Helen Of Troy (HELE) Form 4 — 992 Restricted Shares Vested for Director

Rhea-AI Filing Summary

Elena Otero, a director of Helen Of Troy Ltd (HELE), reported a transaction dated 09/02/2025 in which 992 restricted common shares vested immediately and were treated as an acquisition at a $0 price due to grant/vesting mechanics. Following this transaction she beneficially owns 5,083 common shares. The filing notes the vested restricted stock is accompanied by a tax-offset right that provides a cash amount to cover certain tax liabilities arising on vesting. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Positive

• Director retained ownership as 992 restricted shares vested, increasing insider alignment with shareholders
• Transaction fully disclosed with tax-offset detail, improving transparency

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director received immediate vesting of 992 restricted shares with a tax-offset feature; ownership now 5,083 shares.

The transaction is a routine insider vesting event rather than an open-market purchase or sale. The filing explicitly states the grant vested immediately and includes a tax-offset right to cover resulting tax liabilities, which is a common executive compensation mechanism. No cash purchase or sale price was reported because the economic effect arises from a previously granted award vesting. Given the size disclosed, the change appears non-material to total outstanding shares and does not indicate a change in board composition or corporate control.

Securities Analyst

TL;DR: Small-scale vesting increased a director's beneficial holdings to 5,083 shares; transaction is disclosure-driven, not market-moving.

This Form 4 documents an in-kind vesting event: 992 shares vested and were reported as acquisition (code A) at $0, accompanied by a tax-offset right. The filing contains no derivative transactions, no open-market trades, and no indication of amendment to prior filings. From an investor-impact perspective, the disclosure informs of insiders receiving compensation but provides no new operational or financial data about the issuer.

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

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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^*

Otero Elena

(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)	5,083	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 Elena Otero	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 did HELE director Elena Otero report on Form 4?

She reported 992 restricted common shares vested on 09/02/2025, recorded as an acquisition at $0, and now beneficially owns 5,083 shares.

Was there a cash purchase or sale reported in this Form 4 for HELE?

No. The filing shows a vesting of restricted stock reported as an acquisition at $0, not an open-market cash transaction.

Does the Form 4 mention any tax-related provisions for the vested shares?

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

What is the reporting date and signature information on the Form 4?

Transaction date: 09/02/2025. Form signed by attorney-in-fact Tessa N. Judge on 09/03/2025.

Did the filing report any derivative securities for Elena Otero?

No. Table II for derivative securities contains no reported transactions.