Hydrofarm corrects stock offering dilution figures

The concurrent placement offers up to 640,000 pre-funded warrants instead of shares when a purchase would exceed the holder's elected 4.99% or 9.99% beneficial-ownership limit.

Available on EDGAR 11/05/2026 - 06:04 AM EST Accepted by SEC EDGAR 11/04/2026 - 08:28 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Hydrofarm Holdings Group, Inc. (HYFM) amended its prospectus supplement for a registered direct offering of 1,599,400 common shares at $0.905 per share. In the concurrent private placement, it is selling 6,971,575 additional common shares and common warrants to purchase up to 9,210,975 shares, plus up to 640,000 pre-funded warrants.

The amendment replaces the Dilution section with corrected figures. After giving effect to satisfaction of obligations under the senior secured term loan and resolution of claims in consideration for 27.8 million Series 1 Non-Voting Convertible Preferred shares with a stated value of $27.8 million, pro forma net tangible book value as of June 30, 2026 would be $10.2 million, or $2.12 per share. After the offering and concurrent placement, pro forma as-adjusted net tangible book value would be $16.4 million, or $1.22 per share, a $0.90 per-share decrease for existing stockholders and $0.32 per-share accretion for new investors.

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• Major point. Forward-looking: it has not happened yet and may not happen.$0.90 per-share decrease in pro forma net tangible book value for existing stockholders.

Filing Explained

The amendment’s dilution table uses 4,814,612 common shares as its base but excludes 27,500,000 lender-warrant shares and 736,878 placement-agent-warrant shares, plus outstanding options and RSUs; exercise, settlement or conversion of excluded securities could further dilute purchasers.

Key Figures

Registered direct offering shares: 1,599,400 shares Public offering price: $0.905 per share Concurrent private placement common shares: 6,971,575 shares +5 more

8 metrics

Registered direct offering shares 1,599,400 shares Registered direct offering

Public offering price $0.905 per share Registered direct offering

Concurrent private placement common shares 6,971,575 shares Concurrent private placement

Common warrant shares Up to 9,210,975 shares Issuable upon exercise of common warrants in the concurrent private placement

Pro forma as-adjusted net tangible book value $16.4 million As of June 30, 2026, after giving effect to the offering and concurrent private placement

Pro forma as-adjusted net tangible book value per share $1.22 per share As of June 30, 2026, after giving effect to the offering and concurrent private placement

Decrease for existing stockholders $0.90 per share Decrease in pro forma net tangible book value per share

Accretion for new investors $0.32 per share Investors purchasing shares in the offering and concurrent private placement

Key Terms

net tangible book value, pro forma as adjusted net tangible book value, registered direct offering, Pre-Funded Warrants, +1 more

5 terms

net tangible book value financial

"Net tangible book value is total assets minus the sum of total liabilities and intangible assets."

Net tangible book value is the per-share value of a company if you take all its physical assets and cash, subtract what it owes, and ignore intangible items like patents or brand names. Think of it like the cash you’d split among owners if a business sold its furniture and buildings but not its reputation. Investors use it as a conservative benchmark to judge whether a stock is cheaply priced relative to hard, sellable assets.

pro forma as adjusted net tangible book value financial

"our pro forma as adjusted net tangible book value as of June 30, 2026"

registered direct offering regulatory

"in a registered direct offering to certain institutional investors"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

Pre-Funded Warrants financial

"pre-funded warrants to purchase up to 640,000 shares of Common Stock"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

beneficially owning regulatory

"beneficially owning more than 4.99% or 9.99%"

Beneficially owning a security means you have the economic rights and practical power over shares even if they’re held in another name—you can receive dividends, sell the shares, or direct how they’re voted. Think of it like renting a car: you may not hold the title, but you control and use it. For investors, beneficial ownership reveals who actually controls or benefits from a company’s stock and is used in regulatory disclosure and voting calculations.

Offering Details

primary · 1,599,400 shares

Offering

Offering Type primary

Securities Offered Common Stock

Offering Amount 1,599,400 shares

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares is HYFM offering in the registered direct offering?

HYFM's registered direct offering covers 1,599,400 common shares at $0.905 per share. The concurrent private placement includes 6,971,575 additional common shares and warrants to purchase up to 9,210,975 shares.

When does HYFM offer pre-funded warrants in the concurrent placement?

The company offers pre-funded warrants in lieu of private-placement common shares when a purchase would otherwise leave the purchaser, together with affiliates and certain related parties, beneficially owning more than 4.99% or 9.99% of outstanding common stock immediately after both transactions. The holder elects which limit applies.

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Filed Pursuant to Rule 424(b)(5)

Registration No. 333-291444

Amendment No. 1 dated November 5, 2026

To Prospectus Supplement dated October 27, 2026

(To Prospectus dated December 10, 2025)

1,599,400 Shares

Common Stock

This Amendment No. 1 to Prospectus Supplement, or this Amendment, amends the prospectus supplement of Hydrofarm Holdings Group, Inc. dated October 27, 2026 and filed with the Securities and Exchange Commission, or the Commission, on October 29, 2026, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, or the Prospectus Supplement, relating to the offer of 1,599,400 shares of our common stock, par value $0.0001 per share, which we refer to as our Common Stock, in a registered direct offering to certain institutional investors in a privately negotiated transaction pursuant to the Prospectus Supplement and the accompanying prospectus dated December 10, 2025, or the Base Prospectus. In a concurrent private placement, we are also selling to such investors 6,971,575 additional shares of Common Stock, or the Unregistered Shares, common stock warrants, or the Common Warrants, to purchase up to 9,210,975 shares of our Common Stock, or the Common Warrant Shares. We are also offering to purchasers whose purchase of shares of Common Stock in the concurrent private placement would otherwise result in the investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% or 9.99%, at the election of the holder, of our outstanding Common Stock immediately following the consummation of the registered direct offering and the concurrent private placement, pre-funded warrants to purchase up to 640,000 shares of Common Stock, which we refer to as the Pre-Funded Warrants, in lieu of shares of Common Stock in the concurrent private placement.

This Amendment should be read in conjunction with the Prospectus Supplement and the Base Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus Supplement. This Amendment is not complete without, and may only be delivered or utilized in connection with, the Prospectus Supplement and the Base Prospectus, including any amendments or supplements thereto.

This Amendment is being filed solely to correct certain aggregate dollar amounts, per share amounts and related narrative disclosure in the section entitled "Dilution," including (i) our pro forma net tangible book value per share as of June 30, 2026, (ii) the decrease in pro forma net tangible book value per share attributable to new investors, (iii) our pro forma as adjusted net tangible book value per share as of June 30, 2026, after giving effect to this offering and the concurrent private placement, and (iv) the accretion per share to new investors purchasing shares in this offering and the concurrent private placement. For ease of reference, the section of the Prospectus Supplement under the heading “Dilution” is amended and restated in its entirety in this Amendment to reflect these corrections, and the restated section set forth below supersedes and replaces that section of the Prospectus Supplement in its entirety.

Except as expressly set forth herein, this Amendment does not amend, update or otherwise modify the Prospectus Supplement or the Base Prospectus.

Investing in our Common Stock involves risks. See “Risk Factors” on page S-8 of the prospectus supplement and in the documents incorporated by reference into the prospectus supplement before making your investment decision.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

ThinkEquity

The date of this Amendment No.1 is November 5, 2026.

DILUTION

If you invest in our Common Stock in this offering, your ownership interest may be diluted or benefitted immediately to the extent of the difference between the price per share you pay in this offering and the as adjusted net tangible book value per share of our Common Stock immediately after giving effect to this offering.

Our historical net tangible book deficit as of June 30, 2026 was $(91.8) million, or $(19.07) per share of our Common Stock. Net tangible book value is total assets minus the sum of total liabilities and intangible assets. Net tangible book value per share is net tangible book value divided by the total number of shares of our Common Stock outstanding as of June 30, 2026. After giving effect to the satisfaction of our obligations under the senior secured term loan pursuant to the payoff letter and the resolution of all claims pursuant to the Agreement in consideration of the issuance of an aggregate of 27.8 million shares of our Series 1 Non-Voting Convertible Preferred Stock having a stated value of $27.8 million, our pro forma net tangible book value as of June 30, 2026 would have been $10.2 million, or $2.12 per share. Then after giving effect to (x) the sale by us of (i) shares of our Common Stock in the aggregate amount of $1.4 million at a public offering price of $0.905 per share, and (ii) shares of our Common Stock, Pre-Funded Warrants and Common Warrants in the concurrent private placement in the aggregate amount of $6.9 million, in each instance, less the estimated commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2026 would have been $16.4 million, or $1.22 per share. This represents an immediate decrease in pro forma net tangible book value compared to pro forma net tangible book value, as adjusted, of $0.90 per share to existing stockholders and an increase of $0.32 per share to investors in this offering. The following table illustrates this per share accretion.

Public offering price per share	​	​	​	​	​	$	0.905	​
Pro forma net tangible book value per share as of June 30, 2026	​	$	2.12	​	​	​	​	​
Decrease in pro forma net tangible book value per share attributable to new investors	​	​	(0.90	)	​	​	​	​
Pro forma as adjusted net tangible book value per share as of June 30, 2026 after giving effect to this offering and in the concurrent private placement	​	​	​	​	​	$	1.22	​
Accretion per share to new investors purchasing shares in this offering and in the concurrent private placement	​	​	​	​	​	$	0.32	​

We may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or securities convertible into our Common Stock, the issuance of these securities could result in further dilution to our stockholders.

The above discussion and table are based on 4,814,612 shares of our Common Stock outstanding as of June 30, 2026. This number excludes the following:

	●	25,875 shares of Common Stock issuable upon exercise of outstanding stock options with a weighted average exercise price of $97.25 per share;
	●	209,168 shares of Common Stock issuable upon vesting of outstanding restricted stock units, or RSUs;
	●	137,460 shares of Common Stock issuable upon vested RSUs having a delivery deferred to a future time;
	●	138,871 shares of Common Stock available for future grant under our 2020 Employee, Director and Consultant Equity Incentive Plan;
	●	27,800,000 shares of Common Stock issuable upon conversion of the Series 1 Non-Voting Convertible Preferred Stock;
	●	27,500,000 shares of Common Stock issuable upon exercise of the Lender Warrants at an exercise price of $0.78 per share;

2

	●	9,210,975 Common Warrant Shares issuable upon exercise of Common Warrants issued in the concurrent private placement at an exercise price of $0.78 per share;
	●	736,878 Common Warrant Shares issuable upon exercise of the Placement Agent Warrants at an exercise price of $0.78 per share; and
	●	640,000 Pre-Funded Warrant Shares issuable upon exercise of Pre-Funded Warrants issued in the concurrent private placement at an exercise price of $0.0001 per share.

To the extent that options, RSUs and warrants are exercised or settle, as applicable, or other shares are issued, including shares issuable upon conversion of the Series 1 Non- Voting Convertible Preferred Stock, investors purchasing our securities in this offering may experience further dilution. In addition, we will need to raise additional capital, and, to the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to investors in this offering.

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