Entry into a Material Definitive Agreement. Securities Purchase Agreement On October 27, 2026, Hydrofarm Holdings Group, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to sell to such investors in a registered direct offering (the “Registered Direct Offering”) 1,599,400 shares (the “Registered Shares”) of common stock, par value $0.0001, of the Company (the “Common Stock”)…

Material Modification to Rights of Security Holders. The information set forth in Items 1.02 and 5.03 of this Current Report on Form 8-K is incorporated into this

of this Current Report on Form 8-K. The Company intends to provide the pro forma condensed balance sheet to Nasdaq in support of its compliance with the Equity Rule. The pro forma balance sheet shows pro forma stockholders' equity that exceeds the $2.5 million minimum required by the Equity Rule. As a result, the Company believes that, as of the date of this Current Report on Form 8-K, it has regained compliance with the Equity Rule. The pro forma balance sheet is not included in, and is not…

by reference. In connection with the Offering, on October 27, 2026, the Company entered into a payoff letter (the “Payoff Letter” and such transactions contemplated by the Payoff Letter, the “Restructuring Transactions” and together with the Offering the “Transactions”) with the Lenders (as defined below) and Agent (as defined below), pursuant to which the Agent and the Lenders agreed to discharge and release the Company and other Credit Parties’ Obligations (as defined in the Credit Agreemen…

by reference. The Private Placement Securities, Placement Agent Warrants, Lender Securities, Lender Warrant Shares, and the shares of Common Stock issuable upon their conversion of the Lender Preferred Shares (the “Lender Conversion Shares”) have not been registered under the Securities Act, or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereun…

Other Events On October 27, 2026, Hydrofarm Holdings Group, Inc. (the “Company”) issued a press release announcing the pricing of a registered direct offering of shares of common stock (the “Registered Direct Offering”) and concurrent private placement (the “Private Placement” together with the Registered Direct Offering, the “Offering”) of shares of common stock, pre-funded warrants (“Pre-Funded Warrants”), and common stock purchase warrants (“Common Warrants”) and in connection with the Off…

Unregistered Sales of Equity Securities. On October 5, 2026, Hydrofarm Holdings Group, Inc. (the "Company") entered into an agreement and mutual release (the “Agreement”) providing for the full, final and complete settlement of all claims by the parties related to their engagement. In connection with the Agreement, the Company agreed to, among other things and subject to certain milestones, issue 300,000 shares of a newly designated non-voting, convertible series of preferred stock of the Com…

Results of Operations and Financial Condition. On August 14, 2026, Hydrofarm Holdings Group, Inc. (the "Company") issued a press release announcing its financial results for the second quarter ended June 30, 2026. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Excha…

Entry into Material Definitive Agreement. On July 31, 2026 (the “Closing Date”), Hydrofarm Holdings Group, Inc., a Delaware corporation (the “Company”), through its wholly owned subsidiaries Aurora International, LLC, a Delaware limited liability company (the “Seller”) and Aurora Peat Products ULC, an Alberta unlimited liability corporation (“APP”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with 2817049 Alberta Ltd., an Alberta corporation (the “Buyer”). Pursuan…

Completion of Acquisition or Disposition of Assets. The information set forth under

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on April 1, 2026, Hydrofarm Holdings Group, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the $2.5 million minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Listing Rule 5550(b)(1) (the “Equ…

Other Events. On June 16, 2026, Hydrofarm Holdings Group, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based on Nasdaq’s review of the Company’s plan submitted on May 18, 2026 and related materials submitted on June 8, 2026, Nasdaq has granted the Company an extension to regain compliance with Nasdaq Listing Rule 5550(b) (the “Rule”). The Rule requires a company to maintain a minimum of $2,500,000 in stockholders’ equity, a market value o…

Results of Operations and Financial Condition. On May 15, 2026, Hydrofarm Holdings Group, Inc. (the "Company") issued a press release announcing its financial results for the first quarter ended March 31, 2026. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange…

Changes in Registrant ’ s Certifying Accountant. The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Hydrofarm Holdings Group, Inc (the “Company”) undertook a selection process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. On April 14, 2026, the Committee approved the engagement of CBIZ CPAs P.C. (“CBIZ CPAs”) as its independent registered public accounting firm for the fiscal year ending Dec…

Entry Into a Material Definitive Agreement. On April 8, 2026, Hydrofarm Holdings Group, Inc., a Delaware corporation (the “Company”), entered into that certain Forbearance Agreement (the “Forbearance Agreement”) with the other credit parties from time to time party thereto (the “Credit Parties”), the lenders from time to time party thereto (the “Lenders”), and FEAC Agent, LLC, a Delaware limited liability company (“FEAC”, as successor in interest to JPMorgan Chase Bank, N.A. (“JPMorgan”)) as…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 1, 2026, Hydrofarm Holdings Group, Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1), because the Company’s stockhol…

Results of Operations and Financial Condition. On March 27, 2026, Hydrofarm Holdings Group, Inc. (the "Company") issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2025. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Secu…

Termination of a Material Definitive Agreement On February 17, 2026, Hydrofarm Holdings Group, Inc.(the “Company”) entered into an agreement to terminate (the “Termination Agreement”) that certain Credit Agreement, dated as of March 29, 2021, as amended, by among JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, issuing bank and swingline lender, the other loan parties from time to time party thereto and the lenders from time to time party thereto (the “Revolving Credit Agreeme…

Other Events As part of an ongoing review, the Company and its Board of Directors is exploring strategic alternatives to strengthen the Company’s liquidity and capital structure. In connection with such process, the Company and its financial advisors have engaged in ongoing discussions with the lenders (the “Lenders”) under the senior secured term loan in the initial principal amount of $125 million (the “Term Loans”) that were issued pursuant to that certain Credit and Guaranty Agreement, da…

Results of Operations and Financial Condition. On November 12, 2025, Hydrofarm Holdings Group, Inc. (the "Company") issued a press release announcing its financial results for the third quarter ended September 30, 2025. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities…

Chief Executive Officer — B. John Lindeman: Mr. Lindeman resigned as CEO and director, succeeded by William Toler.

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. These statements include statements made about the Company’s estimated cash compensation savings and the transition of the Chief Executive Officer role, each as described above. Such statements are based on current assumptions that involve risks and uncertainties that could cause…

Director — Susan P. Peters: Ms. Peters retired and was succeeded by Chris Yetter.

Results of Operations and Financial Condition. On August 12, 2025, Hydrofarm Holdings Group, Inc. (the "Company") issued a press release announcing its financial results for the second quarter ended June 30, 2025. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Excha…

Material Modification to Rights of Security Holders. The information set forth under