[8-K] HYDROFARM HOLDINGS GROUP, INC. Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Vacancy filled promptly with appointment effective October 1, 2025
• Transparent disclosure that no arrangements or Item 404 transactions require additional reporting
• New director has relevant experience (Founder and CIO of Dumont Global since 2018)
• Director compensation aligned with company practice, including a pro rata 20,000 RSU grant

Negative

• Director resignation (Ms. Peters) reduced board continuity and created a vacancy
• Accelerated vesting of 30,000 RSUs to the departing director increases near-term equity dilution

Insights

Financial Analyst

TL;DR: Board turnover with accelerated RSU vesting and a replacement director who is a significant investor affiliate.

The filing documents a routine but material board-level change: an incumbent director resigned and the company filled the vacancy immediately with an experienced investor-affiliated director. The accelerated vesting of 30,000 RSUs to the departing director is a one-time compensation recognition. The new director receives a pro rata grant of 20,000 RSUs vesting in mid-2026, consistent with typical non-employee director pay practices. There is no Item 404 disclosure required and the company states there were no disagreements with the departing director on company operations, policies, or practices.

Corporate Governance Expert

TL;DR: Governance impact is moderate: vacancy promptly filled and committee membership addressed; disclosures appear complete.

The filing shows timely governance action: the board filled the vacancy and updated committee composition by appointing Mr. Yetter to the Compensation Committee. The filing explicitly states there are no arrangements or reportable related-party transactions involving the new director, and affirms the resignation was not due to disagreement. Accelerated vesting and the pro rata RSU grant are disclosed transparently. These items are material to governance oversight but do not indicate broader governance issues based on the information provided.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 29, 2025

Hydrofarm Holdings Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39773

81-4895761

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

1510 Main Street

Shoemakersville, PA 19555

(Address of Principal Executive

Offices) (Zip Code)

Registrant’s telephone number, including area code: (707) 765-9990

Former Name or Former Address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Stock, $0.0001 par value per share			HYFM			Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 29, 2025, Susan P. Peters, a non-employee director of Hydrofarm Holdings Group, Inc. (the “Company” or “Hydrofarm”) notified the Company’s Board of Directors (the “Board”) of her intention to retire and tendered her resignation to be effective October 1, 2025 (the "Resignation"). Ms. Peters did not resign as a result of any disagreement with the Company on any matter relating to its operations, policies or practices. In connection with Ms. Peters resignation, the Board has accelerated the vesting of 30,000 restricted stock units previously granted to Ms. Peters.

On September 29, 2025, the Company’s Board appointed Chris Yetter to serve on the Board effective as of October 1, 2025 to fill the Board vacancy as a Class III director created by the Resignation, with an initial term ending at the Company's 2026 annual meeting of stockholders. Mr. Yetter was also appointed to serve on the Compensation Committee of the Board. Mr. Yetter has served since 2018 as the Founder and Chief Investment Officer of Dumont Global, a private investment partnership and affiliate of Dumont Master Fund LP, a long standing stockholder of the Company. There are no arrangements or understandings between Mr. Yetter and any other person pursuant to which Mr. Yetter was selected as a director. There are no transactions involving Mr. Yetter requiring disclosure pursuant to Item 404(a) of Regulation S-K.

Mr. Yetter will receive compensation for services as a non-employee director of the Company consistent with the compensation generally provided to other non-employee directors of the Company. This compensation includes a pro rata grant of 20,000 restricted stock units on October 1, 2025, which are scheduled to vest on June 9, 2026.

A copy of the press release announcing the resignation of Ms. Peters and appointment of Mr. Yetter is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.						Description
99.1						Press Release, dated October 2, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Hydrofarm Holdings Group, Inc.
Date: October 2, 2025			By:			/s/ B. John Lindeman
						Name:			B. John Lindeman
						Title:			Chief Executive Officer
									(Principal Executive Officer)

FAQ

Who resigned from the Hydrofarm (HYFM) board?

The filing states that Ms. Peters resigned from the Board; the company says the resignation was not due to a disagreement with company operations, policies, or practices.

Who was appointed to the Hydrofarm (HYFM) board and when does the appointment take effect?

Chris Yetter was appointed to the Board effective October 1, 2025 to fill the Class III director vacancy.

What compensation was disclosed for the new director at Hydrofarm (HYFM)?

Mr. Yetter will receive standard non-employee director compensation, including a pro rata grant of 20,000 restricted stock units that are scheduled to vest on June 9, 2026.

Did Hydrofarm disclose any related-party transactions for the new director?

The filing states there are no arrangements or understandings between Mr. Yetter and any other person related to his selection and no transactions requiring disclosure under Item 404 of Regulation S-K.

What happened to the restricted stock units previously granted to the departing director?

The Board accelerated the vesting of 30,000 restricted stock units previously granted to Ms. Peters in connection with her resignation.