[Form 4] HELEN OF TROY LTD Insider Trading Activity

Rhea-AI Filing Summary

Helen of Troy Ltd (HELE) Chief Financial Officer Brian Grass reported a sale of 322 common shares on 10/06/2025 at a price of $26.44 per share. The filing states these shares were withheld to satisfy estimated tax withholding tied to the vesting of previously granted restricted stock awards that vested on 10/04/2025. After the withholding, Mr. Grass beneficially owned 135,610 shares directly. The original grant was disclosed in a Form 4 filed on 10/10/2023. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Grass on 10/08/2025.

Positive

• Insider retained substantial stake: holds 135,610 shares after withholding
• Transaction was tax withholding for vested restricted stock, not an open-market sale

Negative

• None.

Insights

Corporate Governance Analyst

Insider tax-withholding sale for vested restricted stock; ownership remains sizable.

The transaction is a routine tax-related withholding: 322 shares were surrendered at $26.44 to cover estimated taxes on restricted stock that vested on 10/04/2025. This mechanism is common when companies issue restricted stock awards and does not reflect a discretionary open-market sale.

The remaining direct holding of 135,610 shares indicates continued alignment with shareholders, though investors may note the vesting schedule and future withholding events. Watch for additional Form 4s around future vesting dates or any separate open-market sales reported within typical SEC reporting windows.

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^*

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)
10/06/2025

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	10/06/2025		F(1)		322	D	$26.44	135,610	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 October 4, 2025. The grant of the restricted stock awards was previously reported as beneficially owned in Mr. Grass's October 10, 2023 Form 4.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	Tessa N. Judge as Attorney-In-Fact for Brian Grass	10/08/2025
	** 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 did HELE CFO Brian Grass report on Form 4?

He reported the withholding sale of 322 common shares at $26.44 per share on 10/06/2025 to satisfy estimated tax on vested restricted stock.

Why were the shares sold according to the Form 4?

The filing explains the shares were withheld as tax withholding for restricted stock awards that vested on 10/04/2025.

How many HELE shares does Brian Grass own after this transaction?

The Form 4 reports he beneficially owns 135,610 common shares following the withholding.

Was this filing an amendment to a prior Form 4?

No amendment date is shown; the form lists the earliest transaction date as 10/06/2025 and references the original grant disclosure on 10/10/2023.

Who signed the Form 4 filing for Brian Grass?

The filing is signed by Tessa N. Judge as Attorney-In-Fact for Brian Grass on 10/08/2025.