HAIN · Hain Celestial Group Inc

Represents a sale for personal tax planning purposes pursuant to the reporting person's Rule 10b5-1 trading plan.

The transaction was executed in multiple trades at prices ranging from $1.135 to $1.19. The price reported reflects the weighted average sale price. The reporting person undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price.

The Issuer withheld 96,003 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 377,515 RSUs, pursuant to the terms of the applicable award agreement.

EXPLANATORY NOTE: The original Form 4, filed on December 16, 2025, is being amended by this Form 4 amendment solely to correct an inadvertent administrative error that resulted in the number of shares withheld to satisfy tax obligations being reported incorrectly. This Form 4 amendment also corrects the number of shares beneficially owned by the Reporting Person following the withholding transaction. The other transactions reported in this Form 4 amendment remain the same as reported in the original Form 4, filed on December 16, 2025.

EXPLANATORY NOTE: The original Form 4, filed on December 16, 2025, is being amended by this Form 4 amendment solely to correct an inadvertent administrative error that resulted in the number of shares withheld to satisfy tax obligations being reported incorrectly. This Form 4 amendment also corrects the number of shares beneficially owned by the Reporting Person following the withholding transaction. The other transactions reported in this Form 4 amendment remain the same as reported in the original Form 4, filed on December 16, 2025.

On December 15, 2025, the Reporting Person had 377,515 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 377,515 shares of common stock of the Issuer prior to withholding for taxes.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

In connection with the Reporting Person's appointment as Interim President and Chief Executive Officer on May 7, 2025, the Reporting Person received a one-time grant of 620,689 RSUs (the "Interim RSU Award"). In connection with the Reporting Person's appointment as President and Chief Executive Officer effective December 15, 2025, the Interim RSU Award was treated as follows: 377,515 RSUs vested (representing a pro rata portion of the Interim RSU Award based on the number of days from May 7, 2025 to December 15, 2025, divided by 365) and the remaining 243,174 RSUs were forfeited.

Each RSU represents a contingent right to receive one share of the Issuer's common stock.

The RSUs vest in three (3) equal annual installments on each of the first, second and third anniversaries of the date of grant.

Each performance share unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock.

If at any time before the third anniversary of the date of grant the average closing price per share of Company common stock for 30 consecutive trading days equals or exceeds certain applicable stock price target(s), the corresponding portion(s) of the PSUs will vest.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

In connection with the Reporting Person's appointment as Interim President and Chief Executive Officer on May 7, 2025, the Reporting Person received a one-time grant of 620,689 RSUs (the "Interim RSU Award"). In connection with the Reporting Person's appointment as President and Chief Executive Officer effective December 15, 2025, the Interim RSU Award was treated as follows: 377,515 RSUs vested (representing a pro rata portion of the Interim RSU Award based on the number of days from May 7, 2025 to December 15, 2025, divided by 365) and the remaining 243,174 RSUs were forfeited.

Each restricted share unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

The RSUs, awarded as part of the Issuer's 2026-2028 Long Term Incentive Program, vest in three (3) equal annual installments on each of the first, second and third anniversaries of the date of grant.

Each restricted share unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

The RSUs, awarded as part of the Issuer's 2026-2028 Long Term Incentive Program, vest in three (3) equal annual installments on each of the first, second and third anniversaries of the date of grant.

Each restricted share unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

The RSUs, awarded as part of the Issuer's 2026-2028 Long Term Incentive Program, vest in three (3) equal annual installments on each of the first, second and third anniversaries of the date of grant.

Each restricted share unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

The RSUs, awarded as part of the Issuer's 2026-2028 Long Term Incentive Program, vest in three (3) equal annual installments on each of the first, second and third anniversaries of the date of grant.

Represents a grant of restricted share units ("RSUs") as compensation under the Issuer's compensation program for non-employee directors. Each RSU represents a contingent right to receive one share of common stock of the Issuer. The RSUs will vest on the earlier of October 30, 2026 or the date of the Issuer's 2026 annual meeting of stockholders.

Represents a grant of restricted share units ("RSUs") as compensation under the Issuer's compensation program for non-employee directors. Each RSU represents a contingent right to receive one share of common stock of the Issuer. The RSUs will vest on the earlier of October 30, 2026 or the date of the Issuer's 2026 annual meeting of stockholders.

Represents a grant of restricted share units ("RSUs") as compensation under the Issuer's compensation program for non-employee directors. Each RSU represents a contingent right to receive one share of common stock of the Issuer. The RSUs will vest on the earlier of October 30, 2026 or the date of the Issuer's 2026 annual meeting of stockholders.

Represents a grant of restricted share units ("RSUs") as compensation under the Issuer's compensation program for non-employee directors. Each RSU represents a contingent right to receive one share of common stock of the Issuer. The RSUs will vest on the earlier of October 30, 2026 or the date of the Issuer's 2026 annual meeting of stockholders.

Represents a grant of restricted share units ("RSUs") as compensation under the Issuer's compensation program for non-employee directors. Each RSU represents a contingent right to receive one share of common stock of the Issuer. The RSUs will vest on the earlier of October 30, 2026 or the date of the Issuer's 2026 annual meeting of stockholders.

Represents a grant of restricted share units ("RSUs") as compensation under the Issuer's compensation program for non-employee directors. Each RSU represents a contingent right to receive one share of common stock of the Issuer. The RSUs will vest on the earlier of October 30, 2026 or the date of the Issuer's 2026 annual meeting of stockholders.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

Of the 40,538 RSUs under this award, 13,512 RSUs vested on October 28, 2025 and 13,513 RSUs vest on each of October 28, 2026 and October 28, 2027.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

Of the 28,956 RSUs under this award, 9,652 RSUs vested on October 28, 2025 and 9,652 RSUs vest on each of October 28, 2026 and October 28, 2027.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

Of the 13,899 RSUs under this award, 4,633 RSUs vested on October 28, 2025 and 4,633 RSUs vest on each of October 28, 2026 and October 28, 2027.

On October 28, 2025, the Reporting Person had 9,652 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 9,652 shares of common stock of the Issuer prior to withholding for taxes.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

On October 28, 2025, the Reporting Person had 21,234 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 21,234 shares of common stock of the Issuer prior to withholding for taxes.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

The Issuer withheld 6,756 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 13,512 RSUs, pursuant to the terms of the applicable award agreement.

On October 28, 2025, the Reporting Person had 13,512 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 13,512 shares of common stock of the Issuer prior to withholding for taxes.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

On October 28, 2025, the Reporting Person had 13,512 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 13,512 shares of common stock of the Issuer prior to withholding for taxes.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

The Issuer withheld 6,222 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 21,234 RSUs, pursuant to the terms of the applicable award agreement.

The Issuer withheld 1,439 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 4,633 RSUs, pursuant to the terms of the applicable award agreement.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

Of the 40,538 RSUs under this award, 13,512 RSUs vested on October 28, 2025 and 13,513 RSUs vest on each of October 28, 2026 and October 28, 2027.

The Issuer withheld 4,196 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 13,512 RSUs, pursuant to the terms of the applicable award agreement.

The Issuer withheld 2,351 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 9,652 RSUs, pursuant to the terms of the applicable award agreement.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

Of the 63,702 RSUs under this award, 21,234 RSUs vested on October 28, 2025 and 21,234 RSUs vest on each of October 28, 2026 and October 28, 2027.

On October 28, 2025, the Reporting Person had 4,633 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 4,633 shares of common stock of the Issuer prior to withholding for taxes.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

The Issuer withheld 2,983 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 9,709 RSUs, pursuant to the terms of the applicable award agreement.

On October 25, 2025, the Reporting Person had 9,709 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 9,709 shares of common stock of the Issuer prior to withholding for taxes.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

On October 25, 2025, the Reporting Person had 3,884 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 3,884 shares of common stock of the Issuer prior to withholding for taxes.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

Of the 29,127 RSUs under this award, 9,709 RSUs vested on each of October 25, 2024 and October 25, 2025 and 9,709 RSUs vest on October 25, 2026.

The Issuer withheld 1,577 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 6,473 RSUs, pursuant to the terms of the applicable award agreement.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

Of the 19,418 RSUs under this award, 6,472 RSUs vested on October 25, 2024, 6,473 RSUs vested on October 25, 2025 and 6,473 RSUs vest on October 25, 2026.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

Of the 29,127 RSUs under this award, 9,709 RSUs vested on each of October 25, 2024 and October 25, 2025 and 9,709 RSUs vest on October 25, 2026.

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.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

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.

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.

On October 25, 2025, the Reporting Person had 6,473 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 6,473 shares of common stock of the Issuer prior to withholding for taxes.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

Of the 11,651 RSUs under this award, 3,883 RSUs vested on October 25, 2024, 3,884 RSUs vested on October 25, 2025 and 3,884 RSUs vest on October 25, 2026.

The Issuer withheld 1,194 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 3,884 RSUs, pursuant to the terms of the applicable award agreement.

The Issuer withheld 4,855 shares of common stock to satisfy the tax withholding obligations in connection with the vesting of 9,709 RSUs, pursuant to the terms of the applicable award agreement.

On October 25, 2025, the Reporting Person had 9,709 restricted share units ("RSUs") vest, resulting in the Reporting Person receiving 9,709 shares of common stock of the Issuer prior to withholding for taxes.

The RSUs represented a contingent right to receive shares of the Issuer's common stock upon vesting.

The transaction was executed in multiple trades at prices ranging from $1.4999 to $1.52. The price reported reflects the weighted average purchase price. The reporting person undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.

The transaction was executed in multiple trades at prices ranging from $1.5080 to $1.5309. The price reported reflects the weighted average purchase price. The reporting person undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.

The transaction was executed in multiple trades at prices ranging from $1.4883 to $1.49. The price reported reflects the weighted average purchase price. The reporting person undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each separate price.