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  4. [Form 4] HAIN CELESTIAL GROUP INC Insider Trading Activity

HAIN insider update: 13,512 RSUs vested, 72,765 shares owned post

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Hain Celestial Group (HAIN) reported an insider equity update for its President, International. On October 28, 2025, 13,512 RSUs vested, delivering the same number of common shares before taxes. The company withheld 6,756 shares to cover tax obligations, and the reporting person held 72,765 shares beneficially after these transactions.

The RSUs are part of a 40,538-unit award, with 13,512 vested on October 28, 2025 and 13,513 scheduled to vest on each of October 28, 2026 and October 28, 2027. Following the reported activity, 27,026 RSUs remained outstanding under the award.

Positive

  • None.

Negative

  • None.
Insider Goldenitsch Wolfgang
Role President, International
Type Security Shares Price Value
Exercise Restricted Share Units 13,512 $0.00 --
Exercise Common Stock 13,512 $0.00 --
Tax Withholding Common Stock 6,756 $1.35 $9K
Holdings After Transaction: Restricted Share Units — 27,026 shares (Direct); Common Stock — 79,521 shares (Direct)
Footnotes (1)
  1. On October 28, 2025, the Reporting Person had 13,512 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 13,512 shares of common stock of the Issuer prior to withholding for taxes. The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting. The Issuer withheld 6,756 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 13,512 RSUs, pursuant to the terms of the applicable award agreement. Of the 40,538 RSUs under this award, 13,512 RSUs vested on October 28, 2025 and 13,513 RSUs vest on each of October 28, 2026 and October 28, 2027.
Form 4 Insider Transactions: What Each Field Means →
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*
Goldenitsch Wolfgang
(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)
President, International
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) 13,512 A (2) 79,521 D
Common Stock 10/28/2025 F(3) 6,756 D $1.35 72,765 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 13,512 (4) (4) Common Stock 13,512 $0 27,026 D
Explanation of Responses:
1. On October 28, 2025, the Reporting Person had 13,512 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 13,512 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 6,756 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 13,512 RSUs, pursuant to the terms of the applicable award agreement.
4. Of the 40,538 RSUs under this award, 13,512 RSUs vested on October 28, 2025 and 13,513 RSUs vest on each of October 28, 2026 and October 28, 2027.
/s/ Andrew S. Burchill, as Attorney-in-Fact for Wolfgang Goldenitsch 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did HAIN report on this Form 4?

On October 28, 2025, 13,512 RSUs vested, resulting in the same number of Hain Celestial common shares before tax withholding.

How many shares were withheld for taxes in the HAIN Form 4?

The issuer withheld 6,756 shares to satisfy tax obligations tied to the RSU vesting.

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

The reporting person beneficially owned 72,765 shares after the reported transactions.

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

The award totals 40,538 RSUs: 13,512 vested on Oct 28, 2025 and 13,513 vest on each of Oct 28, 2026 and Oct 28, 2027.

How many RSUs remain outstanding for the HAIN executive?

Following the transaction, 27,026 RSUs remained outstanding under the award.

What role does the reporting person hold at HAIN?

The reporting person is an Officer, serving as President, International.