Hydrofarm (HYFM) CEO share withholding for RSU tax on 17,500 units

Rhea-AI Filing Summary

Hydrofarm Holdings Group, Inc. CEO William Douglas Toler reported a routine share withholding related to equity compensation. On 01/06/2026, 5,189 shares of common stock were withheld at $1.51 per share to cover tax obligations triggered by the vesting of 17,500 stock-settled restricted stock units, which convert on a 1-for-1 basis into common shares. After this tax withholding, Toler beneficially owned 221,672 shares of Hydrofarm common stock directly.

SEC Form 4

FORM 4

UNITED 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

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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^*

Toler William Douglas

(Last) (First) (Middle)

1510 MAIN STREET

(Street)

SHOEMAKERSVILLE PA 19555

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HYDROFARM HOLDINGS GROUP, INC. [ HYFM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Chief Executive Officer		Executive Chairman of Board

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value per share	01/06/2026		F		5,189(1)	D	$1.51	221,672	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld to satisfy tax withholding obligation applicable to the vesting of 17,500 stock-settled restricted stock units, which may be settled, on a 1-for-1 basis, only in shares of common stock. Fractional amounts have been rounded to the nearest whole number

Remarks:

	/s/ William Toler	01/08/2026
	** Signature of Reporting Person	Date
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.
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FAQ

What insider transaction did HYFM report for its CEO on January 6, 2026?

The CEO of Hydrofarm Holdings Group, Inc. (HYFM), William Douglas Toler, reported a transaction on 01/06/2026 in which 5,189 shares of common stock were withheld to cover taxes related to equity compensation.

How many Hydrofarm (HYFM) shares were withheld and at what price?

A total of 5,189 shares of Hydrofarm common stock were withheld at a price of $1.51 per share, as shown in the Form 4 filing.

What does the Form 4 footnote say about the HYFM CEO’s transaction?

The footnote explains that the shares were withheld to satisfy tax withholding obligations arising from the vesting of 17,500 stock-settled restricted stock units, which may be settled on a 1-for-1 basis in common stock; fractional amounts were rounded.

How many HYFM shares does the CEO own after this Form 4 transaction?

Following the reported tax withholding transaction, CEO William Douglas Toler beneficially owned 221,672 shares of Hydrofarm common stock directly.

What is the transaction code "F" in the HYFM CEO’s Form 4?

The transaction code "F" indicates that the 5,189 shares were withheld by the issuer to pay taxes due upon the vesting of restricted stock units, rather than being an open market sale.

What roles does William Douglas Toler hold at Hydrofarm (HYFM)?

William Douglas Toler is reported as a Director, Chief Executive Officer, and Executive Chairman of the Board of Hydrofarm Holdings Group, Inc.