Helen of Troy (HELE) CFO has 2,949 shares withheld to cover tax on vesting

Rhea-AI Filing Summary

Helen of Troy Ltd Chief Financial Officer Brian Grass had common shares withheld to cover taxes on a stock award vesting. On the vesting of restricted stock awards on March 4, 2026, 2,949 common shares were disposed of at a price of $16.84 per share to satisfy estimated tax liabilities, as a tax-withholding disposition. Following this transaction, Grass directly owns 131,373 common shares of Helen of Troy.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Grass Brian

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Shares, Par value $0.10 per share	2,949	$16.84	$50K

Holdings After Transaction: Common Shares, Par value $0.10 per share — 131,373 shares (Direct)

Footnotes (1)

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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 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)
03/04/2026

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	03/04/2026		F(1)		2,949	D	$16.84	131,373	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 4, 2026. The grant of the restricted stock awards was previously reported as beneficially owned in Mr. Grass's March 6, 2025 Form 4.

Remarks:

	Wayne C. Lott as Attorney-In-Fact for Brian Grass	03/05/2026
	** 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.

FAQ

What insider transaction did Helen of Troy (HELE) report for Brian Grass?

Helen of Troy reported that CFO Brian Grass had 2,949 common shares withheld on March 4, 2026 to cover estimated tax liabilities from restricted stock vesting. This was a tax-withholding disposition, not an open-market purchase or sale.

Was the Helen of Troy (HELE) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 2,949 shares were withheld at $16.84 per share to satisfy estimated tax liability when restricted stock awards vested on March 4, 2026.

How many Helen of Troy (HELE) shares does Brian Grass hold after the Form 4 transaction?

After the March 4, 2026 tax-withholding transaction, CFO Brian Grass directly owns 131,373 common shares of Helen of Troy. The disposed 2,949 shares were withheld to pay estimated taxes on vesting restricted stock awards previously reported as beneficially owned.

What was the price per share in the Helen of Troy (HELE) Form 4 tax-withholding?

The Form 4 reports a transaction price of $16.84 per share for the 2,949 Helen of Troy common shares used to satisfy estimated tax liabilities tied to restricted stock awards that vested on March 4, 2026.

What triggered the tax-withholding share disposition for Helen of Troy (HELE) CFO Brian Grass?

The share disposition was triggered by the vesting of restricted stock awards on March 4, 2026. To cover estimated tax liability from this vesting, 2,949 common shares were withheld, as disclosed in the Form 4 footnote.

Were the restricted stock awards in the Helen of Troy (HELE) Form 4 previously reported?

Yes. The footnote explains the restricted stock awards were previously reported as beneficially owned in Brian Grass’s March 6, 2025 Form 4. The current filing only reflects shares withheld for taxes upon their vesting on March 4, 2026.