Hain Celestial Insider: 5,345 RSUs Vest; 1,676 Shares Withheld for Taxes

Rhea-AI Filing Summary

Kristy Meringolo, an officer (Chief Legal & Corporate Affairs Officer) of Hain Celestial Group Inc. (HAIN), had 5,345 restricted share units (RSUs) vest on 09/06/2025, resulting in the receipt of 5,345 shares of common stock prior to tax withholding. The issuer withheld 1,676 shares to satisfy tax withholding, leaving the reporting person with 78,101 shares beneficially owned after the transactions. The RSU award originally covered 16,035 RSUs, with 5,345 RSUs vesting on each of 09/06/2023, 09/06/2024 and 09/06/2025.

Positive

• Officer received scheduled compensation through vesting of 5,345 RSUs, reflecting management retention alignment with shareholder interests
• Tax withholding performed via share surrender (1,676 shares) rather than cash, reducing cash outflow for the officer and simplifying administration
• Filing shows compliance and timely reporting, signed by attorney-in-fact and submitted within standard disclosure practices

Negative

• Net increase in free-floating shares of the issuer due to vesting, which contributes modestly to share count
• Withholding reduces the reporting person's post-transaction ownership from gross vested shares, slightly lowering her stake than full vesting amount

Insights

Securities Analyst

TL;DR: Officer received vested RSUs and customary withholding reduced net shares; transaction is routine and non-dilutive beyond scheduled vesting.

This Form 4 reports a standard equity compensation vesting event for a named officer. The reporting person received 5,345 shares on vesting while the company withheld 1,676 shares to satisfy tax obligations. The transactions reflect scheduled vesting under an existing award (16,035 RSUs total with equal tranches over three years) rather than new grants or open-market trades. For investors, this is a routine insider share receipt and tax withholding, not an indicator of unusual insider buying or selling activity.

Corporate Governance Expert

TL;DR: Vesting and withholding align with typical executive compensation practices; no governance red flags evident from this filing.

The filing documents normal fulfillment of previously granted RSUs with pro rata vesting over three anniversaries. The withholding of 1,676 shares to meet tax obligations is a common practice and reduces immediate dilution impact. The Form 4 is timely and properly signed by an attorney-in-fact, indicating procedural compliance. There is no disclosure here of new awards, accelerated vesting, or waiver of restrictions that would raise governance concerns.

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^*

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)
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)		5,345	A	(2)	79,777	D
Common Stock	09/06/2025		F(3)		1,676	D	$1.82	78,101	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			5,345	(4)	(4)	Common Stock	5,345	$0	0	D

Explanation of Responses:

1. On September 6, 2025, the Reporting Person had 5,345 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 5,345 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 1,676 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 5,345 RSUs, pursuant to the terms of the applicable award agreement.

4. Of the 16,035 RSUs under this award, 5,345 RSUs vested on each of September 6, 2023, September 6, 2024 and September 6, 2025.

	/s/ Andrew S. Burchill, as Attorney-in-Fact for Kristy Meringolo	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.
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FAQ

What did Kristy Meringolo report on the Form 4 for HAIN?

The report discloses that 5,345 RSUs vested on 09/06/2025, resulting in receipt of 5,345 shares and withholding of 1,676 shares for taxes.

How many HAIN shares does the reporting person beneficially own after the transaction?

Following the reported transactions the filing shows the reporting person beneficially owned 78,101 shares of HAIN common stock.

What was the size and schedule of the RSU award referenced in the filing?

The award covered 16,035 RSUs with 5,345 RSUs vesting on each of 09/06/2023, 09/06/2024 and 09/06/2025.

Did the Form 4 report any open-market purchases or sales?

No. The Form 4 reports vesting of RSUs and a withholding of shares for taxes; there were no open-market purchase or sale transactions disclosed.

Was a price reported for the shares withheld for taxes?

Yes. The filing lists a price of $1.82 in connection with the 1,676 shares withheld to satisfy tax withholding obligations.