Hain Celestial Insider Vesting: Michael Ragusa Receives 641 Shares

Rhea-AI Filing Summary

The reporting person, Michael Ragusa, an officer (SVP, Chief Accounting Officer) of Hain Celestial Group Inc (HAIN), had restricted share units (RSUs) vest on 09/06/2025. A total of 641 RSUs vested, which converted into 641 shares of common stock before tax withholding. The issuer withheld 201 shares to satisfy tax obligations, leaving the reporting person with 4,174 shares beneficially owned after the transactions. The filing shows prior vesting under the same award: 640 RSUs vested on 09/06/2023 and 641 RSUs on 09/06/2024.

Positive

• Executive alignment via multi-year RSU awards with scheduled vesting (2023–2025)
• No open-market sale beyond shares withheld for tax purposes, indicating retention of vested shares

Negative

• Tax withholding reduced the net shares received (201 shares withheld)
• Limited scale of the transaction relative to company size; not material to valuation

Insights

Securities Analyst

TL;DR Insider received vested RSUs; modest share transfer for tax withholding; transaction is routine and non-market-moving.

The Form 4 documents a typical equity compensation event: 641 RSUs vested and converted to shares, and 201 shares were withheld for taxes. The net increase in directly held shares is consistent with scheduled vesting rather than open-market purchases or sales. For investors, this is an administrative equity-compensation disclosure showing executive alignment with equity incentives but not indicating active trading or strategic reallocation.

Corporate Governance Expert

TL;DR Routine officer equity vesting disclosed; withholding for taxes occurred; disclosure meets Section 16 reporting expectations.

The filing provides required transparency on beneficial ownership changes tied to compensation. The pattern of annual vesting (2023–2025) suggests multi-year retention incentives. No sales beyond tax withholding are reported, and the form is filed by one reporting person via an attorney-in-fact signature, consistent with standard practice.

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)
09/06/2025

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	09/06/2025		M(1)		641	A	(2)	4,174	D
Common Stock	09/06/2025		F(3)		201	D	$1.82	3,973	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)	09/06/2025		M			641	(4)	(4)	Common Stock	641	$0	0	D

Explanation of Responses:

1. On September 6, 2025, the Reporting Person had 641 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 641 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 201 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 641 RSUs, pursuant to the terms of the applicable award agreement.

4. Of the 1,922 RSUs under this award, 640 RSUs vested on September 6, 2023 and 641 RSUs vested on each of September 6, 2024 and September 6, 2025.

	/s/ Andrew S. Burchill, as Attorney-in-Fact for Michael Ragusa	09/09/2025
	** 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 happened in the HAIN Form 4 filed for Michael Ragusa?

641 RSUs vested and converted into 641 shares on 09/06/2025, with 201 shares withheld for taxes.

How many HAIN shares does Michael Ragusa beneficially own after the transaction?

4,174 shares beneficially owned following the reported transactions.

Were any shares sold on the open market by Michael Ragusa in this filing?

No open-market sales are reported; only tax-withholding resulted in share disposition.

What is the nature of the securities that vested for HAIN insider Ragusa?

Restricted Share Units (RSUs) that converted to common stock upon vesting.

Does the filing indicate an ongoing compensation schedule?

Yes; the award shows annual vesting installments with 640 RSUs vested in 2023 and 641 RSUs in 2024 and 2025.