The Company maintains a stockholder-approved plan, The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (as amended, the “2022 Plan”), which was approved at the Company’s 2022 Annual Meeting of Stockholders held on November 17, 2022, and further amended at each of the Company’s 2024 Annual Meeting of Stockholders held on October 31, 2024 and the Company’s 2025 Annual Meeting of Stockholders held on October 30, 2025. The 2022 Plan permits the Company to continue making equity-based and other incentive awards in a manner intended to properly incentivize its employees, directors, consultants and other service providers by aligning their interests with the interests of the Company’s stockholders. The 2022 Plan is administered by the Compensation Committee of the Company’s Board of Directors. The Company also historically granted shares under its Amended and Restated 2002 Long-Term Incentive and Stock Award Plan and its 2019 Equity Inducement Award Program. The Company’s long-term incentive program (“LTIP”) is described in Note 14, Stock-Based Compensation and Incentive Performance Plans, in the Notes to the Consolidated Financial Statements in the Form 10-K.

In the second quarter of fiscal 2025, a form of awards was granted to employees that can be settled in cash or stock, at the Company’s discretion. These awards are accounted for as liability-based equity awards since the Company has the ability and intent to settle such awards in cash.

Compensation cost and related income tax benefits recognized in the consolidated statements of operations for stock-based compensation plans were as follows:


	Three Months Ended March 31,				Nine Months Ended March 31,
	2026		2025		2026		2025
Selling, general and administrative expense
Stock-based awards	$	1,138	$	2,973	$	4,192	$	9,422
Cash-settled awards		368		291		695		563
Total selling, general and administrative expenses	$	1,506	$	3,264	$	4,887	$	9,985
Related income tax benefit	$	128	$	275	$	161	$	748

Stock-based awards are generally issued in the form of restricted share units (“RSUs”), which are service-based awards, and performance share units (“PSUs”) that are subject to the achievement of minimum market conditions or performance goals. RSU awards to employees generally provide for vesting in equal annual installments over a period of three years, with different vesting periods in certain cases. RSU awards to non-employee directors generally provide for a vesting period of one year. For PSU awards, the following share figures are stated at target levels, and the awards outstanding as of March 31, 2026 generally provide for vesting at 0% to 100%, 150% or 200% of the target level. Awards of PSUs and RSUs are issued at no cost to the recipient. A summary of all stock-based award activity for the nine months ended March 31, 2026 is as follows:


	Number of Shares and Units			Weighted Average Grant Date Fair Value (per share)
Non-vested RSUs and PSUs outstanding at June 30, 2025		2,624		$	9.09
Granted(1)		5,406		$	0.94
Vested		(965	)	$	6.77
Forfeited		(1,032	)	$	8.73
Non-vested RSUs and PSUs outstanding at March 31, 2026		6,033		$	2.23

The fair value of RSUs and PSUs granted and of shares vested, and the tax benefit recognized from restricted shares vesting, was as follows:


	Nine Months Ended March 31,
	2026		2025
Fair value of RSUs and PSUs granted	$	5,101	$	14,855
Fair value of shares vested	$	1,271	$	4,715
Tax benefit recognized from restricted shares vesting	$	210	$	620

At March 31, 2026, there was $7,057 of unrecognized stock-based compensation expense related to non-vested stock-based awards, which is expected to be recognized over a weighted average period of 0.95 year.

The Company grants cash-settled awards that are either service-based or subject to the achievement of minimum market conditions or performance goals. Service-based cash awards generally provide for vesting in equal annual installments over a period of three years, with different vesting periods in certain cases. For cash awards tied to minimum market conditions or performance goals, award amounts are stated at target levels with vesting at 0% to 100%, 150% of the target level depending on conditions or performance. Cash-based awards are issued at no cost to the recipient.

The fair value of these cash-settled awards is measured at each reporting period until the awards are settled. The performance-based cash-settled award liability at March 31, 2026 was recorded ratably based on the Company's projected achievement at the end of the measurement period. The cash incentive award liability was $542 at March 31, 2026, which is classified as a liability and reported in accrued expenses and other current liabilities.

During the nine months ended March 31, 2026, the estimated fair value of granted cash-settled awards was $3,392. For the nine months ended March 31, 2026, the Company recognized a forfeiture adjustment of $1,036.

At March 31, 2026, there was $3,566 of unrecognized cash-based compensation expense related to non-vested awards, which is expected to be recognized over a weighted average period of 2.26 years.

In connection with her appointment as Interim President and Chief Executive Officer, Alison Lewis received a one-time grant of 621 RSUs on May 7, 2025. On December 15, 2025, upon her appointment as President and Chief Executive Officer, she vested in a prorated portion of that grant, resulting in the vesting of 378 shares of common stock and the residual awards were forfeited.

On December 15, 2025, Ms. Lewis received a grant under the LTIP for a total of 2,150 share units comprising 1,500 PSUs and 650 RSUs which represent the total three-year long-term incentive opportunity that would have been granted under the fiscal year 2026 – 2028 LTIP. The PSUs will vest upon the achievement of pre-established stock price targets while she is employed as follows:

The RSUs will vest one-third each year on the anniversary of the start date, subject to her continued employment.