[Form 4] Helen Of Troy Ltd Insider Trading Activity

Rhea-AI Filing Summary

Darren G. Woody, a director of Helen Of Troy Ltd (HELE), reported a transaction on 09/02/2025. He was granted 992 restricted common shares that vested immediately and carry a tax-offset right entitling him to receive cash to cover certain tax liabilities. The reported price per share is $0. Following the transaction, Mr. Woody beneficially owned 11,458 common shares. The filing also discloses indirect ownership by a spouse for a separate small holding. The Form 4 was signed by an attorney-in-fact on 09/03/2025 and lists an Exhibit 24 power of attorney.

Insights

Financial Analyst

TL;DR: Director received a small, immediately vested restricted share award with a tax-offset right; changes holdings modestly.

The grant of 992 restricted shares vested immediately and is recorded at a $0 price, indicating an award rather than a purchase. The tax-offset right means the reporting person will receive cash to cover specified tax liabilities tied to vesting events, which is common in equity compensation. The post-transaction beneficial ownership of 11,458 shares provides context for his stake size but is not presented as a controlling or material position relative to the company. Overall, this is a routine, non-cash compensation event.

Corporate Governance Expert

TL;DR: Routine insider disclosure of equity compensation; governance controls appear standard with power of attorney noted.

The Form 4 documents a director-level equity award that vested immediately and includes a tax-offset mechanism, consistent with standard director compensation practices. The filing was executed by an attorney-in-fact and attaches an Exhibit 24 power of attorney, which aligns with typical administrative practice for timely SEC reporting. The disclosure of indirect spouse ownership is appropriately noted. No governance red flags or unusual transfer mechanics are evident from the filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Woody Darren G

(Last) (First) (Middle)

201 E. MAIN STREET

SUITE 300

(Street)

EL PASO TX 79901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HELEN OF TROY LTD [ HELE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares, Par value $0.10 per share	09/02/2025		A		992	A	$0(1)	11,458	D
Common Shares, Par value $0.10 per share								10	I	By Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant of restricted stock, which vested immediately and is accompanied by a tax-offset right which entitles the reporting person to receive, upon vesting of the restricted stock, a cash amount to pay certain tax liabilities incurred in connection with the event.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	Tessa N. Judge as Attorney-In-Fact for Darren Woody	09/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did HELE director Darren G. Woody report on Form 4?

The Form 4 reports a grant of 992 restricted common shares that vested immediately on 09/02/2025, with a tax-offset right and a reported price of $0.

How many shares does Darren G. Woody beneficially own after the transaction?

Following the reported transaction, Darren G. Woody beneficially owned 11,458 common shares.

Was this transaction a purchase or an award for HELE (Helen Of Troy Ltd)?

The filing shows a $0 price and describes a restricted stock grant that vested immediately, indicating it was an equity award, not a market purchase.

Does the Form 4 disclose any indirect ownership related to the reporting person?

Yes; the filing lists indirect ownership by a spouse for a separate holding.

Who signed the Form 4 for the reporting person?

The Form 4 was signed by Tessa N. Judge as Attorney-In-Fact for Darren Woody on 09/03/2025, and Exhibit 24 (Power of Attorney) is referenced.