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Alison Lewis (HAIN) Reports IRA Purchases; 74,895 Shares Beneficially Owned

Filing Impact
(Moderate)
Filing Sentiment
(Positive)
Form Type
4

Rhea-AI Filing Summary

Alison E. Lewis, Interim President and CEO and a director of Hain Celestial Group Inc. (HAIN), reported two purchases of the issuer's common stock and one disposition in a Form 4 filing. On 09/18/2025 she acquired 30,000 shares at a weighted average price of $1.4889 and on 09/19/2025 she acquired 44,895 shares at a weighted average price of $1.5021; both purchases were held indirectly through an Individual Retirement Account, bringing her total indirect beneficial ownership to 74,895 shares. The filing also shows a disposition of 23,016 shares (date not specified in the line item). The purchases were executed in multiple trades with disclosed price ranges and weighted-average prices; the filer authorized counsel to provide detailed trade-level data on request.

Positive

  • Insider purchases reported: Interim CEO acquired a total of 74,895 shares across two transactions, indicating insider buying activity.
  • Clear disclosure: Price ranges and weighted-average prices are provided with an undertaking to supply trade-level details on request.

Negative

  • Limited context for disposition: A disposition of 23,016 shares is reported in the table without date or explanatory context in the line item.
  • Indirect ownership via IRA: Purchases are held indirectly, which may limit the signal compared with direct insider purchases.

Insights

TL;DR: Insider purchases by the interim CEO total 74,895 shares held in an IRA; transactions appear routine rather than transformative.

The Form 4 discloses two small-dollar purchases executed over two days at average prices near $1.49–$1.50, increasing indirect ownership to 74,895 shares. The purchases were made in an IRA rather than directly, and one separate disposition of 23,016 shares is reported without additional context in the table. For investors, these transactions signal insider buying activity but are modest relative to typical market-capitalization-scale ownership stakes. No derivative transactions or option exercises are reported.

TL;DR: The filing documents compliant Section 16 reporting of multiple small purchases and a sale, with clear execution-price ranges and counsel-supplied trade detail.

The report is properly executed and signed by an attorney-in-fact, includes explanatory footnotes detailing price ranges and weighted averages, and classifies the holdings as indirect via an IRA. The presence of both acquisitions and a disposition in close temporal proximity is notable but the filing offers no additional narrative or plan-based explanation. From a governance perspective, disclosures meet Form 4 requirements and provide avenues for stakeholders to request transaction-level information.

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*
LEWIS ALISON

(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Interim President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/18/2025
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 09/18/2025 P 30,000 A $1.4889(1) 30,000 I By Individual Retirement Account
Common Stock 09/19/2025 P 44,895 A $1.5021(2) 74,895 I By Individual Retirement Account
Common Stock 23,016 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
Explanation of Responses:
1. The transaction was executed in multiple trades at prices ranging from $1.4883 to $1.49. The price reported reflects the weighted average purchase price. The reporting person undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.
2. The transaction was executed in multiple trades at prices ranging from $1.4999 to $1.52. The price reported reflects the weighted average purchase price. The reporting person undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.
/s/ Andrew S. Burchill, as Attorney-in-Fact for Alison E. Lewis 09/22/2025
** 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 insider transactions did Alison E. Lewis report for HAIN?

The Form 4 reports two purchases: 30,000 shares on 09/18/2025 at a weighted average $1.4889 and 44,895 shares on 09/19/2025 at $1.5021, both held indirectly in an IRA; it also reports a disposition of 23,016 shares.

How many HAIN shares does Alison E. Lewis beneficially own after these transactions?

The filing shows 74,895 shares beneficially owned indirectly following the reported purchases.

Were the trades executed at single prices or multiple prices?

Each purchase was executed in multiple trades; the filing discloses price ranges ($1.4883–$1.49 and $1.4999–$1.52) and reports weighted-average prices.

Are these transactions direct or indirect holdings?

Both reported purchases are held indirectly through an Individual Retirement Account according to the Form 4.

Who signed the Form 4 filing for Alison E. Lewis?

The filing is signed by Andrew S. Burchill as Attorney-in-Fact for Alison E. Lewis, dated 09/22/2025.
Hain Celestial

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