Hydrofarm (HYFM) CFO has 1,150 shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Hydrofarm Holdings Group, Inc. Chief Financial Officer Kevin Patrick O'Brien reported an automatic share disposition linked to equity compensation. On January 6, 2026, 1,150 shares of common stock were disposed of at $1.51 per share. According to the disclosure, these shares were withheld to satisfy tax withholding obligations arising from the vesting of 3,333 stock-settled restricted stock units, which are deliverable on a 1-for-1 basis in common stock. After this tax withholding transaction, O'Brien beneficially owns 13,222 shares of Hydrofarm common stock directly.

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^*

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)
01/06/2026

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	01/06/2026		S		1,150(1)	D	$1.51	13,222	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 3,333 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	01/08/2026
	** 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).
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FAQ

What insider transaction did Hydrofarm (HYFM) disclose in this Form 4?

The filing reports that Chief Financial Officer Kevin Patrick O'Brien had 1,150 shares of Hydrofarm common stock disposed of on January 6, 2026 at $1.51 per share, in connection with equity compensation.

Why were 1,150 Hydrofarm (HYFM) shares disposed of by the CFO?

The 1,150 shares were withheld to satisfy tax withholding obligations related to the vesting of 3,333 stock-settled restricted stock units, as explained in the footnote.

How many Hydrofarm (HYFM) shares does the CFO own after this transaction?

Following the reported tax withholding transaction, Kevin Patrick O'Brien beneficially owns 13,222 shares of Hydrofarm common stock directly.

What equity award was involved in this Hydrofarm (HYFM) Form 4 filing?

The transaction relates to the vesting of 3,333 stock-settled restricted stock units, which may be settled on a 1-for-1 basis in Hydrofarm common stock.

Is this Hydrofarm (HYFM) insider transaction an open-market sale?

The filing uses a sale transaction code, but the footnote states the 1,150 shares were withheld to cover taxes on vested restricted stock units, indicating a tax-related disposition rather than a discretionary open-market sale.