The Hain Celestial Group received an amended Schedule 13G filing showing a March 31, 2026 ownership disclosure. Nantahala Capital Management, LLC and managers Wilmot B. Harkey and Daniel Mack report beneficial ownership of 8,528,789 shares, representing 9.37% of common stock. The filing states the shares are held by funds and separately managed accounts under Nantahala's control and that reporting persons have shared voting and dispositive power over those shares. Signatures certify the amendment on May 15, 2026.
Positive
None.
Negative
None.
Insights
13G/A shows a passive 9.37% position reported by an investment adviser and its managers.
The filing discloses 8,528,789 shares beneficially owned as of March 31, 2026, with shared voting and dispositive power attributed to Nantahala and the two named managers. The form is an amended Schedule 13G, indicating ownership reporting rather than an intent to control.
Key dependencies include whether holdings change in future filings and any shifts from passive to active status. Subsequent amendments or a Schedule 13D would materially alter the disclosure.
Key Figures
Beneficial ownership:8,528,789 sharesPercent of class:9.37%Sole voting power:0 Shares+1 more
4 metrics
Beneficial ownership8,528,789 sharesas of March 31, 2026
Percent of class9.37%as of March 31, 2026
Sole voting power0 Sharesreported for Nantahala, Harkey, and Mack
Shared voting power8,528,789 Sharesreported for Nantahala, Harkey, and Mack
Key Terms
Schedule 13G/A, Beneficial owner, Shared dispositive power
3 terms
Schedule 13G/Aregulatory
"Amendment No. 1 and the filing header indicating an amended beneficial ownership report"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficial ownerregulatory
"Nantahala may be deemed to be the beneficial owner of 8,528,789 Shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Shared dispositive powerregulatory
"Shared dispositive power 8,528,789.00 for each reporting person"
Nantahala reports beneficial ownership of 8,528,789 shares, equal to 9.37% of Hain Celestial common stock. The shares are held by funds and separately managed accounts under Nantahala's control, and the percentage is stated as of March 31, 2026.
Do the filing parties have sole voting control of the shares?
No. The reporting persons state they have 0 shares of sole voting power and 8,528,789 shares of shared voting power. The filing lists shared voting and shared dispositive power for Nantahala, Harkey, and Mack.
Who filed the Schedule 13G/A for HAIN?
The amendment was filed by Nantahala Capital Management, LLC and reporting persons Wilmot B. Harkey and Daniel Mack. Signatures on the amendment are dated May 15, 2026 and the ownership figures are stated as of March 31, 2026.
Does this filing indicate an intent to take control of Hain Celestial?
No. The filing is a Schedule 13G/A disclosure by an investment adviser and reports beneficial ownership; it does not assert active control. The form attributes shared voting/dispositive power, not sole control, and does not state any intent to change control.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
The Hain Celestial Group, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
405217100
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
405217100
1
Names of Reporting Persons
Nantahala Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,528,789.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,528,789.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,528,789.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.37 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
405217100
1
Names of Reporting Persons
Wilmot B. Harkey
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,528,789.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,528,789.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,528,789.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.37 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
405217100
1
Names of Reporting Persons
Daniel Mack
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
8,528,789.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,528,789.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,528,789.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.37 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
The Hain Celestial Group, Inc.
(b)
Address of issuer's principal executive offices:
221 RIVER STREET, 12TH FLOOR HOBOKEN, NEW JERSEY, 07030
Item 2.
(a)
Name of person filing:
(1) Nantahala Capital Management, LLC ("Nantahala")
(2) Wilmot B. Harkey
(3) Daniel Mack (together the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
130 Main St. 2nd Floor, New Canaan, Connecticut 06840
(c)
Citizenship:
(1) Nantahala is a Massachusetts limited liability company.
(2) Each of Messrs. Harkey and Mack is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, $0.01 par value
(e)
CUSIP No.:
405217100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of March 31, 2026, Nantahala may be deemed to be the beneficial owner of 8,528,789 Shares held by funds and separately managed accounts under its control, and as the managing members of Nantahala, each of Messrs. Harkey and Mack may be deemed to be a beneficial owner of those Shares.
(b)
Percent of class:
As of March 31, 2026, each of the Reporting Persons may be deemed to be the beneficial owner of the following percentage of the total number of Shares outstanding:
(1) Nantahala Capital Management, LLC ("Nantahala") : 9.37%
(2) Wilmot B. Harkey: 9.37%
(3) Daniel Mack: 9.37%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(ii) Shared power to vote or to direct the vote:
(1) Nantahala Capital Management, LLC ("Nantahala") : 8,528,789 Shares.
(2) Wilmot B. Harkey: 8,528,789 Shares.
(3) Daniel Mack: 8,528,789 Shares.
(iii) Sole power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 0 Shares.
(2) Wilmot B. Harkey: 0 Shares.
(3) Daniel Mack: 0 Shares.
(iv) Shared power to dispose or to direct the disposition of:
(1) Nantahala Capital Management, LLC ("Nantahala") : 8,528,789 Shares.
(2) Wilmot B. Harkey: 8,528,789 Shares.
(3) Daniel Mack: 8,528,789 Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Each of Messrs. Harkey and Mack is filing this Schedule 13G as a control person in respect of shares beneficially owned by Nantahala, an investment adviser as described in ss. 240.13d-1(b)(1)(ii)(E). See Item 4(a).
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
