87,810 shares (Direct)

Footnotes (1)

1. On October 25, 2025, the Reporting Person had 9,709 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 9,709 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 2,983 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 9,709 RSUs, pursuant to the terms of the applicable award agreement. Of the 29,127 RSUs under this award, 9,709 RSUs vested on each of October 25, 2024 and October 25, 2025 and 9,709 RSUs vest on October 25, 2026.

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^*

Meringolo Kristy

(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)
	Ch Legal & Corp Affairs Offcr

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2025

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	10/25/2025		M(1)		9,709	A	(2)	87,810	D
Common Stock	10/25/2025		F(3)		2,983	D	$1.44	84,827	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)	10/25/2025		M			9,709	(4)	(4)	Common Stock	9,709	$0	9,709	D

Explanation of Responses:

1. On October 25, 2025, the Reporting Person had 9,709 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 9,709 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 2,983 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 9,709 RSUs, pursuant to the terms of the applicable award agreement.

4. Of the 29,127 RSUs under this award, 9,709 RSUs vested on each of October 25, 2024 and October 25, 2025 and 9,709 RSUs vest on October 25, 2026.

	/s/ Andrew S. Burchill, as Attorney-in-Fact for Kristy Meringolo	10/28/2025
	** 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.

FAQ

What did HAIN disclose in this Form 4?

An officer had 9,709 RSUs vest on October 25, 2025, converting into the same number of common shares.

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

The issuer withheld 2,983 shares at $1.44 per share to satisfy tax obligations.

How many HAIN shares does the insider own after the transactions?

The insider beneficially owns 84,827 shares directly after the reported transactions.

What is the insider’s role at Hain Celestial (HAIN)?

The reporting person is an Officer, titled Chief Legal & Corporate Affairs Officer.

What is the vesting schedule for the reported RSU award?

The award totals 29,127 RSUs, vesting in three tranches of 9,709 on Oct 25, 2024, Oct 25, 2025, and Oct 25, 2026.

What transaction codes were used on the Form 4?

Code M for RSU conversion to shares and code F for share withholding to pay taxes.