Nantahala Capital Management and its principals report a 7.21% stake in The Hain Celestial Group through a Schedule 13G filing. As of December 31, 2025, they are deemed to beneficially own 6,528,789 shares of Hain Celestial common stock via funds and separately managed accounts they control.
The filing shows no sole voting or dispositive power, but shared power over all reported shares for Nantahala, Wilmot B. Harkey, and Daniel Mack. They certify the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Hain Celestial.
Positive
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Insights
13G shows a sizable but passive 7.21% institutional stake in Hain Celestial.
Nantahala Capital Management, along with principals Wilmot B. Harkey and Daniel Mack, reports beneficial ownership of 6,528,789 Hain Celestial shares, equal to 7.21% of the common stock as of December 31, 2025. The shares sit in funds and separately managed accounts they oversee.
The filing indicates shared voting and dispositive power over all reported shares and explicitly certifies that the position is held in the ordinary course of business, without the purpose or effect of changing or influencing control. This is typical of a Schedule 13G, which denotes passive ownership rather than an activist stance.
Future changes in percentage or a switch to a Schedule 13D in later disclosures would be the clearest signals of any shift in intent, but this document itself presents a straightforward disclosure of passive institutional ownership at year-end 2025.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
THE HAIN CELESTIAL GROUP, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
405217100
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
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
6,528,789.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,528,789.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,528,789.00
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)
7.21 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
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
6,528,789.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,528,789.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,528,789.00
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)
7.21 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
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
6,528,789.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,528,789.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,528,789.00
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)
7.21 %
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 December 31, 2025, Nantahala may be deemed to be the beneficial owner of 6,528,789 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 December 31, 2025, 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") : 7.21%
(2) Wilmot B. Harkey: 7.21%
(3) Daniel Mack: 7.21%
(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") : 6,528,789 Shares.
(2) Wilmot B. Harkey: 6,528,789 Shares.
(3) Daniel Mack: 6,528,789 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") : 6,528,789 Shares.
(2) Wilmot B. Harkey: 6,528,789 Shares.
(3) Daniel Mack: 6,528,789 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.
What stake in Hain Celestial (HAIN) does Nantahala Capital report?
Nantahala Capital Management reports beneficial ownership of 6,528,789 Hain Celestial shares, representing 7.21% of the common stock. This ownership is held through funds and separately managed accounts Nantahala controls, with shared voting and dispositive power among Nantahala, Wilmot B. Harkey, and Daniel Mack.
Is Nantahala’s 7.21% Hain Celestial (HAIN) position activist or passive?
The filing characterizes Nantahala’s 7.21% Hain Celestial stake as passive. The reporting persons certify the securities were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing control of Hain Celestial, consistent with a Schedule 13G.
Who are the reporting persons in the Hain Celestial (HAIN) Schedule 13G?
The Schedule 13G lists Nantahala Capital Management, LLC, Wilmot B. Harkey, and Daniel Mack as reporting persons. Nantahala is a Massachusetts limited liability company, while Harkey and Mack are United States citizens and managing members of Nantahala, deemed beneficial owners of the same 6,528,789 Hain shares.
What voting and dispositive powers does Nantahala have over Hain Celestial (HAIN) shares?
The reporting persons have zero sole voting or dispositive power but share voting and dispositive power over 6,528,789 Hain Celestial shares. All three—Nantahala Capital Management, Wilmot B. Harkey, and Daniel Mack—are shown with identical shared voting and shared dispositive authority in the ownership table.
As of what date is Nantahala’s 7.21% Hain Celestial (HAIN) ownership measured?
The 7.21% ownership and 6,528,789 Hain Celestial shares are stated as of December 31, 2025. The Schedule 13G identifies that date as the measurement point for both the share count and the corresponding percentage of Hain Celestial’s outstanding common stock.
Where is Nantahala Capital, the Hain Celestial (HAIN) reporting holder, based?
Nantahala Capital Management’s principal business office is at 130 Main St., 2nd Floor, New Canaan, Connecticut 06840. The filing also notes that Nantahala is organized as a Massachusetts limited liability company, with Hain Celestial headquartered in Hoboken, New Jersey.
