Form 4: HAIN Officer's RSU Vesting & Tax Withholding

Kristy Meringolo, HAIN Celestial Group's Chief Legal & Corporate Affairs Officer, reported the vesting of 13,512 restricted share units and subsequent tax withholding.

Summary

• Kristy Meringolo, Chief Legal & Corporate Affairs Officer of HAIN Celestial Group Inc., reported a transaction on October 28, 2025.
• 13,512 restricted share units (RSUs) vested, resulting in the receipt of 13,512 shares of common stock.
• The company withheld 4,196 shares of common stock to satisfy tax withholding obligations related to the RSU vesting.
• The shares withheld for tax purposes were valued at $1.35 per share.
• Following these transactions, Kristy Meringolo directly beneficially owns 94,143 shares of common stock.
• Additionally, 27,026 restricted share units remain beneficially owned, with future vesting dates.

Sentiment

Score: 6

Explanation: The filing reports a routine executive compensation event (RSU vesting) and subsequent tax withholding. This is a neutral to slightly positive event for the executive, reflecting earned compensation, and has no significant positive or negative implications for the company's operational or financial performance.

Positives

• The vesting of 13,512 restricted share units represents a realization of compensation for the Chief Legal & Corporate Affairs Officer.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged and compliant trading strategy.

Negatives

• 4,196 shares of common stock were disposed of to cover tax withholding obligations, reducing the net shares received by the officer.

Future Outlook

Future vesting events for the remaining 27,026 restricted share units are scheduled for October 28, 2026, and October 28, 2027, with 13,513 RSUs vesting on each date.

Industry Context

This Form 4 filing details a routine executive compensation event, specifically the vesting of restricted stock units, which is a common practice across various industries to align executive interests with shareholder value. It does not provide broader industry trends or competitive insights.

Comparison to Industry Standards

• The use of Restricted Share Units (RSUs) as a component of executive compensation is a standard practice across many publicly traded companies, including those in the consumer packaged goods sector where HAIN Celestial Group operates.
• The disposition of shares to cover tax withholding obligations upon RSU vesting is also a common and expected procedure, consistent with compensation practices at comparable companies.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine compensation event for an executive, not a significant change in company operations or strategy. It represents a small dilution from new shares issued or existing shares transferred for compensation.
• Employees: No direct impact on the broader employee base.
• Executive (Kristy Meringolo): Positive impact as vested RSUs represent realized compensation and an increase in direct common stock ownership.

Next Steps

• 13,513 restricted share units are scheduled to vest on October 28, 2026.
• Another 13,513 restricted share units are scheduled to vest on October 28, 2027.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction related to executive compensation (RSU vesting and tax withholding). It does not provide any new information regarding the company's financial performance, strategic direction, or operational outlook that would warrant a change in investment recommendation. Investors should continue to base their decisions on the company's broader financial reports and market conditions.

Keywords

HAIN Celestial Group, Kristy Meringolo, Restricted Share Units, RSU Vesting, Insider Transaction, Form 4, Executive Compensation, Stock Ownership