HAIN CFO reports 16,181 RSUs vested; 4,742 shares withheld

Hain Celestial (HAIN) reported an insider equity transaction by its Chief Financial Officer, Lee A. Boyce.

Accepted by SEC EDGAR 10/28/2025 - 04:02 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Hain Celestial (HAIN) reported an insider equity transaction by its Chief Financial Officer, Lee A. Boyce. On October 25, 2025, 16,181 restricted stock units (RSUs) vested, delivering 16,181 shares of common stock before tax withholding.

The company withheld 4,742 shares at $1.44 to cover taxes, leaving the reporting person with 35,614 common shares beneficially owned directly after the transactions. A further 16,182 RSUs remain outstanding under the award, scheduled to vest on October 25, 2026.

Insider Trade Summary

16,181 shares exercised/converted

Exercise 3 txns

Insider Boyce Lee A.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	16,181	$0.00	$0.00
Exercise	Common Stock	16,181	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	4,742	$1.44	$7K

Holdings After Transaction: Restricted Stock Units — 16,182 contracts (Direct); Common Stock — 35,614 shares (Direct)

Holdings Before and After: Restricted Stock Units, 32,363 to 16,182 contracts (Direct); Common Stock, 24,175 to 35,614 shares (Direct)

Footnotes (4)

1. F1. On October 25, 2025, the Reporting Person had 16,181 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 16,181 shares of common stock of the Issuer prior to withholding for taxes.
2. F2. The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.
3. F3. The Issuer withheld 4,742 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 16,181 RSUs, pursuant to the terms of the applicable award agreement.
4. F4. Of the 48,544 RSUs under this award, 16,181 RSUs vested on each of October 25, 2024 and October 25, 2025 and 16,182 RSUs vest on October 25, 2026.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did HAIN disclose in this Form 4?

The CFO, Lee A. Boyce, had 16,181 RSUs vest on October 25, 2025, receiving the same number of common shares before tax withholding.

How many HAIN shares were withheld for taxes?

The issuer withheld 4,742 shares at a price of $1.44 to satisfy tax obligations tied to the RSU vesting.

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

Following the transactions, the reporting person directly owns 35,614 shares of HAIN common stock.

How many RSUs remain for the HAIN CFO and when do they vest?

There are 16,182 RSUs remaining under the award, scheduled to vest on October 25, 2026.

What were the transaction codes used in the filing?

Code M reflects conversion of RSUs into common stock; code F reflects share withholding for taxes.

What is the officer’s role at HAIN?

The reporting person is HAIN’s Chief Financial Officer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Boyce Lee A.

(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)
	Chief Financial Officer

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)		16,181	A	(2)	40,356	D
Common Stock	10/25/2025		F(3)		4,742	D	$1.44	35,614	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 Stock Units	(2)	10/25/2025		M			16,181	(4)	(4)	Common Stock	16,181	$0	16,182	D

Explanation of Responses:

1. On October 25, 2025, the Reporting Person had 16,181 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 16,181 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 4,742 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 16,181 RSUs, pursuant to the terms of the applicable award agreement.

4. Of the 48,544 RSUs under this award, 16,181 RSUs vested on each of October 25, 2024 and October 25, 2025 and 16,182 RSUs vest on October 25, 2026.

	/s/ Andrew S. Burchill, as Attorney-in-Fact for Lee A. Boyce	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.
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