Hydrofarm CEO Toler acquires 55,248 common shares

The CEO's warrants have a $0.78 exercise price and a 9.99% limit on post-exercise beneficial ownership.

Available on EDGAR 10/29/2026 - 05:16 PM EDT Accepted by SEC EDGAR 10/29/2026 - 05:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

HydroFarm Holdings Group, Inc. (HYFM) reports that Chief Executive Officer and Executive Chairman William Douglas Toler acquired 55,248 common shares on October 27, 2026, at $0.905 per share under a securities purchase agreement. The shares comprise 9,593 in a registered direct offering and 45,655 in a concurrent private placement. Toler also acquired 55,248 common warrants, which may be exercised one-for-one at $0.78 per share, subject to a 9.99% post-exercise beneficial-ownership limit; the warrants expire five and a half years after issuance. His reported common-stock holdings following the transaction were 276,920 shares.

Insider Trade Summary

Grant/Award: 110,496 shares

Grant/Award 2 txns

Insider Toler William Douglas

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Warrant F1, F2	55,248	--	--
Grant/Award	Common Stock, $0.0001 par value per share F1	55,248	$0.905	$50K

Holdings After Transaction: Common Warrant — 55,248 contracts (Direct); Common Stock, $0.0001 par value per share — 276,920 shares (Direct)

Holdings Before and After: Common Warrant, 0 to 55,248 contracts (Direct); Common Stock, $0.0001 par value per share, 221,672 to 276,920 shares (Direct)

Footnotes (2)

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 9,593 shares of Common Stock, $0.0001 par value per share ("Common Stock") and (ii) in a concurrent private placement 45,655 shares of Common Stock and 55,248 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. 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.

Key Figures

Common shares acquired: 55,248 shares Price per common share: $0.905 per share Registered direct offering shares: 9,593 shares +5 more

8 metrics

Common shares acquired 55,248 shares October 27, 2026, under a securities purchase agreement

Price per common share $0.905 per share Common shares acquired on October 27, 2026

Registered direct offering shares 9,593 shares Acquired under the securities purchase agreement

Concurrent private placement shares 45,655 shares Acquired under the securities purchase agreement

Common warrants acquired 55,248 warrants October 27, 2026

Warrant exercise price $0.78 per share Warrants exercisable one-for-one

Common shares held after transaction 276,920 shares Reported following the October 27, 2026 transaction

Post-exercise beneficial ownership limit 9.99% Warrant exercise condition

Key Terms

registered direct offering, private placement, Common Warrants, one-for-one basis

4 terms

registered direct offering financial

"in a registered direct offering 9,593 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.

private placement financial

"in a concurrent private placement 45,655 shares"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Common Warrants financial

"55,248 accompanying common stock purchase warrants to purchase shares of Common Stock"

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.

one-for-one basis technical

"may be exercised on a one-for-one basis"

FAQ

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

How many HYFM shares did William Douglas Toler acquire?

William Douglas Toler acquired 55,248 common shares on October 27, 2026, at $0.905 per share. The shares comprised 9,593 shares in a registered direct offering and 45,655 shares in a concurrent private placement.

What are the terms of William Douglas Toler's HYFM warrants?

He acquired 55,248 common warrants, exercisable one-for-one at $0.78 per share, subject to a limit that post-exercise beneficial ownership not exceed 9.99% of outstanding common shares. 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 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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/27/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.0001 par value per share	10/27/2026		A(1)		55,248	A	$0.905	276,920	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
Common Warrant	$0.78	10/27/2026		A(1)		55,248		(2)	(2)	Common Stock, $0.0001 par value per share	55,248	(1)	55,248	D

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 9,593 shares of Common Stock, $0.0001 par value per share ("Common Stock") and (ii) in a concurrent private placement 45,655 shares of Common Stock and 55,248 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. 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/ William Toler	10/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)