Hydrofarm Holdings Group, Inc. SEC Filings

Hydrofarm Holdings Group, Inc. filed an S-3 shelf registration to offer up to $50,000,000 of securities, including common stock, preferred stock, debt securities, warrants, rights, and units, to be issued from time to time via prospectus supplements, subject to the offering limits in General Instruction I.B.6.

Unless stated in a supplement, net proceeds are intended for general corporate purposes, which may include working capital, debt repayment, share repurchases, capital expenditures, acquisitions and strategic investments. HYFM’s common stock trades on Nasdaq; the last reported sale price was $2.15 per share on November 11, 2025. The company calculated its public float under I.B.6 at $13,480,048, based on 4,097,279 non‑affiliate shares at $3.29 as of September 30, 2025, and disclosed no I.B.6 offers in the prior twelve months. Shares outstanding were 4,667,004 as of September 30, 2025; this is a baseline figure, not the amount being offered.

Hydrofarm Holdings Group, Inc. (HYFM) reported lower Q3 2025 results as industry pressures persisted. Net sales were $29,350 versus $44,009 a year ago, with gross profit of $3,409. The company posted a net loss of $16,390 (basic and diluted loss per share $3.51) compared with a net loss of $13,146 last year.

Year to date, net sales were $109,129 and net loss was $47,636. Cash and cash equivalents were $10,652 at quarter end, and total debt stood at $111,780. Stockholders’ equity was $178,282. Inventories declined to $38,338, reflecting portfolio and footprint actions.

The company executed a 1-for-10 reverse stock split effective February 12, 2025, and all per-share figures are split-adjusted. Hydrofarm continued restructuring to streamline operations, recording $895 of Q3 charges and $4,216 for the nine months, primarily inventory write-downs and facility actions. Operating cash flow for the nine months used $10,084, and interest expense in Q3 was $3,331.

Richard Christopher Yetter, a director of Hydrofarm Holdings Group, Inc. (HYFM), reported changes in beneficial ownership on 10/01/2025. He received an award of 20,000 restricted stock units (RSUs) that vest on 06/09/2026; each RSU converts to one share upon vesting. The report also shows Mr. Yetter is linked indirectly to 305,000 shares through Dumont Master Fund LP, although he disclaims beneficial ownership except for his pecuniary interest. Following the transaction, Mr. Yetter directly owns 20,000 shares and is reported as having indirect exposure to 305,000 shares. The Form 4 was signed by Mr. Yetter on 10/01/2025.

Richard Christopher Yetter, a director of Hydrofarm Holdings Group, Inc. (HYFM), filed an initial Form 3 reporting ownership on 10/01/2025. The filing shows beneficial ownership of 305,000 shares of Common Stock held indirectly through Dumont Master Fund LP. The filer disclaims beneficial ownership except to the extent of his pecuniary interest. The filing includes an Exhibit 24 Power of Attorney.

Hydrofarm Holdings Group, Inc. reported a board change: Ms. Peters resigned and the board accelerated vesting of 30,000 restricted stock units previously granted to her. The Board appointed Chris Yetter effective October 1, 2025 to fill the resulting Class III director vacancy, with an initial term through the 2026 annual meeting. Mr. Yetter, Founder and Chief Investment Officer of Dumont Global since 2018, was named to the Compensation Committee. The company disclosed no arrangements or transactions requiring additional Item 404 disclosure. Mr. Yetter will receive standard non-employee director compensation, including a pro rata grant of 20,000 restricted stock units scheduled to vest on June 9, 2026. A press release is attached as Exhibit 99.1.

William Douglas Toler, Executive Chairman and director of Hydrofarm Holdings Group, Inc. (HYFM), reported a sale of common stock. On 08/18/2025 he disposed of 445 shares at $4.51 per share. Following the reported transaction he beneficially owned 226,861 shares. The filing notes 1,500 stock-settled restricted stock units were vested and shares were withheld to satisfy tax withholding; fractional amounts were rounded to the nearest whole share. The Form 4 was signed on 08/19/2025.

Kevin Patrick O'Brien, identified as Chief Financial Officer and a director of Hydrofarm Holdings Group, Inc. (HYFM), reported a transaction dated 08/18/2025 involving his company's common stock. The filing shows a disposition of 48 shares at $4.51 per share recorded under transaction code F, and after the transaction he beneficially owns 14,372 shares directly.

The form's explanation states these 48 shares were withheld to satisfy tax withholding on the vesting of 166 restricted stock units that settle one-for-one in common stock. The report was signed on 08/19/2025. No other purchases, sales, derivative transactions, or amendments are disclosed in this filing.

Mark S. Parker, President of Hydrofarm Holdings Group, Inc. (HYFM), reported a routine disposition of company common stock on 08/18/2025. The Form 4 shows 370 shares were disposed at a reported price of $4.51 per share. After the transaction, Mr. Parker beneficially owned 21,000 shares directly.

The filing explains the 370-share disposition resulted from shares withheld to satisfy tax withholding on the vesting of 834 stock-settled restricted stock units, which are settled 1-for-1 in common stock. The document is a standard Section 16 reporting of an insider tax-withholding disposition and does not disclose other transactions or changes in control.

B. John Lindeman, who is identified as Chief Executive Officer and a director of Hydrofarm Holdings Group, Inc. (HYFM), reported a transaction dated 08/18/2025 related to the vesting of restricted stock units. The filing shows 1,167 stock-settled RSUs vested and 496 shares were withheld$4.5156,683 common shares directly. The Form 4 was signed on 08/19/2025. The filing contains an explanatory note that fractional amounts were rounded to the nearest whole share.