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

Rhea-AI Filing Summary

Krista Berry, a director of Helen Of Troy Ltd (HELE), acquired 992 restricted common shares on 09/02/2025 that vested immediately. The grant included a tax-offset right that entitles Ms. Berry to receive a cash amount to cover certain tax liabilities related to the vesting. The transaction price is reported as $0, and after the acquisition Ms. Berry beneficially owned 7,865 common shares. The Form 4 lists the filing as by one reporting person and includes Exhibit 24 (Power of Attorney) as an attachment.

Positive

• Immediate vesting of 992 restricted shares increases the reporting person's stake without further vesting conditions
• Tax-offset right accompanies the grant, providing cash to cover certain tax liabilities upon vesting
• Clear disclosure of the transaction type, amount, and resulting beneficial ownership (7,865 shares)

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Immediate vesting of restricted shares with a tax-offset is a routine director compensation event; disclosure is standard.

The filing documents a typical equity compensation settlement for a director: 992 restricted shares vested immediately and include a tax-offset right to cover related tax liabilities. Such arrangements are commonly used to align director interests with shareholders while providing tax relief. The transaction is reported as having a $0 price, consistent with transfers from issuance or awards rather than open-market purchases. No other governance issues or departures are disclosed in the form.

Securities Analyst

TL;DR: Modest change in insider holdings; 992 shares added, total beneficial ownership now 7,865 shares.

The transaction increases the reporting director's beneficial stake by 992 shares to 7,865 shares. The grant vested immediately and was accompanied by a cash tax-offset right. Because the reported price is $0 and the award vested, this appears to be a non-cash compensation issuance rather than a market purchase. The Form 4 does not disclose derivative transactions or additional dispositions.

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^*

Berry Krista

(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)	7,865	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 Krista Berry	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 Krista Berry report on the Form 4 for HELE?

The Form 4 reports an acquisition of 992 restricted common shares that vested immediately on 09/02/2025.

How many Helen Of Troy (HELE) shares does Krista Berry beneficially own after the reported transaction?

After the transaction, Krista Berry beneficially owns 7,865 common shares.

Was there a purchase price for the shares reported on the Form 4?

The transaction lists a price of $0, consistent with an awarded grant that vested rather than an open-market purchase.

Did the restricted stock award include any tax-related provisions?

Yes, the grant included a tax-offset right entitling the reporting person to receive cash to pay certain tax liabilities incurred upon vesting.

Is the Form 4 filed by multiple reporting persons or a single reporting person?

The form indicates it was filed by one reporting person.