Hydrofarm hit by Nasdaq equity, bid-price warnings

Hydrofarm Holdings Group, Inc. reports that Nasdaq has determined the company failed to regain compliance with the $2.5 million minimum stockholders’ equity requirement and has also notified it of noncompliance with the $1 minimum bid price rule.

Rhea-AI Filing Summary

Hydrofarm Holdings Group, Inc. reports that Nasdaq has determined the company failed to regain compliance with the $2.5 million minimum stockholders’ equity requirement and has also notified it of noncompliance with the $1 minimum bid price rule.

The company has requested a hearing before a Nasdaq Hearing Panel, which temporarily halts delisting actions while the process and any extension period proceed. It has 180 calendar days to restore a closing bid price of at least $1 for ten consecutive business days and is considering options to regain compliance with both requirements.

Positive

• None.

Negative

• Failure to meet Nasdaq equity extension: Nasdaq determined Hydrofarm did not satisfy the terms of its previously granted extension to regain compliance with the $2.5 million minimum stockholders’ equity requirement, increasing the risk of eventual delisting from The Nasdaq Capital Market.
• New minimum bid-price deficiency: The company also fell out of compliance with Nasdaq’s $1 minimum bid price rule after 30 consecutive business days below this level, triggering a 180‑day cure period and adding another listing-standard hurdle.

Insights

Equity & listing standards analyst

Nasdaq equity and bid-price failures raise delisting risk for Hydrofarm.

Hydrofarm has not met Nasdaq’s $2.5 million minimum stockholders’ equity rule and has now fallen below the $1 minimum bid price for 30 consecutive business days. Nasdaq’s determination letter follows an earlier extension that the company did not satisfy.

The company requested a hearing before a Nasdaq Hearing Panel, which stays immediate delisting while the appeal is considered. Separately, Nasdaq granted a 180‑day window for bid‑price compliance, requiring at least ten consecutive days with a closing bid at or above $1.

Actual outcomes depend on operational performance, equity levels, market valuation and any actions the company may take to restore compliance. Delisting would shift trading to a less liquid market, so future Exchange Act filings explaining equity changes, capital measures or corporate actions will be important to understand how listing status evolves.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum stockholders’ equity requirement: $2.5 million Minimum bid price requirement: $1 per share Bid-price compliance period: 180 calendar days +2 more

5 metrics

Minimum stockholders’ equity requirement $2.5 million Nasdaq Capital Market Listing Rule 5550(b)(1) threshold for Hydrofarm

Minimum bid price requirement $1 per share Nasdaq Listing Rule 5550(a)(2) threshold breached for 30 consecutive business days

Bid-price compliance period 180 calendar days Time allowed to regain $1 minimum bid price under Nasdaq rules

Bid-price cure condition 10 consecutive business days Required period with closing bid at or above $1 to regain compliance

Appeal deadline July 9, 2026 Date by which Hydrofarm could request Nasdaq Hearing Panel review

Key Terms

Listing Rule 5550(b)(1), minimum stockholders’ equity requirement, Listing Rule 5550(a)(2), minimum bid price requirement, +2 more

6 terms

Listing Rule 5550(b)(1) regulatory

"not in compliance with the $2.5 million minimum stockholders’ equity requirement ... under Listing Rule 5550(b)(1)"

Listing Rule 5550(b)(1) is a Nasdaq listing standard that sets a minimum share price requirement companies must meet to stay listed on the exchange. It matters to investors because falling below that threshold can trigger delisting procedures, which often reduce a stock’s visibility, trading liquidity and value; think of it like a minimum score needed to remain in a sports league — miss it and you risk being dropped until you improve.

minimum stockholders’ equity requirement financial

"not in compliance with the $2.5 million minimum stockholders’ equity requirement for continued listing"

Listing Rule 5550(a)(2) regulatory

"not in compliance with the minimum bid price requirement ... under Listing Rule 5550(a)(2)"

Listing Rule 5550(a)(2) is a Nasdaq listing standard that sets a minimum share-price requirement for securities to be listed or to remain listed on the Nasdaq Capital Market. It matters to investors because falling below that minimum can trigger delisting reviews or increased volatility, much like a safety bar on a ride — if a stock can’t meet the height requirement, it risks being removed from the exchange, which can reduce liquidity and access for buyers and sellers.

minimum bid price requirement market

"not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Nasdaq Hearing Panel regulatory

"request an appeal of this determination at a hearing before the Nasdaq Hearing Panel"

A Nasdaq hearing panel is a group of independent reviewers who decide whether a publicly listed company has broken the exchange’s rules and what penalties, if any, should apply. Think of it like a neighborhood committee that reviews complaints and can impose fines, require fixes, or remove a member; for investors, the panel’s rulings can affect whether a stock keeps trading, faces suspension, or suffers reputational and price impact.

forward-looking statements regulatory

"contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

What Nasdaq rules is Hydrofarm (HYFM) currently not complying with?

Hydrofarm is not complying with Nasdaq’s $2.5 million minimum stockholders’ equity requirement under Listing Rule 5550(b)(1) and the $1 minimum bid price requirement under Listing Rule 5550(a)(2), creating a risk that its shares could eventually be delisted.

What did Nasdaq’s determination letter say about Hydrofarm (HYFM)?

Nasdaq’s determination letter informed Hydrofarm that it did not meet the terms of the earlier extension to regain compliance with the equity rule. This allows Hydrofarm to request a hearing, but also moves the company closer to potential delisting if compliance is not restored.

How is Hydrofarm (HYFM) responding to Nasdaq’s equity noncompliance?

Hydrofarm requested a hearing before a Nasdaq Hearing Panel by the stated deadline, which stays further delisting action during the hearing process and any granted extension period. The company states it is considering all options to regain compliance with the equity requirement.

What is Hydrofarm’s deadline to fix the Nasdaq bid-price issue?

Under Nasdaq’s bid-price rule, Hydrofarm has a 180 calendar day compliance period. If at any time during this window the closing bid price is at least $1 for ten consecutive business days, Nasdaq will provide written confirmation that the company has regained compliance.

Could Hydrofarm (HYFM) be delisted from Nasdaq?

Delisting is a possible outcome if Hydrofarm fails to regain compliance with Nasdaq’s equity and bid-price requirements and does not secure sufficient relief from the Hearing Panel. The company notes there is no assurance it will regain or maintain compliance with all listing rules.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/09/2026 - 04:07 PM Learn about SEC filing dates

false 0001695295 0001695295 2026-07-02 2026-07-02

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): July 2 , 2026

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

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on April 1, 2026, Hydrofarm Holdings Group, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the $2.5 million minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Listing Rule 5550(b)(1) (the “Equity Rule”).

As previously disclosed, on June 16, 2026, the Company received another letter from Nasdaq indicating that, based on Nasdaq’s review of the Company’s plan submitted on May 18, 2026 and related materials submitted on June 8, 2026, Nasdaq granted the Company an extension to regain compliance with the Equity Rule.

On July 2, 2026, the Company received a determination letter from Nasdaq (the “Nasdaq Determination Letter”) notifying the Company that it did not meet the terms of the extension granted by Nasdaq to regain compliance with the Equity Rule. The Nasdaq Determination Letter states that the Company may request an appeal of this determination at a hearing before the Nasdaq Hearing Panel (the “Panel”) by July 9, 2026.

On July 9, 2026, the Company timely requested a hearing before the Panel, which stayed any further action by Nasdaq at least pending completion of the hearing process and the expiration of any extension period that may be granted by the Panel. The Company is considering all options available to it to regain compliance with the Equity Rule. However, there can be no assurance that the Company will be able to regain compliance with the Equity Rule or will otherwise be in compliance with other applicable Nasdaq Listing Rules, that the Panel will grant the Company an additional extension period to remain listed on Nasdaq, or that the Panel will be successful.

On July 6, 2026, the Company also received a letter from the Listing Qualifications Department of Nasdaq indicating that the Company was not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Listing Rule 5550(a)(2) (the “Bid Price Rule”) because the Company had not maintained a minimum closing bid price of $1 per share for the prior 30 consecutive business days. The Bid Price Rule provides the Company a compliance period of 180 calendar days in which to regain compliance. If at any time during the 180-day period, the closing bid price of the Company’s common stock is at least $1 for a minimum of ten consecutive business days, Nasdaq will provide written confirmation to the Company of compliance. In the event that the Company does not regain compliance with the Bid Price Rule, the Company may be eligible for additional time. The Company intends to monitor the closing bid price of its common stock and is considering its options to regain compliance with the Bid Price Rule. 

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. These statements include statements made about the Company’s intent or ability to regain compliance with the minimum stockholders’ equity requirement,  minimum bid price requirement and other continued listing requirements, as well as the Company’s intent to pursue a hearing with the Panel and successfully appeal the findings in the Nasdaq Determination Letter. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond the Company’s control, include risks described in the section entitled “Risk Factors” and elsewhere in the Company’s Annual Report on Form 10-K filing made with the U.S. Securities Exchange Commission on March 27, 2026, and the Company’s other Exchange Act filings. In addition, these forward-looking statements may be subject to risks and uncertainties related to the Company’s ability to meet the continued listing standards of Nasdaq; the Company’s current level of indebtedness; the Company’s ability to maintain and preserve liquidity due to a variety of reasons, including industry conditions such as oversupply, fluctuations in the price of products and competitive industry pressures; and the Company’s ability to access additional sources of capital. These forward-looking statements speak only as of the date hereof and should not be unduly relied upon. The Company disclaims any obligation to update these forward-looking statements. All forward-looking statements in this document are qualified in their entirety by this cautionary statement.

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: July 9, 2026	By:	/s/ William Toler
		Name:	William Toler
		Title:	Chief Executive Officer & Chairman of the Board of Directors
			(Principal Executive Officer)

Filing Exhibits & Attachments

4 documents

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB