As filed with the United States Securities and Exchange Commission on November 7, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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22-3240619 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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221 River Street, 12th Floor Hoboken, New Jersey |
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07030 |
(Address of Principal Executive Offices) |
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(Zip Code) |
THE HAIN CELESTIAL GROUP, INC. 2022 LONG TERM INCENTIVE AND STOCK AWARD PLAN, AS AMENDED
(Full title of the plan)
Kristy M. Meringolo
The Hain Celestial Group, Inc.
221 River Street, 12th Floor
Hoboken, New Jersey 07030
(516) 587-5000
(Name, address, telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☒ |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On October 30, 2025, the stockholders of The Hain Celestial Group, Inc. (the “Company” or the “Registrant”) approved a proposal (the “Proposal”) to increase the number of shares of common stock, $.01 par value per share (“Common Stock”) authorized to be issued under The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (the “Plan”) by 3,000,000 shares (the “Additional Shares”).
This Registration Statement on Form S-8 (this “Registration Statement”) is filed pursuant to General Instruction E of Form S-8 for the purpose of registering the Additional Shares. In accordance with General Instruction E of Form S-8, the contents of the Registrant’s previously filed Registration Statement on Form S-8 (File No. 333-268439), as filed with the Securities and Exchange Commission (the “SEC”) on November 17, 2022, and Registration Statement on Form S-8 (File No. 333-283060), as filed with the SEC on
November 7, 2024 are hereby incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents that have been filed by the Registrant with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are hereby incorporated herein by reference:
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(a) |
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the Registrant’s Registration Statement on Form S-8, as filed with the SEC on November 17, 2022 (File No. 333-268439) and Registration Statement on Form S-8, as filed with the SEC on November 7, 2024 (File No. 333-283060); |
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(b) |
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the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 (the “Annual Report”); |
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(c) |
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the Registrant’s Definitive Proxy Statement on Schedule 14A filed on September 18, 2025 (solely those portions that were incorporated by reference into the Annual Report); |
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(d) |
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the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025; |
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(e) |
the Registrant’s Current Report on Form 8-K filed on November 5, 2025; and |
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(f) |
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the description of the Registrant’s securities contained in Exhibit 4.2 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019. |
All documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents.
Item 8. Exhibits.
The exhibits filed as part of this Form S-8 are listed on the following Exhibit Index, which is incorporated herein by reference.
EXHIBIT INDEX
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EXHIBIT
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DESCRIPTION |
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4.1 |
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed with the SEC on August 26, 2021). |
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4.2 |
The Hain Celestial Group, Inc. Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2024, filed with the SEC on February 10, 2025). |
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4.3 |
Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of Amendment 1 to the Company’s Registration Statement on Form S-4 (Commission File No. 333-33830) filed with the SEC on April 24, 2000). |
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5.1 |
Opinion of Simpson Thacher & Bartlett LLP. |
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10.1* |
The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8 filed with the SEC on November 17, 2022). |
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10.2* |
First Amendment to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2024). |
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10.3* |
Second Amendment to The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2025). |
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23.1 |
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
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23.2 |
Consent of Simpson Thacher & Bartlett LLP (contained in Exhibit 5.1). |
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24.1 |
Power of Attorney (included on signature page). |
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107.1 |
Filing fee table. |
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* |
Indicates management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hoboken, State of New Jersey, on November 7, 2025.
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THE HAIN CELESTIAL GROUP, INC. |
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By: |
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/s/ Kristy M. Meringolo |
Name: |
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Kristy M. Meringolo |
Title: |
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Chief Legal and Corporate Affairs Officer, Corporate Secretary |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Alison E. Lewis, Lee A. Boyce and Kristy M. Meringolo his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to this Registration Statement on Form S-8 (including, without limitation, any additional registration statement filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his or her substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Name |
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Position |
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Date |
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/s/ Alison E. Lewis |
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Interim President and Chief Executive Officer and Director (Principal Executive Officer) |
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November 7, 2025 |
Alison E. Lewis |
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/s/ Lee A. Boyce |
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Chief Financial Officer (Principal Financial Officer) |
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November 7, 2025 |
Lee A. Boyce |
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/s/ Michael J. Ragusa |
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Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) |
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November 7, 2025 |
Michael J. Ragusa |
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/s/ Dawn Zier |
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Chair of the Board |
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November 7, 2025 |
Dawn Zier |
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/s/ Neil Campbell |
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Director |
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November 7, 2025 |
Neil Campbell |
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/s/ Celeste A. Clark |
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Director |
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November 7, 2025 |
Celeste A. Clark |
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/s/ Shervin J. Korangy |
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Director |
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November 7, 2025 |
Shervin J. Korangy |
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/s/ Michael B. Sims |
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Director |
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November 7, 2025 |
Michael B. Sims |
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/s/ Carlyn R. Taylor |
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Director |
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November 7, 2025 |
Carlyn R. Taylor |
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