Welcome to our dedicated page for Hydrofarm Holdings Group SEC filings (Ticker: HYFM), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Hydrofarm Holdings Group, Inc. (HYFM) SEC filings page provides access to the company’s regulatory disclosures, including current reports on Form 8-K and other periodic filings. These documents offer detailed information on Hydrofarm’s financial results, governance changes, executive compensation arrangements and material corporate events related to its hydroponics equipment and controlled environment agriculture business.
Hydrofarm uses Form 8-K filings to furnish earnings press releases that report quarterly financial results, such as net sales, gross profit, gross profit margin, SG&A expense, net loss, Adjusted EBITDA and other non-GAAP metrics. These filings often include reconciliations of non-GAAP measures like Adjusted Gross Profit, Adjusted Gross Profit Margin, Adjusted SG&A and Free Cash Flow to the most comparable GAAP measures, giving readers insight into how management evaluates performance.
The company also files 8-Ks to disclose leadership and board changes, including CEO transitions, director appointments and director retirements, as well as related employment agreements and equity awards. For example, Hydrofarm has reported the resignation and appointment of chief executive officers and the appointment of new directors to its board, along with summaries of key terms of executive employment agreements and director compensation.
Filings further document capital structure and listing-related actions, such as the 1-for-10 reverse stock split of Hydrofarm’s common stock that was approved by its board of directors and implemented to help regain compliance with Nasdaq’s minimum bid price requirement. Related disclosures explain how the reverse split affects outstanding shares and equity awards.
On Stock Titan, AI-powered tools can help summarize lengthy Hydrofarm filings, highlight important sections and clarify technical language, so readers can more quickly understand the implications of each document. Real-time updates from EDGAR, combined with AI-generated overviews, make it easier to track HYFM’s financial reporting, governance developments and material events directly from its official SEC submissions.
Hydrofarm Holdings Group, Inc. is soliciting proxies for its 2026 virtual annual stockholder meeting, where investors will elect one Class III director, cast an advisory vote on executive compensation and ratify CBIZ CPAs P.C. as auditor for 2026. The proxy details board structure, committee independence, ownership levels and employment terms for senior executives, including CEO William Toler. It also discloses that 2025 net sales declined 29% versus 2024 and that the company recorded $232 million of impairment charges. A February 2026 event of default on its Term Loan "raised substantial doubt" about Hydrofarm’s ability to continue as a going concern, which frames how the board approaches pay, retention awards and risk oversight.
Hydrofarm Holdings Group, Inc. has changed its independent auditor. The Board’s Audit Committee approved the engagement of CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026 and dismissed Deloitte & Touche LLP effective April 14, 2026.
The company states this change was not due to any disagreement with Deloitte. Deloitte’s audit reports on the 2025 and 2024 financial statements contained no adverse opinions, disclaimers, or qualifications. Hydrofarm reports no disagreements or reportable events with Deloitte during those periods, and Deloitte sent a letter to the SEC agreeing with these disclosures. The company also notes it did not previously consult CBIZ CPAs on accounting or reporting issues before this appointment.
Hydrofarm Holdings Group, Inc. has entered into a Forbearance Agreement with its term loan lenders after missing an interest payment on its $125,000,000 senior secured term loan due January 31, 2026, which triggered an Event of Default under the Credit Agreement.
From April 8, 2026 until the earlier of April 30, 2026 or earlier termination, the lenders and agent agree to temporarily forbear from enforcing remedies solely for this default, subject to strict conditions. These include maintaining at least $1,000,000 of average daily cash, providing lender‑approved cash flow projections and budgets, delivering asset sale term sheets, limiting investments and restricted payments, and paying agents’ and lenders’ professional fees.
Amendment No. 2 to the Credit and Guaranty Agreement also replaces JPMorgan with FEAC as agent and adds ongoing reporting and a $1,000,000 minimum liquidity covenant, highlighting Hydrofarm’s constrained liquidity and reliance on lender cooperation.
Hydrofarm Holdings Group, Inc. received a Nasdaq notice on April 1, 2026 for failing to meet the Nasdaq Capital Market’s minimum stockholders’ equity requirement. Its Annual Report showed a stockholders’ deficit of ($63,296,000) as of December 31, 2025, below the required $2.5 million equity threshold.
The company also did not meet alternative standards tied to market value of listed securities or net income. Hydrofarm’s shares remain listed under “HYFM” while it prepares a plan by May 16, 2026 to regain compliance, with a possible extension to September 28, 2026 if Nasdaq accepts its plan.
Hydrofarm Holdings Group, Inc. filed its annual report detailing a deeply challenged 2025 marked by liquidity strain and going‑concern risk. Net sales were $134.3 million, but the company recorded $232.2 million of impairment charges and reclassified $114.4 million of Term Loan principal as current debt.
Hydrofarm deferred a $2.8 million interest payment in February 2026, is not able to meet current working‑capital needs, and warns it may need additional financing, asset sales or even Chapter 11, receivership, or liquidation. The filing highlights heavy exposure to the cannabis‑driven CEA market, regulatory and banking risks tied to U.S. federal cannabis law, and ongoing restructuring, headcount reductions and cost‑cutting to stabilize operations.
Hydrofarm Holdings Group reported a sharp downturn for Q4 and full-year 2025. Fourth-quarter net sales fell 32.7% to $25.1 million, while gross margin improved to 8.5% as the mix shifted toward proprietary brands and costs were cut. However, a non-cash impairment of $232.2 million, mainly on intangible assets, drove a Q4 net loss of $242.2 million, or $(51.89) per share.
For 2025, net sales declined to $134.3 million from $190.3 million, with a net loss of $289.8 million. Adjusted EBITDA was a loss of $14.0 million. Liquidity weakened: cash was $6.3 million and term loan principal $114.4 million at year-end, and stockholders’ equity swung to a deficit of $63.3 million. On February 4, 2026, the company deferred a roughly $2.8 million term-loan interest payment, triggering an event of default and a 2% interest-rate step-up after the grace period, and the term loan was reclassified as current debt. On February 17, 2026, Hydrofarm terminated its revolving credit facility and is exploring strategic alternatives with its board and term-loan lenders to strengthen liquidity and its capital structure.
Hydrofarm Holdings Group, Inc. has terminated its revolving credit facility and disclosed a payment default on its senior term loan as it reviews strategic options to address its balance sheet. The company entered a Termination Agreement on February 17, 2026 to end its revolving credit agreement with JPMorgan Chase Bank and related lenders, with certain provisions continuing to survive.
Separately, Hydrofarm is in ongoing discussions with lenders under its senior secured term loans issued under an October 25, 2021 Credit and Guaranty Agreement. The company elected on February 4, 2026 to defer an interest payment of approximately $2.8 million on term loans with an initial principal amount of $125 million, which led to an event of default after the grace period expired. Lenders have formally notified Hydrofarm of the default and reserved the right to exercise remedies but had not enforced them at the time of the notice, while negotiations over liquidity and capital structure continue.
Hydrofarm Holdings Group, Inc. Chief Executive Officer and Executive Chairman William Douglas Toler reported a routine tax-related transaction. On 01/06/2026, 5,189 shares of common stock were withheld at a price of $1.51 per share to satisfy tax withholding obligations tied to the vesting of 17,500 stock-settled restricted stock units, which are settled on a 1-for-1 basis in common shares.
Following this withholding transaction, Toler directly beneficially owned 221,672 shares of Hydrofarm common stock. The filing does not reflect an open-market sale, but rather shares withheld in connection with equity compensation vesting.
Hydrofarm Holdings Group, Inc. president Mark S. Parker reported a routine share withholding related to equity compensation. On January 6, 2026, 1,672 shares of common stock were withheld at $1.51 per share to satisfy tax obligations from the vesting of 3,333 stock-settled restricted stock units, which are deliverable on a one-for-one basis in common shares. After this tax withholding, Parker beneficially owned 19,328 shares of Hydrofarm common stock directly.