Hain Celestial (HAIN) Form 4: 4,633 RSUs vest; 1,439 withheld

Hain Celestial Group (HAIN) reported an insider equity event for its SVP, Chief Accounting Officer.

Rhea-AI Filing Summary

Hain Celestial Group (HAIN) reported an insider equity event for its SVP, Chief Accounting Officer. On October 28, 2025, 4,633 RSUs vested, delivering the same number of common shares before tax withholding. The company then withheld 1,439 shares at $1.35 to cover taxes. Following these transactions, the reporting person beneficially owns 9,857 common shares directly.

The award originally covered 13,899 RSUs. After the vesting, 9,266 RSUs remain outstanding, with 4,633 RSUs scheduled to vest on October 28, 2026 and another 4,633 RSUs on October 28, 2027.

Insider Trade Summary

4,633 shares exercised/converted

Exercise 3 txns

Insider Ragusa Michael

Role SVP, Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Share Units	4,633	$0.00	$0.00
Exercise	Common Stock	4,633	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,439	$1.35	$2K

Holdings After Transaction: Restricted Share Units — 9,266 contracts (Direct); Common Stock — 9,857 shares (Direct)

Footnotes (4)

1. F1. On October 28, 2025, the Reporting Person had 4,633 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 4,633 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 1,439 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 4,633 RSUs, pursuant to the terms of the applicable award agreement.
4. F4. Of the 13,899 RSUs under this award, 4,633 RSUs vested on October 28, 2025 and 4,633 RSUs vest on each of October 28, 2026 and October 28, 2027.

FAQ

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

What did HAIN disclose in this Form 4?

An officer had 4,633 RSUs vest, received common shares, and 1,439 shares were withheld at $1.35 to satisfy taxes.

How many HAIN shares does the reporting person now own?

After the transactions, the reporting person owns 9,857 common shares directly.

How many RSUs remain outstanding after this vesting at HAIN?

There are 9,266 RSUs outstanding under the award after the 4,633 RSUs vested.

What are the future vesting dates for the remaining HAIN RSUs?

4,633 RSUs vest on October 28, 2026 and 4,633 RSUs on October 28, 2027.

Who is the reporting person in this HAIN Form 4?

The filing relates to HAIN’s SVP, Chief Accounting Officer.

What was the price used for the tax withholding transaction?

The withholding transaction shows a price of $1.35 per share.

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

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Accepted by SEC EDGAR 10/30/2025 - 04:02 PM Learn about SEC filing dates

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^*

Ragusa Michael

(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)
	SVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2025

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	10/28/2025		M(1)		4,633	A	(2)	11,296	D
Common Stock	10/28/2025		F(3)		1,439	D	$1.35	9,857	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)	10/28/2025		M			4,633	(4)	(4)	Common Stock	4,633	$0	9,266	D

Explanation of Responses:

1. On October 28, 2025, the Reporting Person had 4,633 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 4,633 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 1,439 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 4,633 RSUs, pursuant to the terms of the applicable award agreement.

4. Of the 13,899 RSUs under this award, 4,633 RSUs vested on October 28, 2025 and 4,633 RSUs vest on each of October 28, 2026 and October 28, 2027.

	/s/ Andrew S. Burchill, as Attorney-in-Fact for Michael Ragusa	10/30/2025
	** 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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