Helen of Troy (HELE) Form 4: 992 restricted shares vested for director

Rhea-AI Filing Summary

Helen of Troy director Thurman K. Case received a grant of 992 restricted common shares that vested immediately on 09/02/2025. The award is accompanied by a tax-offset right that entitles the reporting person to receive a cash amount to cover certain tax liabilities arising from vesting. The reported transaction shows a $0 per-share price for the grant and leaves the reporting person with 8,043 beneficially owned shares after the transaction.

Insights

Financial Analyst

TL;DR: Director received a small immediate-vest restricted share award with tax gross-up, showing routine compensation rather than a material ownership shift.

The grant of 992 restricted shares that vested immediately and carried a tax-offset right appears to be a standard executive/director compensation event. The per-share price reported as $0 indicates this was a compensatory award rather than an open-market purchase. Given the post-transaction beneficial ownership of 8,043 shares, the size of the award is immaterial relative to typical market capitalizations for a public company, so investor impact is likely limited.

Corporate Governance Expert

TL;DR: Immediate vesting with a tax-offset is notable for governance disclosure but raises no evident compliance issues from the filing.

The filing clearly discloses the nature of the award and the accompanying tax-offset right, which is important for transparency around executive compensation. The use of a tax-offset (cash to cover taxes) should be monitored in proxy disclosures for magnitude and policy, but this single Form 4 does not indicate departures from standard compensation practices.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

CASE THURMAN K

(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)	8,043	D

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 Thurman Case	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 transaction did HELE director Thurman K. Case report?

The director reported a grant of 992 restricted common shares that vested immediately on 09/02/2025.

What was the price reported for the restricted shares on the Form 4?

The reported price for the restricted shares was $0, indicating a compensatory grant rather than a market purchase.

How many shares does Thurman K. Case beneficially own after the reported transaction?

Following the transaction the reporting person beneficially owns 8,043 shares.

Does the award include any tax-related provisions?

Yes, the restricted stock grant is accompanied by a tax-offset right entitling the reporting person to receive cash to pay certain tax liabilities upon vesting.

What is the reporting person’s relationship to Helen of Troy (HELE)?

Thurman K. Case is reported as a Director of Helen of Troy Ltd (HELE).