HYFM / Hydrofarm Holdings Group, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Hydrofarm Holdings Group, Inc.
US ˙ NasdaqCM ˙ US44888K2096

Mga Batayang Estadistika
LEI 5493005Y60YG0W2FYJ83
CIK 1695295
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Hydrofarm Holdings Group, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 12, 2025 EX-99.2

Second Quar ter 2025 Earn ings Presentat ion August 12th, 2025 Disclaimer Forward-Looking Statements. This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject

hyfmearningspresentation Second Quar ter 2025 Earn ings Presentat ion August 12th, 2025 Disclaimer Forward-Looking Statements.

August 12, 2025 EX-10.4

Hydrofarm Holdings Group - Amended and Restated Non-Employee Director Compensation Policy.

Exhibit 10.4 Hydrofarm Holdings Group, Inc. Amended and Restated Non-Employee Director Compensation Policy The Board of Directors of Hydrofarm Holdings Group, Inc. (the “Company”) has approved the following Amended and Restated Non-Employee Director Compensation Policy (this “Policy”). The Policy is to apply to all non-employee directors of the Company. In exchange for their service, each director

August 12, 2025 EX-99.1

Hydrofarm Holdings Group Announces Second Quarter 2025 Results

Exhibit 99.1 Hydrofarm Holdings Group Announces Second Quarter 2025 Results Shoemakersville, PA — August 12, 2025 — Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agriculture, today announced financial results for its second quarter ended June 3

August 12, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 12, 2025 Hydrofarm Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 12, 2025 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or or

August 12, 2025 EX-3.1

Restated Certificate of Incorporation of Hydrofarm Holdings Group, Inc.

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF HYDROFARM HOLDINGS GROUP, INC. (as amended and supplemented through June 9, 2025) ARTICLE I: NAME The name of the corporation is Hydrofarm Holdings Group, Inc. ARTICLE II: REGISTERED OFFICE The address of the Corporation’s registered office in the State of Delaware is 850 New Burton Road, Suite 201, Dover, DE 19904, Kent County; and the name of

August 12, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm Hold

June 13, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 9, 2025 Hydrofarm Holdings G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 9, 2025 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or organ

June 13, 2025 EX-3.2

Certificate of Elimination of Series A Preferred Stock of Hydrofarm Holdings Group, Inc.

Exhibit 3.2 CERTIFICATE OF ELIMINATION OF SERIES A PREFERRED STOCK OF HYDROFARM HOLDINGS GROUP, INC. Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware HYDROFARM HOLDINGS GROUP, INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), certifies as follows: 1.Pursuant to Section 151(g) of the Gene

June 13, 2025 EX-3.1

Certificate of Retirement of Series A Preferred Stock of Hydrofarm Holdings Group, Inc.

Exhibit 3.1 CERTIFICATE OF RETIREMENT OF SERIES A PREFERRED STOCK OF HYDROFARM HOLDINGS GROUP, INC. Pursuant to Section 243 of the General Corporation Law of the State of Delaware HYDROFARM HOLDINGS GROUP, INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), certifies as follows: 1.Pursuant to Section 243 of the General Cor

June 4, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

May 13, 2025 EX-10.3

Credit Agreement and Limited Consent and Waiver, dated May 9, 2025 by and among Hydrofarm Holdings Group, Inc., Hydrofarm, LLC, Field 16, LLC, Aurora Innovations, LLC, Innovative Growers Equipment, Inc., Manufacturing & Supply Chain Services, Inc., Hydrofarm Investment Corp., Hydrofarm Holdings LLC, EHH Holdings, LLC, Sunblaster LLC, Hydrofarm Canada, LLC, Sunblaster Holdings ULC, Eddi’s Wholesale Garden Supplies Ltd., House & Garden Holdings, LLC, Aurora International, LLC, Aurora Peat Products ULC, Greenstar Plant Products Inc., Innovative Ag Installation, Inc., Innovative Racking Systems, Inc., Innovative Shipping Solutions, Inc., Innovative Growers Equipment Canada, Inc., JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A.

Exhibit 10.3 Execution Version SEVENTH AMENDMENT TO CREDIT AGREEMENT This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 9, 2025, is entered into by and among HYDROFARM HOLDINGS GROUP, INC., a Delaware corporation (“Company”), HYDROFARM, LLC, a California limited liability company (“HYD”), FIELD 16, LLC, a Delaware limited liability company (“F16”), INNOVATIVE GROWERS EQ

May 13, 2025 EX-99.1

Hydrofarm Holdings Group Announces First Quarter 2025 Results Restructuring and Cost Savings Initiatives Continue to Yield Substantial Expense Reductions

Exhibit 99.1 Hydrofarm Holdings Group Announces First Quarter 2025 Results Restructuring and Cost Savings Initiatives Continue to Yield Substantial Expense Reductions Shoemakersville, PA — May 13, 2025 — Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled enviro

May 13, 2025 EX-10.2

by and between Hydrofarm Holdings Group Inc. and Mark Parker.

March 1, 2022 Mark Smith Parker, Dear Mark We are pleased to inform your promotion to Executive Vice President of Sales and Business Development.

May 13, 2025 EX-99.2

F i rs t Quar ter 2025 Earn ings Presentat ion May 13th, 2025 Disclaimer Forward-Looking Statements. This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject

F i rs t Quar ter 2025 Earn ings Presentat ion May 13th, 2025 Disclaimer Forward-Looking Statements.

May 13, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 13, 2025 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or organ

May 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm Hol

April 17, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

April 17, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )         Filed by the Registrant ☒     Filed by a Party other than the Registrant  ☐         Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only

April 17, 2025 EX-10.1

, 2025 by and between Hydrofarm Holdings Group, Inc. and B. John Lindeman.

Exhibit 10.1 HYDROFARM HOLDINGS GROUP, INC. AMENDMENT TO OFFER LETTER This Amendment (the “Amendment”) to the Offer Letter dated February 26, 2020 between Hydrofarm Holdings, Inc. and B. John Lindeman (the “Offer Letter”) is made this 14th day of April, 2025, by and between Hydrofarm Holdings, Inc. (the “Company”) and B John Lindeman (“Executive”). WHEREAS, the Company intends to provide Executive

April 17, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 15, 2025 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or org

March 5, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Hydrofarm Holdings Group, Inc.

March 5, 2025 EX-19.1

Insider Trading Policy

Exhibit 19.1 HYDROFARM HOLDINGS GROUP, INC. INSIDER TRADING POLICY (Effective Dec 9th, 2020; Last Updated February 2025) TABLE OF CONTENTS I. The Need for an Insider Trading Policy .................................................................................................... 2 II. What is Material Non‐Public Information?........................................................................

March 5, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm Holdings Group, Inc

March 5, 2025 EX-21.1

Subsidiaries of Hydrofarm Holdings Group Inc.

Exhibit 21.1 Subsidiaries of Hydrofarm Holdings Group, Inc. Name Incorporation Hydrofarm Investment Corp. Delaware Hydrofarm Holdings LLC Delaware Hydrofarm, LLC California EHH Holdings, LLC Delaware Eltac XXI S.L. Spain Sunblaster LLC Delaware Sunblaster Holdings ULC Canada Hydrofarm Canada, LLC Delaware Greenstar Plant Products Inc. Canada Eddi's Wholesale Garden Supplies Ltd. Canada Field 16, L

March 5, 2025 S-8

As filed with the Securities and Exchange Commission on March 5, 2025

As filed with the Securities and Exchange Commission on March 5, 2025 Registration No.

March 5, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 5, 2025 Hydrofarm Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 5, 2025 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or orga

March 5, 2025 EX-99.2

Four th Quar ter 2024 Earnings Presentat ion March 5th, 2025 Disclaimer Forward-Looking Statements. This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject t

hyfmearningspresentation Four th Quar ter 2024 Earnings Presentat ion March 5th, 2025 Disclaimer Forward-Looking Statements.

March 5, 2025 EX-99.1

Hydrofarm Holdings Group Announces Fourth Quarter and Full Year 2024 Results

Exhibit 99.1 Hydrofarm Holdings Group Announces Fourth Quarter and Full Year 2024 Results Shoemakersville, PA — March 5, 2025 — Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agriculture, today announced financial results for its fourth quarter

March 5, 2025 EX-4.2

Description of Capital Stock.

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK The following summary of the material terms of certain provisions of the securities of Hydrofarm Holdings Group, Inc. (“we,” “our,” or the “Company”) is not intended to be a complete summary of the rights and preferences of such securities and is qualified by reference to our Amended and Restated Certificate of Incorporation dated August 28, 2018 (as amende

February 18, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 12, 2025 Hydrofarm Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 12, 2025 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or

February 18, 2025 EX-99.1

Hydrofarm Announces Reverse Stock Split

Exhibit 99.1 February 10, 2025 Hydrofarm Announces Reverse Stock Split SHOEMAKERSVILLE, PA, February 10, 2025 – Hydrofarm Holdings Group, Inc. (Nasdaq: HYFM) (“Hydrofarm” or the “Company”) today announced that its Board of Directors has approved a 1-for-10 reverse stock split of the Company’s common stock, par value $0.0001, which will be effective at 5:00 pm Eastern Time on February 12, 2025. The

February 18, 2025 EX-3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation of Hydrofarm Holdings Group, Inc., dated February 12, 2025

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HYDROFARM HOLDINGS GROUP, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Hydrofarm Holdings Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1.The name of the Corporation

November 7, 2024 EX-10.5

Sixth Amendment to Credit Agreement, dated November 1, 2024, by and among Hydrofarm Holdings Group, Inc., Hydrofarm, LLC, Field 16, LLC, Innovative Growers Equipment, Inc., Manufacturing & Supply Chain Services, Inc., Hydrofarm Investment Corp., Hydrofarm Holdings LLC, EHH Holdings, LLC, Sunblaster LLC, Hydrofarm Canada, LLC, Sunblaster Holdings ULC, Eddi’s Wholesale Garden Supplies Ltd., House & Garden Holdings, LLC, Aurora International, LLC, Aurora Peat Products ULC, Greenstar Plant Products Inc., Innovative AG Installation, Inc., Innovative Racking Systems, Inc., Innovative Shipping Solutions, Inc., Innovative Growers Equipment Canada, Inc., and JPMorgan Chase Bank, N.A., as lender and administrative agent.

Exhibit 10.5 SIXTH AMENDMENT TO CREDIT AGREEMENT THIS SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 1, 2024, is entered into by and among HYDROFARM HOLDINGS GROUP, INC., a Delaware corporation (“Company”), HYDROFARM, LLC, a California limited liability company (“HYD”), FIELD 16, LLC, a Delaware limited liability company (“F16”), Innovative Growers Equipment, Inc., an

November 7, 2024 EX-99.2

Th i rd Qua r ter 2 024 Ea rnings P resent at io n November 7, 2024 Disclaimer Forward-Looking Statements. This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which are su

Th i rd Qua r ter 2 024 Ea rnings P resent at io n November 7, 2024 Disclaimer Forward-Looking Statements.

November 7, 2024 EX-99.1

Hydrofarm Holdings Group Announces Third Quarter 2024 Results and Reaffirms 2024 Outlook on Key Metrics

Exhibit 99.1 Hydrofarm Holdings Group Announces Third Quarter 2024 Results and Reaffirms 2024 Outlook on Key Metrics Shoemakersville, PA — November 7, 2024 — Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agriculture, today announced financial r

November 7, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 7, 2024 Hydrofarm Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 7, 2024 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or o

November 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm

October 17, 2024 EX-99.1

Hydrofarm Holdings Group, Inc. Announces Leadership Succession Plan

Exhibit 99.1 Hydrofarm Holdings Group, Inc. Announces Leadership Succession Plan SHOEMAKERSVILLE, PA. — October 17, 2024 — Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agriculture (“CEA”), today announced plans for a transition of its leadersh

October 17, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 10, 2024 Hydrofarm Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 10, 2024 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or o

September 18, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 12, 2024 Hydrofarm Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): September 12, 2024 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or

September 18, 2024 EX-99.1

Hydrofarm Holdings Group, Inc. Receives 180 Calendar Day Extension from the Nasdaq Stock Market to Regain Compliance with Bid Price Rule

Exhibit 99.1 Hydrofarm Holdings Group, Inc. Receives 180 Calendar Day Extension from the Nasdaq Stock Market to Regain Compliance with Bid Price Rule SHOEMAKERSVILLE, Pa., Sep. 18, 2024 – Hydrofarm Holdings Group, Inc. (NASDAQ: HYFM) (the "Company," or "Hydrofarm,"), a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agricult

August 8, 2024 EX-99.2

Second Quar ter 2024 Earn ings Presentat ion August 8, 2024 Disclaimer Forward-Looking Statements. This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to

Second Quar ter 2024 Earn ings Presentat ion August 8, 2024 Disclaimer Forward-Looking Statements.

August 8, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm Hold

August 8, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 8, 2024 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or org

August 8, 2024 EX-99.1

Hydrofarm Holdings Group Announces Second Quarter 2024 Results Restructuring and Cost Savings Initiatives Continue to Yield Substantial Expense Reductions Reaffirms 2024 Outlook on Key Metrics

Exhibit 99.1 Hydrofarm Holdings Group Announces Second Quarter 2024 Results Restructuring and Cost Savings Initiatives Continue to Yield Substantial Expense Reductions Reaffirms 2024 Outlook on Key Metrics Shoemakersville, PA — August 8, 2024 — Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded hydroponics equ

August 8, 2024 EX-10.4

, dated May 10, 2024, by and between Hydrofarm Hol

Exhibit 10.4 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. ASSET PURCHASE AGREEMENT by and among CM FABRICATION, LLC, CHRIS MAYER, INNOVATIVE GROWERS EQUIPMENT, INC. and MANUFACTURING & SUPPLY CHAIN SERVICES, INC. dated as of May 10, 2024

June 10, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 6, 2024 Hydrofarm Holdings G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 6, 2024 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or organ

May 14, 2024 EX-99.2

F i rs t Quar ter 2024 Earn ings Presentat ion May 14, 2024 Disclaimer Forward-Looking Statements. This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to

F i rs t Quar ter 2024 Earn ings Presentat ion May 14, 2024 Disclaimer Forward-Looking Statements.

May 14, 2024 EX-10.3

Form of Hydrofarm Holdings Group, Inc. 2020 Equity Incentive Plan Performance Stock Unit Grant Notice.

Exhibit 10.3 HYDROFARM HOLDINGS GROUP, INC. Performance Stock Unit Award Grant Notice Performance Stock Unit Award Grant under the Company’s 2020 Employee, Director, and Consultant Equity Incentive Plan 1. Name of Participant: 2. Date of Grant of Performance Stock Unit: 3. Maximum Number of Shares underlying Performance Stock Unit Award: 4. Vesting of Award: This Performance Stock Unit Award shall

May 14, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 14, 2024 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or organ

May 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm Hol

May 14, 2024 EX-99.1

Hydrofarm Holdings Group Announces First Quarter 2024 Results Significant Cost Savings Continue to Drive Improvement in Key Operating Metrics

Exhibit 99.1 Hydrofarm Holdings Group Announces First Quarter 2024 Results Significant Cost Savings Continue to Drive Improvement in Key Operating Metrics Shoemakersville, PA — May 14, 2024 — Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agricu

May 14, 2024 EX-10.1

Form of Hydrofarm Holdings Group, Inc. 2020 Equity Incentive Plan Stock Option Grant Notice.

Exhibit 10.1 Option No. HYDROFARM HOLDINGS GROUP, INC. Stock Option Grant Notice Stock Option Grant under the Company’s 2020 Employee, Director and Consultant Equity Incentive Plan 1.Name and address of participant: 2.Grant date: 3.Type of grant: 4.Maximum number of shares for which this option is exercisable: 5.Exercise (purchase) price per share: 6.Option expiration date: 7.Vesting start date: 8

May 14, 2024 EX-10.2

Form of Hydrofarm Holdings Group, Inc. 2020 Equity Incentive Plan Restricted Stock Unit Grant Notice.

Exhibit 10.2 HYDROFARM HOLDINGS GROUP, INC. Restricted Stock Unit Award Grant Notice Restricted Stock Unit Award Grant under the Company’s 2020 Employee, Director, and Consultant Equity Incentive Plan 1. Name of Participant: 2. Date of Grant of Restricted Stock Unit: 3. Maximum Number of Shares underlying Restricted Stock Unit Award 4. Vesting of Award: This Restricted Stock Unit Award shall vest

April 17, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def

April 17, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rul

April 5, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

March 28, 2024 SC 13G

HYFM / Hydrofarm Holdings Group, Inc. / RAPP MICHAEL - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Hydrofarm Holdings Group, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 44888K 209 (CUSIP Number) Marc

March 15, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 14, 2024 Hydrofarm Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 14, 2024 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or org

February 29, 2024 S-8

As filed with the Securities and Exchange Commission on February 29, 2024

As filed with the Securities and Exchange Commission on February 29, 2024 Registration No.

February 29, 2024 EX-97.1

Clawback Policy

Exhibit 97.1 HYDROFARM HOLDINGS GROUP, INC. CLAWBACK POLICY 1.Introduction The Board of Directors (the “Board”) of Hydrofarm Holdings Group, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The

February 29, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm Holdings Group, Inc

February 29, 2024 EX-21.1

Subsidiaries of Hydrofarm Holdings Group Inc.

Exhibit 21.1 Subsidiaries of Hydrofarm Holdings Group, Inc. Name Incorporation Hydrofarm Investment Corp. Delaware Hydrofarm Holdings LLC Delaware Hydrofarm, LLC California EHH Holdings, LLC Delaware Eltac XXI S.L. Spain Sunblaster LLC Delaware Sunblaster Holdings ULC Canada Hydrofarm Canada, LLC Delaware Greenstar Plant Products Inc. Canada Eddi's Wholesale Garden Supplies Ltd. Canada Field 16, L

February 29, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Hydrofarm Holdings Group, Inc.

February 29, 2024 EX-99.1

Hydrofarm Holdings Group Announces Fourth Quarter and Full Year 2023 Results Significant Improvement in Net Loss and Adjusted EBITDA for the Fourth Quarter and Full Year 2023 2024 Outlook Calls for Lower Net Sales, Positive Adjusted EBITDA and Positi

Exhibit 99.1 Hydrofarm Holdings Group Announces Fourth Quarter and Full Year 2023 Results Significant Improvement in Net Loss and Adjusted EBITDA for the Fourth Quarter and Full Year 2023 2024 Outlook Calls for Lower Net Sales, Positive Adjusted EBITDA and Positive Free Cash Flow Shoemakersville, PA — February 29, 2024 — Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM),

February 29, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 29, 2024 Hydrofarm Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 29, 2024 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or

February 29, 2024 EX-19.1

Insider Trading Policy

Exhibit 19.1 HYDROFARM HOLDINGS GROUP, INC. INSIDER TRADING POLICY (Effective Dec 9th, 2020; Last Updated October 2023) TABLE OF CONTENTS I. The Need for an Insider Trading Policy .................................................................................................... 2 II. What is Material Non‐Public Information?.........................................................................

February 8, 2024 SC 13G/A

HYFM / Hydrofarm Holdings Group, Inc. / Dumont Master Fund LP - SC 13G/A Passive Investment

SC 13G/A 1 hydrofarm13ga1.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Hydrofarm Holdings Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 44888K209 (CUSIP Number) Dumont Global LP 110 E 25th Street #333 New York, NY 10010 212-705-8180 (Name, Address and Telepho

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm

November 9, 2023 EX-99.1

Hydrofarm Holdings Group Announces Third Quarter 2023 Results

Exhibit 99.1 Hydrofarm Holdings Group Announces Third Quarter 2023 Results Shoemakersville, PA — November 9, 2023 — Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agriculture, today announced financial results for its third quarter ended Septemb

November 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 9, 2023 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or o

September 18, 2023 SC 13G

HYFM / Hydrofarm Holdings Group Inc / Dumont Master Fund LP - SC 13G Passive Investment

SC 13G 1 hydrofarm13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Hydrofarm Holdings Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 44888K209 (CUSIP Number) Dumont Global LP 110 E 25th Street #333 New York, NY 10010 212-705-8180 (Name, Address and Telephone Numbe

August 10, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 9, 2023 Hydrofarm Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 9, 2023 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or o

August 9, 2023 EX-99.1

Hydrofarm Holdings Group Announces Second Quarter 2023 Results

Exhibit 99.1 Hydrofarm Holdings Group Announces Second Quarter 2023 Results Shoemakersville, PA — August 9, 2023 — Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agriculture, today announced financial results for its second quarter ended June 30

August 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm Hold

August 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 9, 2023 Hydrofarm Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 9, 2023 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or org

July 3, 2023 EX-10.1

Amendment No. 1 to Credit and Guaranty Agreement, dated as of June 27, 2023, by and among Hydrofarm Holdings Group, Inc., the subsidiaries of Hydrofarm Holdings Group, Inc. party thereto from time to time, the lenders party thereto and JP Morgan Chase Bank, N.A., as administrative agent and as collateral Agent. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 3, 2023).

Execution Version AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT AMENDMENT NO. 1 (this “Agreement”), dated as of June 27, 2023, to the Credit and Guaranty Agreement, dated as of October 25, 2021 (as amended, restated, supplemented or otherwise modified prior to the Amendment No. 1 Closing Date (as defined below), the “Credit Agreement”, and the Credit Agreement as amended by this Agreement, the

July 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 27, 2023 Hydrofarm Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 27, 2023 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or orga

June 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 6, 2023 Hydrofarm Holdings G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 6, 2023 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or organ

May 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 10, 2023 Hydrofarm Holdings G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 10, 2023 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or organ

May 10, 2023 EX-99.1

Hydrofarm Holdings Group Announces First Quarter 2023 Results

Exhibit 99.1 Hydrofarm Holdings Group Announces First Quarter 2023 Results Shoemakersville, PA — May 10, 2023 — Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agriculture, today announced financial results for its first quarter ended March 31, 2

May 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm Hol

April 19, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rul

April 19, 2023 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D

April 6, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

April 6, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 31, 2023 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or org

April 6, 2023 EX-10.1

Fifth Amendment to Credit Agreement, dated March 31, 2023, by and among Hydrofarm Holdings Group, Inc., Hydrofarm, LLC, Field 16, LLC, Innovative Growers Equipment, Inc., Manufacturing & Supply Chain Services, Inc., Hydrofarm Investment Corp., Hydrofarm Holdings LLC, EHH Holdings, LLC, Sunblaster LLC, Hydrofarm Canada, LLC, Sunblaster Holdings ULC, Eddi’s Wholesale Garden Supplies Ltd., House & Garden Holdings, LLC, Gotham Properties LLC, Aurora International, LLC, Aurora Peat Products ULC, Greenstar Plant Products Inc., Innovative AG Installation, Inc., Innovative Racking Systems, Inc., Innovative Shipping Solutions, Inc., Innovative Growers Equipment Canada, Inc., JPMorgan Chase Bank, N.A., as lender, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2023).

EXECUTION VERSION FIFTH AMENDMENT TO CREDIT AGREEMENT THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 31, 2023, is entered into by and among HYDROFARM HOLDINGS GROUP, INC.

March 9, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm Holdings

March 9, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Hydrofarm Holdings Group, Inc.

March 9, 2023 EX-99.1

Hydrofarm Holdings Group Announces Fourth Quarter and Full Year 2022 Results

Exhibit 99.1 Hydrofarm Holdings Group Announces Fourth Quarter and Full Year 2022 Results Shoemakersville, PA, — March 9, 2023 — Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agriculture (“CEA”), today announced financial results for its fourth

March 9, 2023 EX-21.1

Subsidiaries of Hydrofarm Holdings Group Inc.

Exhibit 21.1 Subsidiaries of Hydrofarm Holdings Group, Inc. Name Incorporation Hydrofarm Investment Corp. Delaware Hydrofarm Holdings LLC Delaware Hydrofarm, LLC California EHH Holdings, LLC Delaware Eltac XXI S.L. Spain Shenzhen Representative Office of Hydrofarm Inc. (USA) China Sunblaster LLC Delaware Sunblaster Holdings ULC Canada Hydrofarm Canada, LLC Delaware Grotek Europe, S.L. Spain Greens

March 9, 2023 EX-4.2

Description of Capital Stock.

DESCRIPTION OF CAPITAL STOCK Our Certificate of Incorporation authorizes us to issue 300,000,000 shares of common stock, par value $0.

March 9, 2023 S-8

As filed with the Securities and Exchange Commission on March 9, 2023

As filed with the Securities and Exchange Commission on March 9, 2023 Registration No.

March 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 9, 2023 Hydrofarm Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 9, 2023 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or orga

February 14, 2023 SC 13G/A

HYFM / Hydrofarm Holdings Group Inc / ETF MANAGERS GROUP, LLC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea173607-13ga2etfhydro.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* HYDROFARM HLDGS GROUP INC (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 44888K209 (CUSIP Number) December 31st, 2022 (Date of Event which Req

February 9, 2023 SC 13G/A

HYFM / Hydrofarm Holdings Group Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Hydrofarm Holdings Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 44888K209 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule i

December 29, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 22, 2022 Hydrofarm Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 22, 2022 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or

December 29, 2022 EX-10.1

Fourth Amendment to Credit Agreement and Limited Consent and Waiver, dated December 22, 2022, by and among Hydrofarm Holdings Group, Inc., Hydrofarm, LLC, Field 16, LLC, Aurora Innovations, LLC, Innovative Growers Equipment, Inc., Manufacturing & Supply Chain Services, Inc., Hydrofarm Investment Corp., Hydrofarm Holdings LLC, EHH Holdings, LLC, Sunblaster LLC, Hydrofarm Canada, LLC, Sunblaster Holdings ULC, Eddi’s Wholesale Garden Supplies Ltd., House & Garden Holdings, LLC, Gotham Properties LLC, Aurora International, LLC, Aurora Peat Products ULC, Greenstar Plant Products Inc., Innovative Ag Installation, Inc., Innovative Racking Systems, Inc., Innovative Shipping Solutions, Inc., Innovative Growers Equipment Canada, Inc., JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A.

EX-10.1 2 tm2233561d1ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   FOURTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED CONSENT AND WAIVER   THIS FOURTH AMENDMENT TO CREDIT AGREEMENT AND LIMITED CONSENT AND WAIVER (this “Amendment”), dated as of December 22, 2022, is entered into by and among HYDROFARM HOLDINGS GROUP, INC., a Delaware corporation (“Company”), HYDROFARM, LLC, a California limited liability

December 5, 2022 EX-99.1

Investor Presentation Growing starts with knowing December 2022

Exhibit 99.1 Investor Presentation Growing starts with knowing December 2022 Disclaimer Forward - Looking Statements This presentation contains forward - looking statements, within the meaning of the Private Securities Litigation Reform Act of 199 5, which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from

December 5, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 5, 2022 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or o

November 17, 2022 CORRESP

Hydrofarm Holdings Group, Inc. 1510 Main Street Shoemakersville, PA 19555

Hydrofarm Holdings Group, Inc. 1510 Main Street Shoemakersville, PA 19555 November 17, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Janice Adeloye Re: Hydrofarm Holdings Group, Inc. Registration Statement on Form S-3 Filed on November 9, 2022 File No. 333-268270 (the ?Registrat

November 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm

November 9, 2022 EX-10.1

Third Amendment and Joinder to Credit Agreement, dated as of August 23, 2022, by and among Hydrofarm Holdings Group, Inc., Hydrofarm, LLC, Field 16, LLC, Aurora Innovations, LLC, Innovative Growers Equipment, Inc., Manufacturing & Supply Chain Services, Inc., Hydrofarm Investment Corp., Hydrofarm Holdings LLC, EHH Holdings LLC, Sunblaster LLC, Hydrofarm Canada, LLC, Sunblaster Holdings ULC, Eddi’s Wholesale Garden Supplies Ltd., House & Garden Holdings, LLC, Gotham Properties LLC, Aurora International, LLC, Aurora Peat Products ULC, Greenstar Plant Products Inc., Innovative AG Installation, Inc., Innovative Racking Systems, Inc., Innovative Shipping Solutions, Inc., Innovative Growers Equipment Canada, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No. 001-39773), filed with the SEC on November 09, 2022).

Execution Version THIRD AMENDMENT AND JOINDER TO CREDIT AGREEMENT THIS THIRD AMENDMENT AND JOINDER TO CREDIT AGREEMENT (this ?Amendment?), dated as of August 23, 2022, is entered into by and among HYDROFARM HOLDINGS GROUP, INC.

November 9, 2022 S-3

As filed with the Securities and Exchange Commission on November 9, 2022

As filed with the Securities and Exchange Commission on November 9, 2022 Registration No.

November 9, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 9, 2022 Hydrofarm Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 9, 2022 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or o

November 9, 2022 EX-99.1

Hydrofarm Holdings Group Announces Third Quarter 2022 Results Company Reiterates Full Year 2022 Outlook

Exhibit 99.1 Hydrofarm Holdings Group Announces Third Quarter 2022 Results Company Reiterates Full Year 2022 Outlook Shoemakersville, PA, — November 9, 2022 — Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agriculture (“CEA”), today announced fi

November 9, 2022 EX-4.3

Form of Senior Debt Security

Exhibit 4.3 HYDROFARM HOLDINGS GROUP, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Senior Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a). 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04(a) 31

November 9, 2022 EX-4.4

Form of Subordinated Debt Security

Exhibit 4.4 HYDROFARM HOLDINGS GROUP, INC. Issuer AND [ ] Trustee INDENTURE Dated as of [ ] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a). 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.04

November 9, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES Calculation of Filing Fee Tables Form S-3 (Form Type) Hydrofarm Holdings Group, Inc.

September 1, 2022 CORRESP

Hydrofarm Holdings Group, Inc. 1510 Main Street Shoemakersville, Pennsylvania 19526

Hydrofarm Holdings Group, Inc. 1510 Main Street Shoemakersville, Pennsylvania 19526 September 1, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, NE Washington, D.C. 20549 Attention: Ta Tanisha Meadows and Angela Lumley Re: Hydrofarm Holdings Group, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed Marc

August 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm Hold

August 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 9, 2022 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or org

August 9, 2022 EX-99.1

Hydrofarm Holdings Group Announces Second Quarter 2022 Results Company Reiterates Updated Full Year 2022 Outlook

Exhibit 99.1 Hydrofarm Holdings Group Announces Second Quarter 2022 Results Company Reiterates Updated Full Year 2022 Outlook Shoemakersville, PA, ? August 9, 2022 ? Hydrofarm Holdings Group, Inc. (?Hydrofarm? or the ?Company?) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agriculture (?CEA?), today annou

August 2, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 2, 2022 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or org

August 2, 2022 EX-99.1

Hydrofarm Announces Preliminary Second Quarter 2022 Financial Results and Updates Fiscal 2022 Outlook Further Reduces Cost Structure and Maintains Solid Liquidity Position

Hydrofarm Announces Preliminary Second Quarter 2022 Financial Results and Updates Fiscal 2022 Outlook Further Reduces Cost Structure and Maintains Solid Liquidity Position Shoemakersville, PA (August 2, 2022) – Hydrofarm Holdings Group, Inc.

June 23, 2022 EX-99.1

Hydrofarm Holdings Group, Inc. Announces the Departure of President Terence Fitch

Hydrofarm Holdings Group, Inc. Announces the Departure of President Terence Fitch SHOEMAKERSVILLE, PA. ? June 23, 2022 ? Hydrofarm Holdings Group, Inc. (?Hydrofarm?) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agriculture (?CEA?), today announced that Terence Fitch will step down as President, effective

June 23, 2022 424B3

Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-256938 PROSPECTUS SUPPLEMENT NO. 15 (to Prospectus dated June 16, 2021) Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock This prospectus supplement supplements the prospectus dated June 16, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-256938). This prospectus supplement is being f

June 23, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 22, 2022 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or orga

June 23, 2022 EX-99.1

Hydrofarm Holdings Group, Inc. Announces the Departure of President Terence Fitch

Hydrofarm Holdings Group, Inc. Announces the Departure of President Terence Fitch SHOEMAKERSVILLE, PA. ? June 23, 2022 ? Hydrofarm Holdings Group, Inc. (?Hydrofarm?) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agriculture (?CEA?), today announced that Terence Fitch will step down as President, effective

June 13, 2022 424B3

Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-256938 PROSPECTUS SUPPLEMENT NO. 14 (to Prospectus dated June 16, 2021) Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock This prospectus supplement supplements the prospectus dated June 16, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-256938). This prospectus supplement is being f

June 13, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 7, 2022 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or organ

May 11, 2022 424B3

Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-256938 PROSPECTUS SUPPLEMENT NO. 13 (to Prospectus dated June 16, 2021) Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock This prospectus supplement supplements the prospectus dated June 16, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-256938). This prospectus supplement is being f

May 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 10, 2022 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or organ

May 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm Hol

May 10, 2022 EX-99.1

Hydrofarm Holdings Group Announces First Quarter 2022 Results Company Updates Full Year 2022 Outlook

Exhibit 99.1 Hydrofarm Holdings Group Announces First Quarter 2022 Results Company Updates Full Year 2022 Outlook Shoemakersville, PA, ? May 10, 2022 ? Hydrofarm Holdings Group, Inc. (?Hydrofarm? or the ?Company?) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agriculture (?CEA?), today announced financial

April 26, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?

April 26, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by

March 24, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 21, 2022 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or org

March 24, 2022 424B3

Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-256938 PROSPECTUS SUPPLEMENT NO. 12 (to Prospectus dated June 16, 2021) Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock This prospectus supplement supplements the prospectus dated June 16, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-256938). This prospectus supplement is being f

March 2, 2022 424B3

Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-256938 PROSPECTUS SUPPLEMENT NO. 11 (to Prospectus dated June 16, 2021) Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock This prospectus supplement supplements the prospectus dated June 16, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-256938). This prospectus supplement is being f

March 1, 2022 EX-99.1

Hydrofarm Holdings Group, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share amounts)

Exhibit 99.1 Hydrofarm Holdings Group Announces Fourth Quarter and Full Year 2021 Results Company Provides Full Year 2022 Outlook Shoemakersville, Pa., ? March 1, 2022 (GLOBE NEWSWIRE) ? Hydrofarm Holdings Group, Inc. (?Hydrofarm? or the ?Company?) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded hydroponics equipment and supplies for controlled environment agriculture

March 1, 2022 EX-4.2

Description of Capital Stock

EX-4.2 2 exhibit42descriptionofca.htm EX-4.2 Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK Our Certificate of Incorporation authorizes us to issue 300,000,000 shares of common stock, par value $0.0001 per share. The following statements are summaries only of provisions of our authorized capital stock and are qualified in their entirety by our Certificate of Incorporation. You should review these docume

March 1, 2022 EX-10.6

Form of Restricted Stock Unit Award Agreement under the 2020 Employee, Director and Consultant Equity Incentive Plan.

Exhibit 10.6 Restricted Stock Unit No. HYDROFARM HOLDINGS GROUP, INC. Restricted Stock Unit Award Grant Notice Restricted Stock Unit Award Grant under the Company?s 2020 Employee, Director and Consultant Equity Incentive Plan 1. Name and Address of Participant: 2. Date of Grant of Restricted Stock Unit Award: 3. Maximum Number of Shares underlying Restricted Stock Unit Award: 4. Vesting of Award:

March 1, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm Holdings

March 1, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 1, 2022 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or orga

March 1, 2022 EX-21.1

Subsidiaries of Hydrofarm Holdings Group Inc.

Name Place of Incorporation/Formation Hydrofarm Investment Corp. Delaware Hydrofarm Holdings LLC Delaware Hydrofarm, LLC California EHH Holdings, LLC Delaware Eltac XXI S.L. Spain Shenzhen Representative Office of Hydrofarm Inc. (USA) China Sunblaster LLC Delaware Sunblaster Holdings ULC Canada Hydrofarm Canada, LLC Delaware Grotek Europe, S.L. Spain Greenstar Plant Products Inc. Canada Eddi's Who

February 14, 2022 SC 13G/A

HYFM / Hydrofarm Holdings Group Inc / TOMES JOHN - SC 13G/A Passive Investment

SC 13G/A 1 brhc10034051formsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Hydrofarm Holdings Group, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 44888K 209 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Stateme

February 14, 2022 SC 13G/A

HYFM / Hydrofarm Holdings Group Inc / PAYNE CHRIS - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Hydrofarm Holdings Group, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 44888K 209 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 10, 2022 SC 13G

HYFM / Hydrofarm Holdings Group Inc / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Hydrofarm Holdings Group Inc. Title of Class of Securities: Common Stock CUSIP Number: 44888K209 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-

January 25, 2022 SC 13G/A

HYFM / Hydrofarm Holdings Group Inc / Wardenburg Peter - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Hydrofarm Holdings Group, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 44888K 209 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

January 11, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 7, 2022 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or or

January 11, 2022 EX-99.1

Hydrofarm Holdings Group Reaffirms Fiscal 2021 Outlook January 7, 2022 Management will Participate at the 2022 Virtual ICR Conference on January 11, 2022 FAIRLESS HILLS, Pa., Jan. 07, 2022 (GLOBE NEWSWIRE) -- Hydrofarm Holdings Group, Inc. (“Hydrofar

EX-99.1 2 hydrofarmholdingsgroupre.htm EX-99.1 Hydrofarm Holdings Group Reaffirms Fiscal 2021 Outlook January 7, 2022 Management will Participate at the 2022 Virtual ICR Conference on January 11, 2022 FAIRLESS HILLS, Pa., Jan. 07, 2022 (GLOBE NEWSWIRE) - Hydrofarm Holdings Group, Inc. (“Hydrofarm”) (Nasdaq: HYFM), a leading independent distributor and manufacturer of hydroponics equipment and supp

January 11, 2022 EX-99.2

Investor presentation J a n u a r y 2 0 2 2 1 Disclaimer Forward-Looking Statements This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to known and unkn

Investor presentation J a n u a r y 2 0 2 2 1 Disclaimer Forward-Looking Statements This presentation contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to known and unknown risks, uncertainties and other important factors that may cause actual results to be materially different from the statements made herein.

January 11, 2022 EX-99.1

Hydrofarm Releases Inaugural 2020 ESG Sustainability Report January 11, 2022 FAIRLESS HILLS, Pa., Jan. 11, 2022 (GLOBE NEWSWIRE) -- Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading distributor and manufacturer o

Hydrofarm Releases Inaugural 2020 ESG Sustainability Report January 11, 2022 FAIRLESS HILLS, Pa.

January 11, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 11, 2022 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or o

November 15, 2021 EX-10.3

Credit and Guaranty Agreement, dated as of October 25, 2021, by and among Hydrofarm Holdings Group, Inc., the other credit parties party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021).

Exhibit 10.3 CREDIT AND GUARANTY AGREEMENT dated as of October 25, 2021, among HYDROFARM HOLDINGS GROUP, INC., as Borrower, the other Credit Parties party hereto, THE BANKS AND FINANCIAL INSTITUTIONS LISTED HEREIN, as Lenders, and JPMORGAN CHASE BANK, N.A., as Sole Bookrunner, Sole Lead Arranger, Administrative Agent and Collateral Agent Senior Secured Term Loan Facility i TABLE OF CONTENTS Page S

November 15, 2021 424B3

Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-256938 PROSPECTUS SUPPLEMENT NO. 10 (to Prospectus dated June 16, 2021) Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock This prospectus supplement supplements the prospectus dated June 16, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-256938). This prospectus supplement is being f

November 15, 2021 EX-10.2

Second Amendment to Credit Agreement, dated as of October 25, 2021, by and among Hydrofarm Holdings Group, Inc., Hydrofarm, LLC, Field 16, LLC, House & Garden, Inc., Humboldt Wholesale, Inc., Aurora Innovations, LLC, Hydrofarm Investment Corp., Hydrofarm Holdings LLC, EHH Holdings LLC, Sunblaster LLC, Hydrofarm Canada, LLC, Sunblaster Holdings ULC, Eddi’s Wholesale Garden Supplies Ltd., House & Garden Holdings, LLC, Gotham Properties LLC, Aurora International, LLC, Allied Imports & Logistics, Inc., Aurora Peat Products ULC, Greenstar Plant Products Inc., the lenders party thereto and JPMorgan Chase Bank, N.A.

Exhibit 10.2 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?), dated as of October 25, 2021, is entered into by and among HYDROFARM HOLDINGS GROUP, INC., a Delaware corporation (?Company?), HYDROFARM, LLC, a California limited liability company (?HYD?), FIELD 16, LLC, a Delaware limited liability company (?F16?), HOUSE & GARDEN, INC., a Nevada corpo

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm

November 12, 2021 EX-99.1

Hydrofarm Holdings Group Announces Third Quarter 2021 Results Company Reiterates Updated Full Year 2021 Outlook

EX-99.1 2 hyfm-ex991x20210930.htm EX-99.1 Exhibit 99.1 Hydrofarm Holdings Group Announces Third Quarter 2021 Results Company Reiterates Updated Full Year 2021 Outlook FAIRLESS HILLS, Pa., —Nov. 11, 2021 (GLOBE NEWSWIRE) -Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent distributor and manufacturer of hydroponics equipment and supplies for controll

November 12, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 11, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or

November 3, 2021 EX-2.2

Amendment No. 1 to Stock Purchase and Contribution Agreement, dated as of November 1, 2021, by and among Hydrofarm Holdings Group, Inc., Hydrofarm, LLC, Bruce Zierk and Christopher Mayer.

Exhibit 2.2 AMENDMENT NO. 1 TO STOCK PURCHASE AND CONTRIBUTION AGREEMENT This Amendment No. 1 to Stock Purchase and Contribution Agreement (this ?Amendment No. 1?) by and among (i) Hydrofarm Holdings Group, Inc., a Delaware corporation (?Holdings?), (ii) Hydrofarm, LLC, a California limited liability company (?Buyer?), (iii) Bruce Zierk, an individual, and Christopher Mayer, an individual (collect

November 3, 2021 EX-2.1

Stock Purchase and Contribution Agreement, dated as of October 25, 2021, by and among Hydrofarm Holdings Group, Inc., Hydrofarm, LLC, Bruce Zierk and Christopher Mayer.

EX-2.1 2 tm2131526d1ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. STOCK PURCHASE AND CONTRIBUTION AGREEMENT among Hydrofarm Holdings Group, Inc. HYDROFARM, LLC, BRUCE ZIERK, CHRISTOPHER MAYER, and CHRISTOP

November 3, 2021 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 1, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or o

November 3, 2021 424B3

Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-256938 PROSPECTUS SUPPLEMENT NO. 9 (to Prospectus dated June 16, 2021) Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock This prospectus supplement supplements the prospectus dated June 16, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-256938). This prospectus supplement is being fi

November 3, 2021 EX-99.1

Hydrofarm Completes Acquisition of Innovative Growers Equipment, Inc.

EX-99.1 4 tm2131526d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Hydrofarm Completes Acquisition of Innovative Growers Equipment, Inc. Fairless Hills, Pa. (November 1, 2021) – Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading distributor and manufacturer of hydroponics equipment and supplies for controlled environment agriculture (“CEA”), today announced that it has

October 28, 2021 424B3

Explanatory Note This Amendment No. 1 to prospectus supplement No. 8 on form 424(b)(3) is being made to correctly attach the Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 26, 2021, which was inadvertently om

Explanatory Note This Amendment No. 1 to prospectus supplement No. 8 on form 424(b)(3) is being made to correctly attach the Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 26, 2021, which was inadvertently omitted in the original prospectus supplement No. 8. This filing does not amend, modify or alter such previous filing in any other respect. Filed pursua

October 28, 2021 424B3

Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-256938 PROSPECTUS SUPPLEMENT NO. 8 (to Prospectus dated June 16, 2021) Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock This prospectus supplement supplements the prospectus dated June 16, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-256938). This prospectus supplement is being fi

October 26, 2021 EX-99.1

Hydrofarm Signs Agreement to Acquire Innovative Growers Equipment; Announces Preliminary 3Q21 Financial Results and Provides Updated Full Year 2021 Outlook Announces Closing of Senior Secured Term Loan Facility Commercial Benching, Racking and LED Li

Exhibit 99.1 Hydrofarm Signs Agreement to Acquire Innovative Growers Equipment; Announces Preliminary 3Q21 Financial Results and Provides Updated Full Year 2021 Outlook Announces Closing of Senior Secured Term Loan Facility Commercial Benching, Racking and LED Lighting Systems Manufacturer Further Diversifies Hydrofarm?s Portfolio of Controlled Environment Agriculture Products Fairless Hills, Pa.

October 26, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 25, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or o

October 26, 2021 EX-99.2

Lender presentation October 2021 These materials are not to be printed, downloaded or distributed .

Exhibit 99.2 Lender presentation October 2021 These materials are not to be printed, downloaded or distributed . 126.108.108 109.110.106 169.169.169 169.169.169 1 Disclaimer Special Notice for Private - Side, Subject to Cleansing Information Materials SPECIAL NOTICE REGARDING MATERIAL NON - PUBLIC INFORMATION THIS DOCUMENT MAY CONTAIN MATERIAL NON - PUBLIC INFORMATION CONCERNING THE BORROWER OR IT

September 10, 2021 424B3

Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-256938 PROSPECTUS SUPPLEMENT NO. 7 (to Prospectus dated June 16, 2021) Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock This prospectus supplement supplements the prospectus dated June 16, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-256938). This prospectus supplement is being fi

September 7, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 31, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or or

September 7, 2021 EX-10.1

First Amendment and Joinder to Credit Agreement, dated as of August 31, 2021, by and among Hydrofarm Holdings Group, Inc., Hydrofarm, LLC, Hydrofarm Investment Corp., Hydrofarm Holdings LLC, EHH Holdings LLC, Sunblaster LLC, Hydrofarm Canada, LLC, Sunblaster Holdings ULC, Eddi’s Wholesale Garden Supplies Ltd., Field 16, LLC, House & Garden, Inc., Humboldt Wholesale, Inc., Aurora Innovations, LLC, House & Garden Holdings, LLC, Gotham Properties LLC, Aurora International, LLC, Allied Imports & Logistics, Inc., Aurora Peat Products ULC, Greenstar Plant Products Inc., the lenders party thereto and JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-39773) filed with the SEC on September 7, 2021).

Exhibit 10.1 FIRST AMENDMENT AND JOINDER TO CREDIT AGREEMENT THIS FIRST AMENDMENT AND JOINDER TO CREDIT AGREEMENT (this ?Amendment?), dated as of August 31, 2021, is entered into by and among HYDROFARM HOLDINGS GROUP, INC., a Delaware corporation (?Company?), HYDROFARM, LLC, a California limited liability company (?HYD?; and together with the Company, each individually, an ?Existing Borrower?, and

August 13, 2021 EX-10.1

Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2021)

Exhibit 10.1 Hydrofarm Holdings Group, Inc. Non-Employee Director Compensation Policy The Board of Directors of Hydrofarm Holdings Group, Inc. (the ?Company?) has approved the following Non-Employee Director Compensation Policy (this ?Policy?). The Policy is to apply to all non-employee directors of the Company. In exchange for their service, each director will be eligible for the following annual

August 13, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm Hold

August 13, 2021 424B3

Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-256938 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated June 16, 2021) Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock This prospectus supplement supplements the prospectus dated June 16, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-256938). This prospectus supplement is being fi

August 12, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 12, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or or

August 12, 2021 EX-99.1

Hydrofarm Holdings Group Announces Second Quarter 2021 Results Company Updates Full Year 2021 Outlook

EX-99.1 2 hyfm-ex991x20210630.htm EX-99.1 Exhibit 99.1 Hydrofarm Holdings Group Announces Second Quarter 2021 Results Company Updates Full Year 2021 Outlook FAIRLESS HILLS, PA —August 12, 2021-Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent distributor and manufacturer of hydroponics equipment and supplies for controlled environment agriculture (

August 3, 2021 424B3

Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-256938 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated June 16, 2021) Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock This prospectus supplement supplements the prospectus dated June 16, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-256938). This prospectus supplement is being fi

August 3, 2021 EX-99.1

Hydrofarm Acquires Canada’s Greenstar Plant Products Grotek and Gaia Green Brands Added to Expanding Portfolio of Premium Plant Nutrients as Hydrofarm’s Acquisition Run Continues

Exhibit 99.1 Hydrofarm Acquires Canada?s Greenstar Plant Products Grotek and Gaia Green Brands Added to Expanding Portfolio of Premium Plant Nutrients as Hydrofarm?s Acquisition Run Continues Fairless Hills, Pa. (August 3, 2021) ? Hydrofarm Holdings Group, Inc. (?Hydrofarm? or the ?Company?) (Nasdaq: HYFM), a leading distributor and manufacturer of hydroponics equipment and supplies for controlled

August 3, 2021 EX-2.1

Share Purchase Agreement, dated as of August 3, 2021, by and among Hydrofarm Holdings Group, Inc., Greenstar Plant Products Inc., GSPP Investments Inc., Funance Productions Corp., Michael Nemirow, and 13213684 Canada Ltd. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-39773) filed with the SEC on August 3, 2021).

Exhibit 2.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. SHARE PURCHASE AGREEMENT BY AND AMONG ?13213684 CANADA LTD.? a Canadian corporation, AND HYDROFARM HOLDINGS GROUP, INC., a Delaware corporation, AND GREENSTAR PLANT PRODUCTS INC., a

August 3, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 30, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or orga

July 23, 2021 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 19, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or orga

July 23, 2021 424B3

Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-256938 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated June 16, 2021) Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock This prospectus supplement supplements the prospectus dated June 16, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-256938). This prospectus supplement is being fi

July 13, 2021 424B3

Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-256938 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated June 16, 2021) Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock This prospectus supplement supplements the prospectus dated June 16, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-256938). This prospectus supplement is being fi

July 13, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 12, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or orga

July 7, 2021 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 1, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or organ

July 7, 2021 424B3

Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-256938 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated June 16, 2021) Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock This prospectus supplement supplements the prospectus dated June 16, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-256938). This prospectus supplement is being fi

July 7, 2021 EX-99.1

Hydrofarm Completes Acquisition of Aurora Innovations and its Organic Nutrients and Grow Media Operations

Exhibit 99.1 Hydrofarm Completes Acquisition of Aurora Innovations and its Organic Nutrients and Grow Media Operations Fairless Hills, Pa. (July 1, 2021) ? Hydrofarm Holdings Group, Inc. (?Hydrofarm?) (Nasdaq: HYFM), a leading distributor and manufacturer of hydroponics equipment and supplies, today announced that it has completed its previously announced acquisition of Aurora Innovations, Inc., A

June 21, 2021 EX-99.2

Hydrofarm Announces Redemption of Investor Warrants Redemption Expected to Increase Cash Balance by Up to $54 Million

Exhibit 99.2 Hydrofarm Announces Redemption of Investor Warrants Redemption Expected to Increase Cash Balance by Up to $54 Million Fairless Hills, Pa. - June 21, 2021? Hydrofarm Holdings Group, Inc. (?Hydrofarm? or the ?Company?) (Nasdaq: HYFM), a leading distributor and manufacturer of hydroponics equipment and supplies, today announced that the Company will redeem certain of its outstanding warr

June 21, 2021 EX-99.3

NOTICE OF REDEMPTION OF WARRANTS

Exhibit 99.3 June 18, 2021 NOTICE OF REDEMPTION OF WARRANTS Dear Investor Warrant Holder, Hydrofarm Holdings Group, Inc. (the ?Company?) hereby gives notice that it is redeeming, at 5:00 p.m. Eastern Time on July 19, 2021 (the ?Redemption Date?), all of the Company?s outstanding investor warrants (the ?Investor Warrants?) to purchase shares of the Company?s common stock, $0.0001 par value per shar

June 21, 2021 424B3

Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-256938 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated June 16, 2021) Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock This prospectus supplement supplements the prospectus dated June 16, 2021 (the ?Prospectus?), which forms a part of our registration statement on Form S-1 (No. 333-256938). This prospectus supplement is being fi

June 21, 2021 EX-99.1

Hydrofarm Enters into Agreement to Acquire Aurora Innovations and its Organic Nutrients and Grow Media Operations Aurora Innovations Brings Valuable Manufacturing Presence on the West Coast in Oregon, on the East Coast in New York State, and in Weste

Exhibit 99.1 Hydrofarm Enters into Agreement to Acquire Aurora Innovations and its Organic Nutrients and Grow Media Operations Aurora Innovations Brings Valuable Manufacturing Presence on the West Coast in Oregon, on the East Coast in New York State, and in Western Canada Fairless Hills, Pa. (June 17, 2021) ? Hydrofarm Holdings Group, Inc. (?Hydrofarm?) (Nasdaq: HYFM), a leading independent distri

June 21, 2021 EX-2.1

Securities Purchase Agreement, dated as of June 17, 2021, by and among Hydrofarm Holdings Group, Inc., Gotham Properties LLC, Aurora Innovations Inc., an Oregon corporation, Aurora International, Inc., and certain equityholders party thereto (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-39773) filed with the SEC on June 21, 2021). (Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 333-250037), filed with the SEC on November 12, 2020).

EX-2.1 2 tm2120105d3ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. Execution Version Securities Purchase Agreement among Hydrofarm Holdings Group, Inc., Gotham Properties LLC, Aurora Innovations Inc., Auror

June 21, 2021 424B3

Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-256938? Prospectus Hydrofarm Holdings Group, Inc. 3,369,138 Shares of Common stock This prospectus relates to the offer and sale from time to time of up to 3,369,138 shares of our common stock by the selling stockholders listed on page 25 of this prospectus. The number of shares offered for sale by the selling stockholders

June 21, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 17, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or orga

June 14, 2021 CORRESP

Hydrofarm Holdings Group, Inc. 290 Canal Road, Fairless Hills, Pennsylvania 19030 (707) 765-9990

Hydrofarm Holdings Group, Inc. 290 Canal Road, Fairless Hills, Pennsylvania 19030 (707) 765-9990 June 14, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Cara Wirth Re: Hydrofarm Holdings Group, Inc. Registration Statement on Form S-1 File No. 333-256938 Acceleration Request Dear Cara Wirth, Pursuant to R

June 9, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 8, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or organ

June 9, 2021 S-1

As filed with the Securities and Exchange Commission on June 9, 2021.

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 9, 2021.

June 3, 2021 EX-99.1

Hydrofarm Completes Acquisition of Premium Nutrient Producer House and Garden

EX-99.1 2 hyfm-ex991x2021063.htm EX-99.1 Exhibit 99.1 Hydrofarm Completes Acquisition of Premium Nutrient Producer House and Garden Fairless Hills, Pa. - Tuesday, June 1, 2021– Hydrofarm Holdings Group, Inc. (“Hydrofarm”) (Nasdaq: HYFM), a leading distributor and manufacturer of hydroponics equipment and supplies, today announced that it has completed its previously announced acquisition of House

June 3, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 1, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or organ

May 26, 2021 EX-99.1

Hydrofarm Enters into Agreement to Acquire House & Garden Manufacturer and Supplier of Hydroponic Nutrients and Equipment to Expand Hydrofarm’s Product Line and Market Position as Company Accelerates Strategic Acquisition Strategy

Hydrofarm Enters into Agreement to Acquire House & Garden Manufacturer and Supplier of Hydroponic Nutrients and Equipment to Expand Hydrofarm?s Product Line and Market Position as Company Accelerates Strategic Acquisition Strategy Fairless Hills, Pa.

May 26, 2021 EX-2.1

Stock Purchase Agreement, dated as of May 21, 2021, by and among House & Garden Holdings, LLC, House & Garden, Inc., Humboldt Wholesale, Inc., Allied Imports & Logistics, Inc., South Coast Horticultural Supply, Inc., the Sellers (as defined therein), and Steven Muller, as Sellers’ Representative (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-39773) filed with the SEC on May 26, 2021).

Exhibit 2.1 Execution Version STOCK PURCHASE AGREEMENT dated as of May 21, 2021 by and among HOUSE & GARDEN HOLDINGS, LLC, HOUSE & GARDEN, INC., HUMBOLDT WHOLESALE, INC., ALLIED IMPORTS & LOGISTICS, INC., SOUTH COAST HORTICULTURAL SUPPLY, INC., THE SELLERS and STEVEN MULLER, as Sellers? Representative TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Other Defi

May 26, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 21, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or organ

May 14, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to Commission File Number: 001-39773 Hydrofarm Hol

May 13, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 13, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or organ

May 13, 2021 EX-99.1

Hydrofarm Holdings Group Announces First Quarter 2021 Results Company Updates Full Year 2021 Outlook

EX-99.1 2 hyfm-ex991x20210331.htm EX-99.1 Exhibit 99.1 Hydrofarm Holdings Group Announces First Quarter 2021 Results Company Updates Full Year 2021 Outlook FAIRLESS HILLS, PA —May 13, 2021-Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent distributor and manufacturer of hydroponics equipment and supplies for controlled environment agriculture (“CEA

May 5, 2021 EX-99.1

Hydrofarm Completes Acquisition of Premium Nutrient Maker HEAVY 16

Exhibit 99.1 Hydrofarm Completes Acquisition of Premium Nutrient Maker HEAVY 16 Fairless Hills, Pa. - Monday, May 4, 2021? Hydrofarm Holdings Group, Inc. (?Hydrofarm?) (Nasdaq: HYFM), a leading distributor and manufacturer of hydroponics equipment and supplies, today announced that it has completed its previously announced acquisition of Field 16, LLC, the manufacturer and distributor of HEAVY 16,

May 5, 2021 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 3, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or organi

April 30, 2021 424B4

Hydrofarm Holdings Group, Inc. 4,805,967 Shares of Common stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(4) ?Registration No. 333-255510? Prospectus Hydrofarm Holdings Group, Inc. 4,805,967 Shares of Common stock We are offering 4,805,967 shares of our common stock in this offering. Our common stock is listed on the Nasdaq Global Select Market under the symbol ?HYFM.? On April 28, 2021, the last reported sale price of our common stock as reported on th

April 28, 2021 S-1MEF

- S-1MEF

As filed with the Securities and Exchange Commission on April 28, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 5191 81-4895761 (State or other jurisdiction of incorporation or organizat

April 28, 2021 S-1/A

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 28, 2021.

April 26, 2021 EX-99.1

Hydrofarm Enters into Agreement to Acquire Premium Nutrient Maker HEAVY 16, Announces Preliminary Financial Results for First Quarter 2021 Hydroponics Market Leader to Acquire High-Growth Nutrient Manufacturer to Expand Proprietary Brand Portfolio

EX-99.1 2 tm2114111d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Hydrofarm Enters into Agreement to Acquire Premium Nutrient Maker HEAVY 16, Announces Preliminary Financial Results for First Quarter 2021 Hydroponics Market Leader to Acquire High-Growth Nutrient Manufacturer to Expand Proprietary Brand Portfolio Fairless Hills, Pa. (Monday, April 26, 2021) – Hydrofarm Holdings Group, Inc. (“Hydrofarm”) (N

April 26, 2021 DEF 14A

- DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by

April 26, 2021 EX-1.1

Form of Underwriting Agreement.

EX-1.1 2 tm2111918d5ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Hydrofarm Holdings Group, Inc. [●] shares of common stock Underwriting Agreement April [●], 2021 J.P. Morgan Securities LLC Stifel, Nicolaus & Company, Incorporated As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Stifel, Nicolaus & Company,

April 26, 2021 CORRESP

Hydrofarm Holdings Group, Inc. 290 Canal Road Fairless Hills, Pennsylvania 19030 (707) 765-9990

Hydrofarm Holdings Group, Inc. 290 Canal Road Fairless Hills, Pennsylvania 19030 (707) 765-9990 April 26, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Taylor Beech RE: Hydrofarm Holdings Group, Inc. Registration Statement on Form S-1 File No. 333-255510 Acceleration Request Dear Taylor Beech: Wi

April 26, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.??) Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?

April 26, 2021 S-1

Registration Statement - S-1

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 26, 2021.

April 26, 2021 EX-99.2

Hydrofarm Holdings Group Announces Launch of Proposed Public Offering of Common Stock

EX-99.2 3 tm2114111d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Hydrofarm Holdings Group Announces Launch of Proposed Public Offering of Common Stock FAIRLESS HILLS, PA —April 26, 2021-Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent distributor and manufacturer of hydroponics equipment and supplies for controlled environment agriculture, today announce

April 26, 2021 EX-10.38

Unit Purchase and Contribution Agreement, dated as of April 26, 2021, by and among Hydrofarm Holdings Group, Inc., Field 16, LLC, F16 Holding LLC and the members of F16 Holding LLC (incorporated by reference to Exhibit 10.38 of the Company’s Registration Statement on Form S-1 (File No. 333-255510) filed with the SEC on April 26, 2021).

Exhibit 10.38 EXECUTION VERSION UNIT PURCHASE AND CONTRIBUTION AGREEMENT BY AND AMONG HYDROFARM HOLDINGS GROUP, INC., a Delaware corporation, FIELD 16, LLC, a Delaware limited liability company, F16 HOLDING LLC, a California limited liability company AND THE MEMBERS OF F16 HOLDING LLC Dated: April 26, 2021 TABLE OF CONTENTS Page Article I PURCHASE AND SALE 2 Section 1.01 Purchase and Sale 2 Sectio

April 26, 2021 CORRESP

[Signature Page to Underwriters’ Acceleration Request]

J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Stifel, Nicolaus & Company, Incorporated One South Street, 15th Floor Baltimore, Maryland 21202 April 26, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Hydrofarm Holdings Group, Inc. Registration Statement on Form S-1 (File No. 333-255510) Re

April 26, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 26, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or org

April 2, 2021 DRS

-

TABLE OF CONTENTS As confidentially submitted with the Securities and Exchange Commission on April 2, 2021.

March 30, 2021 10-K

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39773 Hydrofarm Hold

March 30, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 30, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or org

March 30, 2021 EX-99.1

Hydrofarm Holdings Group Announces Fourth Quarter and Full Year 2020 Results Company Provides Full Year 2021 Outlook

EX-99.1 2 tm2111262d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Hydrofarm Holdings Group Announces Fourth Quarter and Full Year 2020 Results Company Provides Full Year 2021 Outlook FAIRLESS HILLS, PA —March 30, 2021-Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent distributor and manufacturer of hydroponics equipment and supplies for controlled environm

March 30, 2021 EX-4.3

Description of Capital Stock.

EX-4.3 2 tm2110286d1ex4-3.htm EXHIBIT 4.3 Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK Our Certificate of Incorporation authorizes us to issue 300,000,000 shares of common stock, par value $0.0001 per share. As of December 31, 2020, we had issued and outstanding 33,499,953 shares of our common stock The following statements are summaries only of provisions of our authorized capital stock and are quali

March 30, 2021 EX-10.38

Credit Agreement, dated March 29, 2021, by and among Hydrofarm Holdings Group, Inc., Hydrofarm, LLC, and JPMorgan Chase Bank, N.A. (Incorporated by reference to the Company’s Annual Report on Form 10-K, filed with the SEC on March 30, 2021).

Exhibit 10.38 CREDIT AGREEMENT dated as of March 29, 2021 among HYDROFARM HOLDINGS GROUP, INC., and HYDROFARM, LLC as Borrowers, The Other Loan Parties Party Hereto, The Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Sole Bookrunner and Sole Lead Arranger ASSET BASED LENDING Table of Contents Page Article I Definitions 1 Section 1.01 Defi

March 23, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 17, 2021 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39773 81-4895761 (State or other jurisdiction of incorporation or org

February 16, 2021 EX-99.3

Form of Restricted Stock Unit Award Agreement under the 2020 Employee, Director and Consultant Equity Incentive Plan.

EX-99.3 5 tm216175d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Restricted Stock Unit No. HYDROFARM HOLDINGS GROUP, INC. Restricted Stock Unit Award Grant Notice Restricted Stock Unit Award Grant under the Company’s 2020 Employee, Director and Consultant Equity Incentive Plan 1. Name and Address of Participant: 2. Date of Grant of Restricted Stock Unit Award: 3. Maximum Number of Shares underlying Restri

February 16, 2021 EX-99.8

Amended and Restated Restricted Stock Unit Award Agreement.

Exhibit 99.8 HYDROFARM HOLDINGS GROUP, INC. AMENDED AND RESTATED RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to your Amended and Restated Restricted Stock Unit Award Notice (the “Restated Award Notice”) and this Amended and Restated Restricted Stock Unit Award Agreement (this “Agreement”), Hydrofarm Holdings Group, Inc. (the “Company”) has granted you a Restated Restricted Stock Unit Award (the

February 16, 2021 S-8

- FORM S-8

As filed with the Securities and Exchange Commission on February 16, 2021 Registration No.

February 10, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hydrofarm Holdings Group, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hydrofarm Holdings Group, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 44888K 209 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

February 10, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hydrofarm Holdings Group, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hydrofarm Holdings Group, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 44888K 209 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

February 10, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hydrofarm Holdings Group, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hydrofarm Holdings Group, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 44888K 209 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

January 19, 2021 DRS

As confidentially submitted with the Securities and Exchange Commission on January 19, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confide

TABLE OF CONTENTS As confidentially submitted with the Securities and Exchange Commission on January 19, 2021.

January 19, 2021 DRSLTR

Boston London Los Angeles New York San Diego San Francisco Washington MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

Chrysler Center 666 Third Avenue New York, NY 10017 212 935 3000 mintz.com January 19, 2021 CONFIDENTIAL ? VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Hydrofarm Holdings Group, Inc. Draft Registration Statement on Form S-1 Ladies and Gentlemen: On behalf of Hydrofarm Holdings Group, Inc. (the

January 7, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hydrofarm Holdings Group, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Hydrofarm Holdings Group, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 44888K 209 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

December 11, 2020 424B4

Hydrofarm Holdings Group, Inc. 8,666,667 Shares of Common stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(4)  Registration No. 333-250037 Prospectus Hydrofarm Holdings Group, Inc. 8,666,667 Shares of Common stock This is an initial public offering of common stock of Hydrofarm Holdings Group, Inc. Prior to this offering, there has been no public market for our common stock. The initial public offering price is $20.00 per share. Our common stock will be l

December 9, 2020 S-1/A

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 9, 2020.

December 7, 2020 CORRESP

Hydrofarm Holdings Group, Inc. 2249 South McDowell Boulevard Ext. Petaluma, California 94954 (707) 765-9990

Hydrofarm Holdings Group, Inc. 2249 South McDowell Boulevard Ext. Petaluma, California 94954 (707) 765-9990 December 7, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Nick Lamparski RE: Hydrofarm Holdings Group, Inc. Registration Statement on Form S-1 File No. 333-250037 Acceleration Request Dear

December 7, 2020 8-A12B

the description of our common stock contained in our Registration Statement on Form 8-A initially filed on December 7, 2020, including any amendment or report filed for the purpose of updating such description; and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 HYDROFARM HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 81-4895761 (State of incorporation or organization) (I.R.S. Employer Identification No.) 249 South McD

December 7, 2020 CORRESP

[Signature Page to Underwriters’ Acceleration Request]

J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Stifel, Nicolaus & Company, Incorporated One South Street, 15th Floor Baltimore, Maryland 21202 December 7, 2020 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Hydrofarm Holdings Group, Inc. Registration Statement on Form S-1 (File No. 333-250037)

December 1, 2020 EX-3.2

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Hydrofarm Holdings Group, Inc. (Incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-250037), filed with the SEC on December 1, 2020).

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HYDROFARM HOLDINGS GROUP, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Hydrofarm Holdings Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows: 1. The name of the Corporatio

December 1, 2020 EX-21.1

Subsidiaries of Hydrofarm Holdings Group, Inc. (Incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-250037), filed with the SEC on December 1, 2020).

Exhibit 21.1 Subsidiaries of Hydrofarm Holdings Group, Inc. Name Place of Incorporation/Formation Hydrofarm Investment Corp. Delaware Hydrofarm Holdings LLC Delaware Hydrofarm, LLC California EHH Holdings, LLC Delaware Shenzhen Representative Office of Hydrofarm Inc. (USA) China Sunblaster LLC Delaware Hydrofarm Canada, LLC Delaware Eltac XXI S.L. Spain Sunblaster Holdings ULC Canada Eddi’s Wholes

December 1, 2020 EX-1.1

Form of Underwriting Agreement.

EX-1.1 2 tm2027341d8ex1-1.htm EXHIBIT-1.1 Exhibit 1.1 Hydrofarm Holdings Group, Inc. [·] shares of common stock Underwriting Agreement [·], 2020 J.P. Morgan Securities LLC Stifel, Nicolaus & Company, Incorporated As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Stifel, Nicolaus & Company, Incor

December 1, 2020 S-1/A

- S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 1, 2020.

December 1, 2020 EX-10.38

Hydrofarm Holdings Group, Inc. 2020 Equity Incentive Plan (Incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-250037), filed with the SEC on December 1, 2020).

Exhibit 10.38 HYDROFARM HOLDINGS GROUP, INC. 2020 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Hydrofarm Holdings Group, Inc. 2020 Employee, Director and Consultant Equity Incentive Plan, have the following meanings: Administrator means the Board of Directors, unless

December 1, 2020 EX-3.4

Amended and Restated Bylaws (Incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-250037), filed with the SEC on December 1, 2020).

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF HYDROFARM HOLDINGS GROUP, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. (a) Annual Meeting. The annual meeting of stockholders (any such meeting being referred to herein as an “Annual Meeting”) shall be held at the hour, date and place, if any, within or without the United States which is fixed by the Board of Directors of the Corporation (th

December 1, 2020 EX-10.39

Form of Hydrofarm Holdings Group, Inc. 2020 Equity Incentive Plan Stock Option Notice (Incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No. 333-250037), filed with the SEC on December 1, 2020).

Exhibit 10.39 Option No. HYDROFARM HOLDINGS GROUP, INC. Stock Option Grant Notice Stock Option Grant under the Company’s 2020 Employee, Director and Consultant Equity Incentive Plan 1. Name and Address of Participant: 2. Grant Date: 3. Type of Grant: 4. Maximum Number of Shares for which this Option is exercisable: 5. Exercise (purchase) price per share: 6. Option Expiration Date: 7. Vesting Start

December 1, 2020 CORRESP

Chrysler Center

Chrysler Center 666 Third Avenue New York, NY 10017 212 935 3000 mintz.com December 1, 2020 CONFIDENTIAL ? VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Jim Allegretto Mara Ransom Nicholas Lamparksi Tony Watson Re: Hydrofarm Holdings Group, Inc. Registration Statement on Form S-1 Submitte

November 12, 2020 EX-10.30

Employment Agreement, dated April 10, 2017, by and between Hydrofarm, Holdings Group LLC and Jeffrey Peterson.*

EX-10.30 40 tm2027341d6ex10-30.htm EXHIBIT 10.30 Exhibit 10.30 HYDROFARM, INC. April 10, 2017 Jeffrey Peterson Re: Employment Terms Dear Jeff: On behalf of Hydrofarm, Inc., which shall be known as Hydrofarm, LLC at the closing of the Transaction (as defined below) (the “Company”), I am pleased to offer you employment at the Company on the terms set forth in this offer letter agreement (the “Agreem

November 12, 2020 EX-10.37

Form of Hydrofarm Holdings Group, Inc. 2019 Equity Incentive Plan Stock Option Grant Notice (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-250037), filed with the SEC on November 12, 2020).

Exhibit 10.37 Option No. HYDROFARM HOLDINGS GROUP, INC. Stock Option Grant Notice Stock Option Grant under the Company’s 2019 Employee, Director and Consultant Equity Incentive Plan 1. Name and Address of Participant: 2. Date of Option Grant: 3. Type of Grant: Non-Qualified Option 4. Maximum Number of Shares for which this Option is exercisable: 5. Exercise (purchase) price per share: 6. Option Ex

November 12, 2020 EX-10.5

Waiver And Third Amendment To Amended And Restated Loan And Security Agreement, dated August 24, 2018, by and among Hydrofarm Holdings LLC, Hydrofarm, LLC, EHH Holdings, LLC, SunBlaster LLC, Hydrofarm Canada, LLC, GS Distribution Inc., Eddi’s Wholesale Garden Supplies Ltd., SunBlaster Holdings ULC, and Bank of America, N.A. (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-250037), filed with the SEC on November 12, 2020).

Exhibit 10.5 EXECUTION VERSION WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, dated as of August 24, 2018 (this “Waiver and Third Amendment”), is made and entered into by and among HYDROFARM HOLDINGS LLC, a Delaware limited liability company (“Holdings”), HYDROFARM, LLC, a Californi

November 12, 2020 EX-4.1

Specimen Common Stock Certificate of the Hydrofarm Holdings Group, Inc. (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-250037), filed with the SEC on November 12, 2020).

Exhibit 4.1

November 12, 2020 EX-4.6

Amendment No. 1 to Investor Rights Agreement, dated November 10, 2020, by and among Hydrofarm Holdings LLC and certain of its stockholders identified on the signature pages thereto. (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-250037), filed with the SEC on November 12, 2020).

Exhibit 4.6 HYDROFARM HOLDINGS GROUP, INC. AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT This Amendment No. 1 to the Investor Rights Agreement (the “Amendment Agreement”) is entered into as of November 10, 2020 by and among Hydrofarm Holdings Group, Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereto (each, an “I

November 12, 2020 EX-16.1

Letter from MNP LLP regarding statements made in the registration statement concerning its dismissal (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-250037), filed with the SEC on November 12, 2020).

Exhibit 16.1 November 12, 2020 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Hydrofarm Holdings Group, Inc. pursuant to Item 304(a)(1) of Regulation S-K, which we understand will be filed with the Securities and Exchange Commission, as part of the Registration Statement on Form S-1 of Hydrofarm Holdings Group, Inc. dat

November 12, 2020 EX-10.36

Hydrofarm Holdings Group, Inc. 2019 Equity Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-250037), filed with the SEC on November 12, 2020).

EX-10.36 46 tm2027341d6ex10-36.htm EXHIBIT 10.36 Exhibit 10.36 HYDROFARM HOLDINGS GROUP, INC. 2019 EMPLOYEE, DIRECTOR AND CONSULTANT EQUITY INCENTIVE PLAN 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this HydroFarm Holdings Group, Inc. 2019 Employee, Director and Consultant Equity Incentive Plan, have the following meanings: A

November 12, 2020 EX-10.35

Form of Hydrofarm Holdings Group, Inc. 2018 Equity Incentive Plan Stock Option Grant Notice (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-250037), filed with the SEC on November 12, 2020).

Exhibit 10.35 FORM OF HYDROFARM HOLDINGS GROUP, INC. 2018 EQUITY INCENTIVE PLAN STOCK OPTION GRANT NOTICE Hydrofarm Holdings Group, Inc. (the "Company") hereby grants to you a stock option (the "Option") to purchase shares of the Company's Common Stock under the Company's 2018 Equity Incentive Plan (the "Plan"). The Option is subject to all the terms and conditions set forth in this Stock Option G

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