Helen of Troy insider filing: 992 restricted shares vested for director

Rhea-AI Filing Summary

Insider transaction by Helen of Troy director Beryl Raff: The filing shows a single transaction on 09/02/2025 in which Mr. Raff was granted 992 common shares as restricted stock that vested immediately. The restricted shares carry a tax-offset right that entitles the reporting person to receive a cash payment to cover certain tax liabilities arising from vesting. The reported price is $0, indicating these were compensation shares rather than an open-market purchase.

Following the transaction, the reporting person beneficially owns 10,178 shares. The Form 4 was signed by an attorney-in-fact on 09/03/2025. No derivative transactions or other material changes are disclosed in this filing.

Positive

• Director acquired 992 restricted common shares which vested immediately, increasing alignment with shareholders
• Beneficial ownership reported at 10,178 shares after the transaction, improving transparency
• Tax-offset right disclosed indicating the company will provide a cash amount to cover taxes tied to the vesting event

Negative

• None.

Insights

Financial Analyst

Director received vested restricted stock of 992 shares; ownership now 10,178 shares.

The transaction is a routine equity compensation event rather than a market purchase, shown by a zero price and an accompanying tax-offset right. Such immediate vesting increases the director's direct alignment with shareholders but does not signal new purchases or sales activity that would indicate a change in conviction. The amount (992 shares) should be assessed relative to total outstanding shares for materiality; on its face, this is a modest, customary grant.

Corporate Governance Expert

Compensation-related vesting recorded; includes tax-offset provision.

The filing documents an internally driven compensation settlement: restricted stock that vested immediately with a tax-offset right. This structure is commonly used to net tax obligations for executives or directors and suggests standard compensation practice. There are no indications of related-party transactions, unusual vesting acceleration explanations, or departures from routine disclosure requirements in this Form 4.

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
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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^*

RAFF BERYL

(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)	10,178	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 Beryl B. Raff	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.
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FAQ

What did HELE director Beryl Raff report on Form 4?

The Form 4 reports a grant of 992 restricted common shares that vested on 09/02/2025 and a tax-offset right; beneficial ownership after the transaction is 10,178 shares.

Was this an open-market purchase or compensation for HELE?

This was compensation (restricted stock that vested) rather than an open-market purchase, shown by the reported price of $0.

Does the Form 4 show any derivative transactions for HELE by this reporting person?

No. Table II for derivative securities contains no reported transactions in this filing.

When was the Form 4 signed and filed?

The signature by the attorney-in-fact is dated 09/03/2025, reflecting the reported transaction dated 09/02/2025.

What is the nature of the tax-offset right disclosed?

The filing explains the restricted stock is accompanied by a tax-offset right entitling the reporting person to receive a cash amount to pay certain tax liabilities incurred on vesting.