10/28/2025 | Press release | Distributed by Public on 10/28/2025 14:02
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 10/25/2025 | M | 16,181 | (4) | (4) | Common Stock | 16,181 | $ 0 | 16,182 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Boyce Lee A. C/O THE HAIN CELESTIAL GROUP, INC. 221 RIVER STREET, 12TH FLOOR HOBOKEN, NJ 07030 |
Chief Financial Officer | |||
| /s/ Andrew S. Burchill, as Attorney-in-Fact for Lee A. Boyce | 10/28/2025 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On October 25, 2025, the Reporting Person had 16,181 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 16,181 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 4,742 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 16,181 RSUs, pursuant to the terms of the applicable award agreement. |
| (4) | Of the 48,544 RSUs under this award, 16,181 RSUs vested on each of October 25, 2024 and October 25, 2025 and 16,182 RSUs vest on October 25, 2026. |