HYFM insider William Toler reports 445-share disposition; 226,861 shares remain

Rhea-AI Filing Summary

William Douglas Toler, Executive Chairman and director of Hydrofarm Holdings Group, Inc. (HYFM), reported a sale of common stock. On 08/18/2025 he disposed of 445 shares at $4.51 per share. Following the reported transaction he beneficially owned 226,861 shares. The filing notes 1,500 stock-settled restricted stock units were vested and shares were withheld to satisfy tax withholding; fractional amounts were rounded to the nearest whole share. The Form 4 was signed on 08/19/2025.

Positive

• Reporting compliance: The insider filed a signed Form 4 disclosing the transaction and post-transaction holdings.
• Tax-related clarity: The filing explains shares were withheld to satisfy tax withholding on 1,500 vested RSUs.

Negative

• Insider disposition: The Executive Chairman disposed of 445 shares, reducing direct holdings by that amount.

Insights

Financial Analyst

TL;DR: Director sold a small block of shares; ownership remains substantial and sale appears administrative.

The report documents a single non-derivative disposition of 445 common shares at $4.51 on 08/18/2025 by William Toler, who still beneficially owns 226,861 shares. The filing also discloses share withholding to cover taxes on 1,500 vested restricted stock units. This is a routine insider reporting event showing liquidity activity and tax-related share withholding rather than a change in control or a large divestiture.

Corporate Governance Expert

TL;DR: Form 4 is compliant and transparent; transaction details are limited and non-material by themselves.

The Form 4 provides required disclosure of the disposition and post-transaction holdings, plus an explanation that withholding satisfied tax obligations on vested RSUs. The document is properly signed and cites the withholding in the explanatory remarks. No additional governance actions or plan-based trades are reported in this filing.

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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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
	Officer (give title below)	X	Other (specify below)
			Executive Chairman of Board

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		445(1)	D	$4.51	226,861	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 1,500 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	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 William Toler report on Form 4?

He disposed of 445 shares of Hydrofarm common stock on 08/18/2025 at $4.51 per share.

How many HYFM shares does William Toler beneficially own after the reported transaction?

226,861 shares beneficially owned following the reported disposition.

Why were shares withheld according to the Form 4 for HYFM?

Shares were withheld to satisfy tax withholding obligations on the vesting of 1,500 stock-settled restricted stock units.

When was the Form 4 signed for the HYFM transaction?

Signed on 08/19/2025 by William Toler.

Was the reported transaction related to a derivative security or an option?

No. The filing reports a non-derivative disposition of common stock and shows no derivative transactions.