HAIN insider update: RSU vesting and post-vesting share count

Rhea-AI Filing Summary

Hain Celestial Group (HAIN): Form 4 insider update. On October 25, 2025, the company’s SVP and Chief Accounting Officer had 3,884 restricted share units vest, delivering 3,884 shares of common stock before tax withholding.

The issuer withheld 1,194 shares to cover taxes tied to the vesting. Following these transactions, the reporting person held 6,663 shares directly. The RSU award totals 11,651 units, with 3,883 vested on October 25, 2024, 3,884 vested on October 25, 2025, and 3,884 scheduled to vest on October 25, 2026.

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^*

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)
10/25/2025

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)		3,884	A	(2)	7,857	D
Common Stock	10/25/2025		F(3)		1,194	D	$1.44	6,663	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)	10/25/2025		M			3,884	(4)	(4)	Common Stock	3,884	$0	3,884	D

Explanation of Responses:

1. On October 25, 2025, the Reporting Person had 3,884 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 3,884 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 1,194 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 3,884 RSUs, pursuant to the terms of the applicable award agreement.

4. Of the 11,651 RSUs under this award, 3,883 RSUs vested on October 25, 2024, 3,884 RSUs vested on October 25, 2025 and 3,884 RSUs vest on October 25, 2026.

	/s/ Andrew S. Burchill, as Attorney-in-Fact for Michael Ragusa	10/28/2025
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Hain Celestial (HAIN) disclose in this Form 4?

An executive had 3,884 RSUs vest on October 25, 2025, receiving 3,884 shares before tax withholding.

How many HAIN shares were withheld for taxes?

The issuer withheld 1,194 shares to satisfy tax withholding obligations tied to the RSU vesting.

How many HAIN shares does the insider own after the transactions?

The reporting person directly owns 6,663 shares following the reported transactions.

What is the size and schedule of the RSU award noted for HAIN?

The award totals 11,651 RSUs: 3,883 vested on October 25, 2024; 3,884 on October 25, 2025; and 3,884 on October 25, 2026.

Who is the reporting person and their role at HAIN?

The reporting person is an officer of Hain Celestial, serving as SVP, Chief Accounting Officer.

Were any shares purchased or sold on the open market?

No. The filing reports RSU vesting (code M) and share withholding for taxes (code F), not open-market trades.