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Hydrofarm: Dumont acquires 138,121 common shares

The transaction combined a registered direct offering with a concurrent private placement.

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Form Type
4

Rhea-AI Filing Summary

Hydrofarm Holdings Group, Inc. director Richard Christopher Yetter reported indirect acquisitions by Dumont Investment Fund LP on October 27, 2026: 138,121 common shares at $0.905 per share and 138,121 common warrants. The warrants are exercisable one-for-one at $0.78 per share. The report lists 443,121 common shares held indirectly through the fund after the transaction and 50,000 common shares held directly. Yetter disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Yetter Richard Christopher
Role Director
Type Security Shares Price Value
Grant/Award Common Warrant F1, F3, F2 138,121 -- --
Grant/Award Common Stock, $0.0001 par value per share F1, F2 138,121 $0.905 $125K
Holding Common Stock, $0.0001 par value per share -- -- --
Holdings After Transaction: Common Warrant — 138,121 contracts (Indirect, Dumont Investment Fund LP); Common Stock, $0.0001 par value per share — 443,121 shares (Indirect, Dumont Investment Fund LP); Common Stock, $0.0001 par value per share — 50,000 shares (Direct)
Holdings Before and After: Common Warrant, 0 to 138,121 contracts (Indirect, Dumont Investment Fund LP); Common Stock, $0.0001 par value per share, 305,000 to 443,121 shares (Indirect, Dumont Investment Fund LP)
Footnotes (3)
  1. F1. On October 27, 2026, Issuer entered into a Securities Purchase Agreement (the "Purchase Agreement") with the purchasers signatory thereto and consummated the transactions contemplated thereunder. Pursuant to the Purchase Agreement, Issuer agreed to issue and sell to Reporting Person (i) in a registered direct offering 23,983 shares of Common Stock, $0.0001 par value per share ("Common Stock") and (ii) in a concurrent private placement 114,138 shares of Common Stock and 138,121 accompanying common stock purchase warrants to purchase shares of Common Stock (the "Common Warrants"). The transaction was approved by the Issuer's board of directors in accordance with Rule 16b-3.
  2. F2. Dumont Investment Fund LP was previously named Dumont Master Fund LP and adopted its current name in 2026. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
  3. F3. The Common Warrants may be exercised on a one-for-one basis for shares of Common Stock at an exercise price of $0.78 per share of Common Stock, to the extent that after giving effect to such exercise the Reporting Person would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than 9.99% of the outstanding shares of Common Stock. The Common Warrants will expire five and a half years following the date of issuance
Common shares acquired 138,121 shares Indirectly through Dumont Investment Fund LP on October 27, 2026
Common-stock price $0.905 per share Acquisition on October 27, 2026
Common warrants acquired 138,121 warrants Indirectly through Dumont Investment Fund LP on October 27, 2026
Warrant exercise price $0.78 per share Common warrants exercisable one-for-one for common shares
Beneficial ownership limit 9.99% Maximum beneficial ownership after warrant exercise for Section 13(d) purposes
Common shares held indirectly after transaction 443,121 shares Reported through Dumont Investment Fund LP
Common shares held directly 50,000 shares Reported position on October 27, 2026
registered direct offering financial
"in a registered direct offering 23,983 shares of Common Stock"
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.
concurrent private placement financial
"in a concurrent private placement 114,138 shares of Common Stock"
A concurrent private placement is a sale of a company’s shares or bonds directly to a select group of investors that happens at the same time as another financing action or offering. Think of it as quietly selling a block of tickets to a few people while a larger ticket drive is underway; it raises cash quickly but can change ownership proportions, dilute existing shareholders and affect share price, so investors watch it as a sign of funding needs and potential value shifts.
Common Warrants technical
"138,121 accompanying common stock purchase warrants"
A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.
pecuniary interest financial
"except to the extent of his pecuniary interest therein"

FAQ

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

How many HYFM shares did director Richard Christopher Yetter acquire, and at what price?

Dumont Investment Fund LP acquired 138,121 common shares at $0.905 per share on October 27, 2026. The shares were reported as indirectly held through the fund. Yetter disclaims beneficial ownership except to the extent of his pecuniary interest. No Rule 10b5-1 plan is reported.

What are the exercise and ownership-limit terms for HYFM common warrants?

Dumont Investment Fund LP acquired 138,121 Common Warrants, exercisable one-for-one for common shares at $0.78 per share. Exercise is limited so the reporting person would beneficially own no more than 9.99% of outstanding common shares after exercise for Section 13(d) purposes. The warrants expire five and a half years after issuance.

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

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Yetter Richard Christopher

(Last)(First)(Middle)
1510 MAIN STREET

(Street)
SHOEMAKERSVILLE PENNSYLVANIA 19555

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
HYDROFARM HOLDINGS GROUP, INC. [ HYFM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock, $0.0001 par value per share10/27/2026A(1)138,121A$0.905443,121IDumont Investment Fund LP(2)
Common Stock, $0.0001 par value per share50,000D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Warrant$0.7810/27/2026A(1)138,121 (3) (3)Common Stock, $0.0001 par value per share138,121(1)138,121IDumont Investment Fund LP(2)
Explanation of Responses:
1. On October 27, 2026, Issuer entered into a Securities Purchase Agreement (the "Purchase Agreement") with the purchasers signatory thereto and consummated the transactions contemplated thereunder. Pursuant to the Purchase Agreement, Issuer agreed to issue and sell to Reporting Person (i) in a registered direct offering 23,983 shares of Common Stock, $0.0001 par value per share ("Common Stock") and (ii) in a concurrent private placement 114,138 shares of Common Stock and 138,121 accompanying common stock purchase warrants to purchase shares of Common Stock (the "Common Warrants"). The transaction was approved by the Issuer's board of directors in accordance with Rule 16b-3.
2. Dumont Investment Fund LP was previously named Dumont Master Fund LP and adopted its current name in 2026. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
3. The Common Warrants may be exercised on a one-for-one basis for shares of Common Stock at an exercise price of $0.78 per share of Common Stock, to the extent that after giving effect to such exercise the Reporting Person would beneficially own, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, no more than 9.99% of the outstanding shares of Common Stock. The Common Warrants will expire five and a half years following the date of issuance
/s/ Richard Christopher Yetter10/29/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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