[Form 4] Hydrofarm Holdings Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

B. John Lindeman, who is identified as Chief Executive Officer and a director of Hydrofarm Holdings Group, Inc. (HYFM), reported a transaction dated 08/18/2025 related to the vesting of restricted stock units. The filing shows 1,167 stock-settled RSUs vested and 496 shares were withheld$4.5156,683 common shares directly. The Form 4 was signed on 08/19/2025. The filing contains an explanatory note that fractional amounts were rounded to the nearest whole share.

Positive

• Reporting person retains direct beneficial ownership of 56,683 common shares after the transaction
• Transaction was a tax withholding disposition (code F), not an open-market sale

Negative

• 496 shares were disposed via withholding to satisfy taxes from RSU vesting
• 1,167 RSUs vested, resulting in a reduction of issued shares due to withholding

Insights

Securities Analyst

TL;DR: Routine insider tax-withholding on RSU vesting; modest share reduction with continued significant ownership.

The Form 4 documents a non-discretionary withholding of 496 shares1,167 stock-settled restricted stock units56,683 shares

Corporate Governance Expert

TL;DR: Disclosure is complete for the reported RSU withholding; no governance or control changes reported.

The report identifies the reporting person as CEO and director and documents the mechanics of settling RSUs via share withholding to cover taxes. The explanatory remark clarifies rounding of fractional shares. There is no indication of any change in board status, new agreements, or group filings. The filing meets Section 16 reporting requirements for this single transaction and provides the signature and date required.

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^*

Lindeman Bruce John

(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 Executive 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		496(1)	D	$4.51	56,683	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 1,167 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/ B. John Lindeman	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 B. John Lindeman report on Form 4?

He reported withholding of 496 shares to satisfy taxes upon the vesting of 1,167 stock-settled RSUs on 08/18/2025.

How many HYFM shares does Lindeman beneficially own after the transaction?

56,683 shares of HYFM common stock are reported as beneficially owned following the transaction.

What was the price recorded for the withheld HYFM shares?

$4.51 per share is listed as the price associated with the withheld shares in the Form 4.

Was the transaction an open-market sale or a withholding for taxes?

The filing records a code F disposition, indicating the shares were withheld to satisfy tax withholding obligations, not sold on the open market.

When was the Form 4 signed and filed?

The signature date on the form is 08/19/2025, corresponding to the reported 08/18/2025 transaction date.