The Hain Celestial Group Inc.

10/28/2025 | Press release | Distributed by Public on 10/28/2025 14:02

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Boyce Lee A.
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)
Chief Financial Officer
(Last) (First) (Middle)
C/O THE HAIN CELESTIAL GROUP, INC., 221 RIVER STREET, 12TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
10/25/2025
(Street)
HOBOKEN, NJ 07030
4. If Amendment, Date 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
(City) (State) (Zip)
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 10/25/2025 M(1) 16,181 A (2) 40,356 D
Common Stock 10/25/2025 F(3) 4,742 D $1.44 35,614 D
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)
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 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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Boyce Lee A.
C/O THE HAIN CELESTIAL GROUP, INC.
221 RIVER STREET, 12TH FLOOR
HOBOKEN, NJ 07030
Chief Financial Officer

Signatures

/s/ Andrew S. Burchill, as Attorney-in-Fact for Lee A. Boyce 10/28/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
The Hain Celestial Group Inc. published this content on October 28, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 28, 2025 at 20:03 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]