Hain Celestial (HAIN) details CEO RSU vesting and PSU equity grants awards

Rhea-AI Filing Summary

The Hain Celestial Group’s President and CEO, Alison E. Lewis, reported several equity award changes dated December 15, 2025. She had 377,515 restricted share units (RSUs) vest, delivering the same number of common shares before taxes.

To cover tax withholding on this vesting, the company withheld 124,281 shares, leaving Lewis with 276,250 shares held directly and 74,895 shares held through an individual retirement account. In connection with her transition from interim to permanent CEO, 243,174 RSUs from a prior interim award were forfeited.

Lewis also received new equity awards: 650,000 RSUs that vest in three equal annual installments and 1,500,000 performance share units (PSUs), each PSU representing one share and eligible to vest if specified stock price targets are met within three years.

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^*

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)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M(1)		377,515	A	(2)	400,531	D
Common Stock	12/15/2025		F(3)		124,281	D	$1.17	276,250	D
Common Stock								74,895	I	By Individual Retirement Account

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)	12/15/2025		M			377,515	(4)	(4)	Common Stock	377,515	$0	243,174	D
Restricted Share Units	(2)	12/15/2025		D			243,174	(4)	(4)	Common Stock	243,174	$0	0	D
Restricted Share Units	(5)	12/15/2025		A		650,000		(6)	(6)	Common Stock	650,000	$0	650,000	D
Performance Share Units	(7)	12/15/2025		A		1,500,000		(8)	(8)	Common Stock	1,500,000	$0	1,500,000	D

Explanation of Responses:

1. On December 15, 2025, the Reporting Person had 377,515 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 377,515 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 124,281 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 377,515 RSUs, pursuant to the terms of the applicable award agreement.

4. In connection with the Reporting Person's appointment as Interim President and Chief Executive Officer on May 7, 2025, the Reporting Person received a one-time grant of 620,689 RSUs (the "Interim RSU Award"). In connection with the Reporting Person's appointment as President and Chief Executive Officer effective December 15, 2025, the Interim RSU Award was treated as follows: 377,515 RSUs vested (representing a pro rata portion of the Interim RSU Award based on the number of days from May 7, 2025 to December 15, 2025, divided by 365) and the remaining 243,174 RSUs were forfeited.

5. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

6. The RSUs vest in three (3) equal annual installments on each of the first, second and third anniversaries of the date of grant.

7. Each performance share unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock.

8. If at any time before the third anniversary of the date of grant the average closing price per share of Company common stock for 30 consecutive trading days equals or exceeds certain applicable stock price target(s), the corresponding portion(s) of the PSUs will vest.

	/s/ Andrew S. Burchill, as Attorney-in-Fact for Alison E. Lewis	12/16/2025
	** 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 equity transactions did HAIN’s CEO report?

Alison E. Lewis, President and CEO of The Hain Celestial Group, reported the vesting of 377,515 RSUs, related tax share withholding, forfeiture of part of an earlier interim award, and receipt of new RSU and PSU grants.

How many HAIN restricted share units vested and how many shares were withheld for taxes?

On December 15, 2025, 377,515 RSUs vested, delivering the same number of common shares before taxes. The company withheld 124,281 shares of common stock to satisfy tax withholding obligations.

How many HAIN shares does the CEO beneficially own after these transactions?

Following the reported transactions, Alison E. Lewis beneficially owns 276,250 shares directly and 74,895 shares indirectly through an individual retirement account, in addition to her outstanding RSU and PSU awards.

What happened to the interim RSU award previously granted to HAIN’s CEO?

In connection with her appointment as Interim President and CEO on May 7, 2025, Lewis received an interim award of 620,689 RSUs. When she became President and CEO effective December 15, 2025, 377,515 of those RSUs vested on a pro rata basis and the remaining 243,174 RSUs were forfeited.

What new RSU grant did HAIN’s CEO receive on December 15, 2025?

Lewis received a new grant of 650,000 RSUs. These RSUs vest in three equal annual installments on each of the first, second and third anniversaries of the grant date.

What are the terms of the performance share units (PSUs) granted to HAIN’s CEO?

The CEO was granted 1,500,000 PSUs, each representing a contingent right to receive one share of common stock. Portions of the PSUs will vest if, before the third anniversary of the grant date, the average closing stock price for 30 consecutive trading days meets specified price targets.