Hydrofarm (HYFM) CEO reports RSU tax-share withholding on Form 4 filing

Rhea-AI Filing Summary

Hydrofarm Holdings Group, Inc. Chief Executive Officer and Executive Chairman William Douglas Toler reported a routine tax-related transaction. On 01/06/2026, 5,189 shares of common stock were withheld at a price of $1.51 per share to satisfy tax withholding obligations tied to the vesting of 17,500 stock-settled restricted stock units, which are settled on a 1-for-1 basis in common shares.

Following this withholding transaction, Toler directly beneficially owned 221,672 shares of Hydrofarm common stock. The filing does not reflect an open-market sale, but rather shares withheld in connection with equity compensation vesting.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Toler William Douglas

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.0001 par value per share	5,189	$1.51	$8K

Holdings After Transaction: Common Stock, $0.0001 par value per share — 221,672 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

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^*

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.
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.

FAQ

What insider trading activity did Hydrofarm (HYFM) report for William Douglas Toler?

William Douglas Toler reported that 5,189 shares of Hydrofarm common stock were withheld on 01/06/2026 to cover tax obligations related to vesting equity awards.

Was the Hydrofarm (HYFM) CEO’s Form 4 transaction an open-market sale?

No. The Form 4 shows shares withheld for taxes on vested restricted stock units, not an open-market sale of Hydrofarm shares.

How many Hydrofarm (HYFM) shares were withheld for taxes in this Form 4?

The filing reports that 5,189 shares of Hydrofarm common stock were withheld at a price of $1.51 per share to satisfy tax withholding obligations.

What equity award vesting triggered the share withholding for Hydrofarm (HYFM)?

The share withholding related to the vesting of 17,500 stock-settled restricted stock units, which are settled on a 1-for-1 basis in Hydrofarm common shares.

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

After the reported transaction, William Douglas Toler beneficially owned 221,672 shares of Hydrofarm common stock directly.

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

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