What key risks did Hydrofarm highlight related to regaining Nasdaq compliance?

Hydrofarm cited risks around meeting Nasdaq Capital Market standards, closing strategic transactions, managing its current indebtedness, maintaining liquidity amid industry pressures, and accessing additional capital, all of which may affect its ability to regain and sustain listing compliance.

Nasdaq gives Hydrofarm (NASDAQ: HYFM) more time to meet equity rule

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Hydrofarm Holdings Group, Inc. received an extension from Nasdaq to regain compliance with Nasdaq Listing Rule 5550(b), which sets minimum standards for stockholders’ equity, market value and net income. The company must demonstrate compliance when it files its report for the three months ended September 30, 2026, or it may face delisting, with the option to appeal to a Nasdaq Hearings Panel.

The extension is conditioned on Hydrofarm entering into definitive agreements for certain strategic transactions and publicly reporting how these actions resolve its stockholders’ equity deficiency, potentially including a recent balance sheet with pro forma adjustments. The company cautions there is no assurance it will regain or maintain compliance, and highlights risks related to liquidity, indebtedness, industry conditions and access to capital.

Positive

None.

Negative

Nasdaq compliance and delisting risk: Hydrofarm is currently out of compliance with Nasdaq Listing Rule 5550(b) and only has a time-limited extension tied to strategic transactions; failure to demonstrate compliance in the September 30, 2026 quarter report could lead to a delisting process.

Insights

Nasdaq extension delays, but does not remove, delisting risk.

Hydrofarm has been granted extra time by Nasdaq to meet Listing Rule 5550(b), which requires minimum levels of stockholders’ equity, market value, or net income. The company must show compliance in its report for the quarter ended September 30, 2026.

The extension hinges on completing “certain strategic transactions” and publishing disclosures that demonstrate improved stockholders’ equity, potentially using a recent pro forma balance sheet. This implies reliance on transactions rather than organic earnings alone to address the deficiency.

If Hydrofarm cannot evidence compliance by the specified reporting date, Nasdaq may move to delist the shares, though the company could appeal to a Hearings Panel. The filing also underscores broader risks, including indebtedness, liquidity pressures in a challenged industry environment, and dependence on additional capital, which collectively frame this as a materially negative overhang until resolved.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Minimum stockholders’ equity requirement: $2,500,000 Minimum market value of listed securities: $35,000,000 Minimum net income requirement: $500,000 +1 more

4 metrics

Minimum stockholders’ equity requirement $2,500,000 Nasdaq Listing Rule 5550(b) threshold

Minimum market value of listed securities $35,000,000 Nasdaq Listing Rule 5550(b) threshold

Minimum net income requirement $500,000 Net income from continuing operations under Rule 5550(b)

Compliance review period end Three months ended September 30, 2026 Quarter whose report must evidence compliance

Key Terms

Nasdaq Listing Rule 5550(b), stockholders’ equity, market value of listed securities, net income from continuing operations, +2 more

6 terms

Nasdaq Listing Rule 5550(b) regulatory

"Nasdaq has granted the Company an extension to regain compliance with Nasdaq Listing Rule 5550(b) (the “Rule”)."

A Nasdaq listing rule that requires companies on the Nasdaq Capital Market to keep their share price at or above a minimum level (commonly $1.00 per share) to avoid delisting. It matters to investors because dropping below that threshold can start a formal review that may remove a stock from the exchange, which can reduce trading liquidity, make shares harder to sell, and hurt a company’s ability to raise capital — similar to a store losing its grade and being forced to close or move to a less prominent location.

stockholders’ equity financial

"The Rule requires a company to maintain a minimum of $2,500,000 in stockholders’ equity..."

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

market value of listed securities financial

"The Rule requires a company to maintain ... a market value of listed securities of at least $35,000,000..."

The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.

net income from continuing operations financial

"or net income from continuing operations of $500,000 in the most recently completed fiscal year..."

Net income from continuing operations is the profit a company earns from its ongoing, day-to-day business after paying costs, interest and taxes, excluding results from businesses it has sold or closed and one-time gains or losses. Investors care because it shows the company's recurring earning power—like comparing a regular paycheck to a one-off bonus—and gives a clearer picture of sustainable profits used to value the business and judge management performance.

strategic transactions financial

"Nasdaq’s extension is conditioned among other things on the Company entering into definitive agreements for effecting certain strategic transactions..."

Strategic transactions are planned deals a company makes to change its size, focus or capabilities—such as buying or selling businesses, forming partnerships, licensing assets, or merging with another firm. Investors care because these moves can reshape future revenue, costs and risks; like rearranging a toolbox to work more efficiently, a successful transaction can speed growth or cut expenses, while a poor one can drain cash and distract management.

forward-looking statements regulatory

"This on 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.

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Understanding 8-K Material Events →

Available on EDGAR 06/22/2026 - 04:02 PM Accepted by SEC EDGAR 06/22/2026 - 04:02 PM

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): June 16, 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 8.01. Other Events.

On June 16, 2026, Hydrofarm Holdings Group, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“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 has granted the Company an extension to regain compliance with Nasdaq Listing Rule 5550(b) (the “Rule”). The Rule requires a company to maintain a minimum of $2,500,000 in stockholders’ equity, a market value of listed securities of at least $35,000,000, or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years.

Nasdaq stated that if the Company fails to evidence compliance with the Rule upon filing its periodic report for the three months ended September 30, 2026 with the Securities and Exchange Commission (“SEC”) and Nasdaq, the Company may be subject to delisting. In such event, Nasdaq rules permit the Company to appeal any delisting determination to a Nasdaq Hearings Panel.

Nasdaq’s extension is conditioned among other things on the Company entering into definitive agreements for effecting certain strategic transactions, and furnishing to the SEC and Nasdaq a publicly available report that includes certain disclosures regarding the deficiency and the transaction or event that the Company believes enabled it to satisfy the stockholders’ equity requirement for continued listing. Nasdaq’s letter provides that the Company may be required to include, as applicable, a balance sheet no older than 60 days with pro forma adjustments evidencing compliance with the stockholders’ equity requirement. The Nasdaq extension is conditioned upon meeting certain specified timeframes to evidence compliance with the Rule.

There can be no assurance that the Company will be able to regain compliance with the Rule, or maintain compliance thereafter, or that Nasdaq will continue to grant the Company additional time to regain compliance.

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 and other continued listing requirements. 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 SEC 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 the Nasdaq Capital Market; the Company’s ability to consummate certain strategic transactions; 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: June 22, 2026	By:	/s/ William Toler
		Name:	William Toler
		Title:	Chief Executive Officer & Chairman of the Board of Directors
			(Principal Executive Officer)

Source: View Original Filing on SEC EDGAR

FAQ

What did Hydrofarm Holdings Group, Inc. disclose in the latest 8-K?

Hydrofarm disclosed that Nasdaq granted it an extension to regain compliance with Listing Rule 5550(b). The company must show compliance in its report for the quarter ended September 30, 2026, or it may face a potential delisting process.

Why is Hydrofarm (HYFM) out of compliance with Nasdaq Listing Rule 5550(b)?

Hydrofarm is not currently meeting Nasdaq Listing Rule 5550(b), which requires minimum stockholders’ equity, market value of listed securities, or net income from continuing operations. The company must improve its financial position to satisfy at least one of these listing thresholds.

What conditions did Nasdaq place on Hydrofarm’s extension to regain compliance?

Nasdaq’s extension requires Hydrofarm to enter definitive agreements for certain strategic transactions and publicly report how these resolve its stockholders’ equity deficiency, potentially including a recent pro forma balance sheet, all within specified timeframes tied to the compliance review date.

What happens if Hydrofarm cannot show compliance by the September 30, 2026 quarter?

If Hydrofarm fails to evidence compliance with Listing Rule 5550(b) in its report for the three months ended September 30, 2026, Nasdaq may begin delisting proceedings. Hydrofarm would then have the right to appeal that determination to a Nasdaq Hearings Panel.

What financial thresholds are referenced in Nasdaq Listing Rule 5550(b) for Hydrofarm?

Listing Rule 5550(b) requires a company to maintain at least $2,500,000 in stockholders’ equity, or a market value of listed securities of at least $35,000,000, or net income from continuing operations of $500,000 in the most recent year or two of the last three years.

Filing Exhibits & Attachments

4 documents