4/A: HAIN CEO Lewis Amends Filing, Details Equity Changes

HAIN Celestial Group's CEO Alison Lewis filed an amended Form 4 to correct tax withholding details and disclose significant equity grants and vesting.

Summary

• The original Form 4, filed on December 16, 2025, was amended solely to correct an administrative error regarding the number of shares withheld for tax obligations and the number of shares beneficially owned.
• On December 15, 2025, 377,515 Restricted Share Units (RSUs) vested for Alison Lewis, resulting in her receiving 377,515 shares of common stock before tax withholding.
• The Issuer withheld 96,003 shares of common stock at a price of $1.17 per share to satisfy tax withholding obligations related to the RSU vesting.
• Following these transactions, Alison Lewis directly beneficially owns 304,528 shares of common stock and indirectly owns 74,895 shares through an Individual Retirement Account.
• From her Interim RSU Award, 243,174 RSUs were forfeited.
• Alison Lewis received a new grant of 650,000 RSUs, which will vest in three equal annual installments on the first, second, and third anniversaries of the grant date.
• She also received a new grant of 1,500,000 Performance Share Units (PSUs), which will vest if the average closing price of the company's common stock meets certain targets over 30 consecutive trading days before the third anniversary of the grant date.

Sentiment

Score: 7

Explanation: The filing reflects standard executive compensation practices, including significant equity grants tied to performance and tenure, which generally aligns management incentives with shareholder interests. The amendment is for a minor administrative correction.

Positives

• CEO Alison Lewis received a significant grant of 650,000 Restricted Share Units (RSUs) and 1,500,000 Performance Share Units (PSUs), aligning her interests with shareholder value creation.
• The vesting of 377,515 RSUs indicates a successful milestone for the CEO's compensation structure.

Negatives

• 243,174 RSUs from the Interim RSU Award were forfeited.

Future Outlook

The new RSU grant will vest in three equal annual installments on the first, second, and third anniversaries of the grant date. The new PSU grant is performance-based, with vesting contingent on the average closing price per share of Company common stock reaching specific targets over 30 consecutive trading days before the third anniversary of the grant date.

Industry Context

This filing primarily details executive compensation and equity ownership changes, which are standard disclosures for publicly traded companies. It does not provide broader industry context or trends.

Management Changes

Stakeholder Impact

• Shareholders: The significant equity grants to the CEO align her incentives with shareholder value creation, as a portion of her compensation is directly tied to the company's stock performance.
• Employees: The filing details executive compensation, which may set a precedent or context for broader employee compensation strategies, though no direct impact on general employees is stated.

Next Steps

• Future vesting of 650,000 RSUs in three equal annual installments on the first, second, and third anniversaries of the grant date.
• Potential vesting of 1,500,000 PSUs based on stock price targets being met before the third anniversary of the grant date.

Key Dates

Keywords

HAIN Celestial Group, HAIN, Alison Lewis, SEC Form 4/A, Beneficial Ownership, Restricted Share Units, Performance Share Units, Equity Compensation, Insider Trading, CEO Compensation, Stock Vesting, Tax Withholding