HYFM Form 4: Mark Parker withholds 370 shares for taxes on RSUs

Rhea-AI Filing Summary

Mark S. Parker, President of Hydrofarm Holdings Group, Inc. (HYFM), reported a routine disposition of company common stock on 08/18/2025. The Form 4 shows 370 shares were disposed at a reported price of $4.51 per share. After the transaction, Mr. Parker beneficially owned 21,000 shares directly.

The filing explains the 370-share disposition resulted from shares withheld to satisfy tax withholding on the vesting of 834 stock-settled restricted stock units, which are settled 1-for-1 in common stock. The document is a standard Section 16 reporting of an insider tax-withholding disposition and does not disclose other transactions or changes in control.

Insights

Financial Analyst

TL;DR: Routine tax-withholding share disposition by an officer; no material change to insider stake.

The Form 4 documents a small-scale disposition of 370 shares at $4.51 each to satisfy tax obligations tied to the vesting of 834 RSUs. Post-transaction direct beneficial ownership is 21,000 shares. From a financial perspective this is a non-cash, administrative transfer rather than a market-driven sale, and the magnitude (370 shares) is immaterial relative to typical public-company float sizes. There is no indication of additional compensatory or trading arrangements beyond the tax withholding described.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 reporting; the transaction appears to be a standard withholding for taxes on vested equity.

The filing includes the required signature and dates: transaction dated 08/18/2025 and signature on 08/19/2025. The explanation clarifies the shares were withheld to satisfy tax withholding on vested restricted stock units convertible 1-for-1 into common shares. This is a routine insider reporting item and raises no immediate governance concerns based on the information provided.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider PARKER MARK S

Role President

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.0001 par value per share	370	$4.51	$2K

Holdings After Transaction: Common Stock, $0.0001 par value per share — 21,000 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^*

PARKER MARK S

(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)
	President

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		370(1)	D	$4.51	21,000	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 834 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/ Mark Parker	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 transaction did HYFM insider Mark S. Parker report on 08/18/2025?

He reported a disposition of 370 shares of Hydrofarm common stock at $4.51 per share on 08/18/2025.

Why were the 370 shares disposed according to the Form 4?

The filing states the shares were withheld to satisfy tax withholding on the vesting of 834 stock-settled restricted stock units.

How many Hydrofarm shares does Mark S. Parker beneficially own after the reported transaction?

Following the transaction, he beneficially owned 21,000 shares directly.

When was the Form 4 signed by the reporting person?

The Form 4 bears the reporting person's signature dated 08/19/2025.

Does the Form 4 indicate any derivative or additional transactions?

No. Table II shows no derivative transactions; the filing only discloses the non-derivative disposition and the explanatory remark about tax withholding.