Helen of Troy (HELE) CFO withholds shares to cover taxes

Rhea-AI Filing Summary

Helen of Troy Ltd Chief Financial Officer Brian Grass reported dispositions of common shares tied to tax withholding on vested restricted stock awards. A total of 20,853 shares were withheld at $23.93 per share to cover estimated tax liabilities, and he now directly holds 187,277 common shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Grass Brian

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares, Par value $0.10 per share	4,812	$23.93	$115K
Tax Withholding	Common Shares, Par value $0.10 per share	16,041	$23.93	$384K

Holdings After Transaction: Common Shares, Par value $0.10 per share — 187,277 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for tax: 20,853 shares Per-share valuation: $23.93 per share Post-transaction holdings: 187,277 shares +2 more

5 metrics

Shares withheld for tax 20,853 shares Tax-withholding dispositions on vested restricted stock awards

Per-share valuation $23.93 per share Value used for tax-withholding share dispositions

Post-transaction holdings 187,277 shares Common shares directly held after tax withholding

First withholding lot 16,041 shares Common shares disposed in first tax-withholding entry

Second withholding lot 4,812 shares Common shares disposed in second tax-withholding entry

Key Terms

restricted stock awards, withholding of common shares, estimated tax liability, beneficially owned, +1 more

5 terms

restricted stock awards financial

"on the vesting of restricted stock awards"

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

withholding of common shares financial

"This transaction reflects the withholding of common shares"

estimated tax liability financial

"as satisfaction of estimated tax liability"

beneficially owned financial

"previously reported as beneficially owned in Mr. Grass's May 6, 2025 Form 4"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

transaction code F financial

"transaction_code": "F""

Form 4 Insider Transactions: What Each Field Means →

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^*

Grass Brian

(Last) (First) (Middle)

201 E. MAIN STREET

SUITE 300

(Street)

EL PASO TEXAS 79901

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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

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

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

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	05/01/2026		F(1)		4,812	D	$23.93	187,277	D
Common Shares, Par value $0.10 per share	05/01/2026		F(1)		16,041	D	$23.93	171,236	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. This transaction reflects the withholding of common shares as satisfaction of estimated tax liability on the vesting of restricted stock awards. The grant of the restricted stock awards was previously reported as beneficially owned in Mr. Grass's May 6, 2025 Form 4.

Remarks:

	W. Crews Lott as Attorney-In-Fact for Brian Grass	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Helen of Troy (HELE) CFO Brian Grass report in this Form 4?

Brian Grass reported share dispositions related to tax withholding, not an open-market sale. Common shares were withheld to satisfy estimated tax liabilities triggered by the vesting of restricted stock awards previously granted as part of his compensation.

How many Helen of Troy (HELE) shares were withheld for taxes in this filing?

A total of 20,853 common shares were withheld for estimated tax liabilities. The dispositions occurred in two transactions of 16,041 and 4,812 shares, both tied to the vesting of restricted stock awards rather than discretionary market sales of existing holdings.

At what price were the Helen of Troy (HELE) shares valued for tax withholding?

The withheld Helen of Troy common shares were valued at $23.93 per share. This price is used solely for calculating the value delivered to cover estimated tax obligations on the vesting restricted stock, not as an open-market sale transaction price.

How many Helen of Troy (HELE) shares does CFO Brian Grass hold after these transactions?

Following the tax-withholding dispositions, Brian Grass directly holds 187,277 Helen of Troy common shares. This figure reflects his remaining equity position after shares were withheld to satisfy estimated tax liabilities from vesting restricted stock awards.

Was this Helen of Troy (HELE) Form 4 a market sale or a tax-withholding event?

This Form 4 reflects a tax-withholding event, not a market sale. Shares were withheld to cover estimated tax liabilities on restricted stock vesting, classified under transaction code F, which indicates payment of tax or exercise costs by delivering securities.