Helen of Troy (HELE) CFO reports 1,288-share tax withholding on vesting

Rhea-AI Filing Summary

HELEN OF TROY LTD Chief Financial Officer Brian Grass reported a routine tax-withholding disposition of common shares. On March 2, 2026, 1,288 common shares were withheld at an effective price of $17.64 per share to cover estimated taxes tied to restricted stock vesting on March 1, 2026. After this withholding event, Grass directly owned 134,322 common shares.

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

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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^*

Grass Brian

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		F(1)		1,288	D	$17.64	134,322	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 that occurred on March 1, 2026. The grant of the restricted stock awards was previously reported as beneficially owned in Mr. Grass's March 5, 2024 Form 4.

Remarks:

	Wayne C. Lott as Attorney-In-Fact for Brian Grass	03/03/2026
	** 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).
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FAQ

What insider transaction did HELEN OF TROY LTD (HELE) report for Brian Grass?

HELEN OF TROY LTD reported that CFO Brian Grass had 1,288 common shares withheld to cover estimated tax liability on vested restricted stock. This non-market transaction was recorded as a tax-withholding disposition rather than an open-market sale.

Was the HELEN OF TROY (HELE) insider transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld to satisfy estimated taxes when previously granted restricted stock awards vested on March 1, 2026, as described in the footnote.

How many HELEN OF TROY (HELE) shares were withheld for Brian Grass’s taxes?

The filing reports 1,288 common shares withheld to satisfy estimated tax liability. The effective price per share for this tax-withholding disposition was $17.64, tied to the vesting of restricted stock awards on March 1, 2026.

What is Brian Grass’s HELEN OF TROY (HELE) share ownership after the transaction?

After the tax-withholding disposition, CFO Brian Grass directly owned 134,322 HELEN OF TROY common shares. These shares reflect his remaining direct holdings following the withholding of 1,288 shares for estimated tax obligations on vested restricted stock.

What does transaction code "F" mean in the HELEN OF TROY (HELE) Form 4?

Transaction code "F" indicates payment of an exercise price or tax liability by delivering securities. In this case, it reflects withholding of HELEN OF TROY common shares to cover estimated taxes on restricted stock vesting, not a discretionary market trade.

Did HELEN OF TROY (HELE) previously report the restricted stock underlying this Form 4?

Yes, the footnote explains the restricted stock awards were previously reported as beneficially owned in Brian Grass’s March 5, 2024 Form 4. The current filing only reflects share withholding for estimated tax obligations upon vesting.