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

HAIN Celestial's SVP, Chief Accounting Officer, Michael Ragusa, reported the vesting of 4,633 restricted share units and subsequent tax withholding.

Summary

• Michael Ragusa, SVP, Chief Accounting Officer of The Hain Celestial Group, Inc. (HAIN), reported a change in beneficial ownership.
• On October 28, 2025, 4,633 restricted share units (RSUs) vested, resulting in the receipt of 4,633 shares of common stock.
• The Issuer withheld 1,439 shares of common stock to satisfy tax withholding obligations related to the RSU vesting.
• Following these transactions, Michael Ragusa directly beneficially owns 9,857 shares of common stock.
• Additionally, 9,266 derivative securities (Restricted Share Units) are beneficially owned directly.
• The original award included 13,899 RSUs, with 4,633 vesting on October 28, 2025, and further tranches of 4,633 RSUs scheduled to vest on October 28, 2026, and October 28, 2027.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction (RSU vesting and tax withholding) which is neutral in terms of company performance or strategic direction. It reflects standard executive compensation practices.

Positives

• Michael Ragusa, SVP, Chief Accounting Officer, increased his direct beneficial ownership of common stock by 3,194 shares (4,633 vested minus 1,439 withheld for taxes), aligning his interests with shareholders.
• The vesting of RSUs indicates the company's compensation plan is executing as designed, rewarding executive performance.

Future Outlook

The filing indicates future RSU vesting events scheduled for October 28, 2026, and October 28, 2027, for 4,633 units each, which are part of an existing compensation award.

Industry Context

This filing is a routine insider transaction report and does not provide information related to broader industry trends or competitive landscape.

Stakeholder Impact

• Shareholders: A minor increase in outstanding shares due to RSU vesting, which is a standard component of executive compensation.
• Michael Ragusa (SVP, Chief Accounting Officer): Increased personal equity stake in the company, aligning his financial interests with the company's performance.

Next Steps

• Future vesting of 4,633 Restricted Share Units on October 28, 2026.
• Future vesting of 4,633 Restricted Share Units on October 28, 2027.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction involving the vesting of restricted share units and subsequent tax withholding. Such transactions are standard executive compensation events and typically do not provide new information that would warrant a change in investment recommendation for the company's stock. The increase in the officer's direct beneficial ownership is a positive for alignment but not a material catalyst for a 'buy' or 'sell' decision based solely on this report.

Keywords

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