Hydrofarm (HYFM) CFO reports 48-share tax withholding on RSU vesting

Rhea-AI Filing Summary

Kevin Patrick O'Brien, identified as Chief Financial Officer and a director of Hydrofarm Holdings Group, Inc. (HYFM), reported a transaction dated 08/18/2025 involving his company's common stock. The filing shows a disposition of 48 shares at $4.51 per share recorded under transaction code F, and after the transaction he beneficially owns 14,372 shares directly.

The form's explanation states these 48 shares were withheld to satisfy tax withholding on the vesting of 166 restricted stock units that settle one-for-one in common stock. The report was signed on 08/19/2025. No other purchases, sales, derivative transactions, or amendments are disclosed in this filing.

Positive

• Timely, specific disclosure of an insider transaction including date, price, and post-transaction holdings.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine tax-withholding sale of vested RSUs by the CFO; small share amount relative to total holdings, no material change to ownership.

This Form 4 documents a tax-related disposition of 48 shares at $4.51 tied to the vesting of 166 stock-settled restricted stock units. Such withholdings are administrative and do not indicate an open-market sale for cash needs or change in control. The post-transaction direct holding of 14,372 shares remains intact. From a financial-impact perspective, the transaction is immaterial to HYFM's capital structure and does not reveal new information about company performance.

Corporate Governance Expert

TL;DR: Disclosure appears timely and complete for a routine withholding; consistent with standard insider reporting practices.

The filer identified as an officer and director reported the withholding disposition and provided the explanatory note that the shares were used to satisfy tax obligations on vested RSUs. The presence of signature and clear transaction code supports compliance with Section 16 reporting requirements. No related-party transfers, derivative positions, or additional compensatory arrangements are disclosed here.

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
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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^*

O'Brien Kevin Patrick

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2025

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	08/18/2025		F		48(1)	D	$4.51	14,372	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 166 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/ Kevin Patrick O'Brien	08/19/2025
	** 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 did HYFM insider Kevin P. O'Brien report on Form 4?

The Form 4 reports a disposition of 48 shares at $4.51 on 08/18/2025, with 14,372 shares held after the transaction.

Why were 48 shares disposed of according to the filing?

The filing states the 48 shares were withheld to satisfy tax withholding on the vesting of 166 restricted stock units that settle 1-for-1 in common stock.

What is Kevin P. O'Brien's role at HYFM as listed on the form?

He is identified as both a Director and the company's Chief Financial Officer.

Does this Form 4 show any option exercises or derivative transactions?

No. Table II (derivative securities) shows no entries; only a non-derivative disposition is reported.

When was the Form 4 signed by the reporting person?

The form bears the reporting person's signature dated 08/19/2025.