Hain Celestial officer holds 66,009 shares after RSU vesting

Rhea-AI Filing Summary

Hain Celestial Group (HAIN) reported an insider equity update. On October 25, 2025, President, International Wolfgang Goldenitsch had 9,709 RSUs vest, delivering 9,709 shares of common stock prior to tax withholding. To cover taxes, the issuer withheld 4,855 shares at $1.44 per share.

Following these transactions, the reporting person directly beneficially owns 66,009 shares. The award totals 29,127 RSUs: 9,709 vested on October 25, 2024 and 2025, with 9,709 scheduled to vest on October 25, 2026. Table II shows 9,709 RSUs remaining outstanding.

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)
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)	70,864	D
Common Stock	10/25/2025		F(3)		4,855	D	$1.44	66,009	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 4,855 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 Wolfgang Goldenitsch	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).
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FAQ

What did HAIN disclose on this Form 4?

An officer reported the vesting of 9,709 RSUs, receipt of 9,709 shares, and tax withholding of 4,855 shares at $1.44 on October 25, 2025.

Who is the reporting person and role at HAIN?

The reporting person is Wolfgang Goldenitsch, HAIN’s President, International.

How many shares does the officer hold after the transactions?

Direct beneficial ownership is 66,009 shares after the reported transactions.

What is the RSU award size and vesting schedule?

The award is 29,127 RSUs: 9,709 vested on Oct 25, 2024 and Oct 25, 2025, and 9,709 vest on Oct 25, 2026.

How many RSUs remain outstanding after this vesting?

Table II shows 9,709 RSUs remaining outstanding.

Why were shares withheld, and at what price?

The issuer withheld 4,855 shares at $1.44 to satisfy tax obligations tied to the RSU vesting.