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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 organization)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

1510 Main Street

Shoemakersville, PA 19555

(Address of Principal Executive

Offices) (Zip Code)

Registrant’s telephone number, including area code: (707) 765-9990

Former Name or Former Address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	HYFM	Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On June 9, 2025, the board of directors (the “Board”) of Hydrofarm Holdings Group, Inc. (the “Company”) elected B. John Lindeman to serve as a member of the Board, to fill the vacancy left by Mr. Richard D. Moss following his resignation immediately prior to the 2025 annual meeting of stockholders (the “Annual Meeting”). There is no arrangement or understanding between Mr. Lindeman and any other person, other than the Company, pursuant to which he was appointed as a director. As the Chief Executive Officer of the Company, Mr. Lindeman will not receive any compensation for his service on the Board. Further, Mr. Lindeman has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 5.03 Amendments to Articles of Incorporations or Bylaws; Change in Fiscal Year.

On June 9, 2025, the Company filed Certificates of Retirement and Elimination to its Amended and Restated Certificate of Incorporation, as amended (the “Charter”), with the Secretary of State of the State of Delaware, (i) retiring 7,725,045 shares of Series A Preferred Stock of the Company (“Series A Preferred Stock”) which were converted into shares of the Company’s common stock, par value $0.0001 per share in connection with the Company’s initial public offering of its common stock; (ii) reducing the number of authorized shares of Series A Preferred Stock to 7,274,955 shares; and (iii) eliminating from the Charter all references to the Series A Preferred Stock set forth in the Company’s Certificate of Designation with respect to its Series A Preferred Stock. The Certificates of Retirement and Elimination each became effective on June 9, 2025.

The foregoing summary of the Certificates of Retirement and Elimination is qualified in its entirety by the full text of the Certificates of Retirement and Elimination, copies of which are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Stockholders.

On June 9, 2025, the Company held its Annual Meeting via live webcast on the Internet. Of the 4,649,918 shares of common stock issued and outstanding and eligible to vote as of the record date of April 10, 2025, a quorum of 2,365,585 shares, or 50.87% of the eligible shares, was present at the Annual Meeting or represented by proxy.

The following actions were taken at the Annual Meeting:

1.The following nominees were reelected to serve on the Board as Class II Directors until the 2028 annual meeting of stockholders, based on the following votes:


NAME	FOR	WITHHELD	BROKER NON-VOTES
Melisa Denis	1,820,816	45,201	499,568
Renah Persofsky	1,711,702	154,315	499,568

2.The compensation of the Company’s named executive officers was approved on an advisory basis, based on the following votes:


FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
1,801,845	53,550	10,622	499,568

3.The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified, based on the following votes:


FOR	AGAINST	ABSTAIN
2,339,945	19,688	5,952

Item 9.01 Financial Statements and Exhibits


Exhibit No.						Description

3.1						Certificate of Retirement of Series A Preferred Stock of Hydrofarm Holdings Group, Inc.
3.2						Certificate of Elimination of Series A Preferred Stock of Hydrofarm Holdings Group, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Hydrofarm Holdings Group, Inc.

Date: June 13, 2025	By:	/s/ B. John Lindeman
		Name:	B. John Lindeman
		Title:	Chief Executive Officer
			(Principal Executive Officer)

EX-3.1 2 a31hydrofarm-certificateof.htm EX-3.1 Document

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 Corporation Law of the State of Delaware (the “DGCL”), the Corporation’s Board of Directors (the “Board”) adopted the following resolutions respecting the Corporaiton’s Series A Preferred Stock (as defined below), which resolutions have not been amended or rescinded:

Retirement of Converted Series A Preferred Stock

WHEREAS, the Corporation’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), authorizes the issuance of 350,000,000 shares, 300,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and 50,000,000 shares of preferred stock, par value $0.0001 (the “Preferred Stock”), of which 15,000,000 shares of Preferred Stock are currently designated as Series A Preferred Stock (the “Series A Preferred Stock”) pursuant to a Certificate of Designation filed with the Secretary of State of the State of Delaware on December 30, 2019 (“Certificate of Designation”).

WHEREAS, 7,725,045 outstanding shares of Series A Preferred Stock have been converted into shares of Common Stock of the Corporation in connection with the Corporation’s initial public offering of its Common Stock.

WHEREAS, pursuant to Section 4.3.3 of the Certificate of Designation, shares of Series A Preferred Stock that are converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

WHEREAS, pursuant to Section 243 of the DGCL, whenever any shares of the capital stock of a corporation are retired, they shall resume the status of authorized and unissued shares of the class or series to which they belong unless the certificate of incorporation otherwise provides, and if the certificate of incorporation prohibits the reissuance of such shares, or prohibits the reissuance of such shares as a part of a specific series only, a certificate stating that reissuance of the shares (as part of the class or series) is prohibited identifying the shares and reciting their retirement shall be executed, acknowledged and filed and shall become effective in accordance with Section 103 of the DGCL.

NOW, THEREFORE, BE IT RESOLVED, pursuant to the provisions of Section 243 of the DGCL and Section 4.3.3 of the Certificate of Designation, reissuance of the 7,725,045 shares as Series A Preferred Stock is prohibited and accordingly, such shares of Series A Preferred Stock are hereby retired.

FURTHER RESOLVED, pursuant to the provisions of Section 243 of the DGCL and Section 4.3.3 of the Certificate of Designation, the total number of shares of Series A Preferred Stock that the Corporation has the authority to issue is reduced to 7,274,955 shares.

2.In accordance with Section 243 of the DGCL, the Corporation has retired 7,725,045 shares of Series A Preferred Stock and such shares are prohibited for reissuance as shares of Series A Preferred Stock.

IN WITNESS WHEREOF, Hydrofarm Holdings Group, Inc. has caused this certificate to be signed by its duly authorized officer this 9th day of June 2025.

HYDROFARM HOLDINGS GROUP, INC.

By:

/s/ B. John Lindeman

Name: Title:

B. John Lindeman

Chief Executive Officer

EX-3.2 3 a32hydrofarm-certificateof.htm EX-3.2 Document

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 General Corporation Law of the State of Delaware (the “DGCL”), the Corporation’s Board of Directors (the “Board”) adopted the following resolutions respecting the Corporaiton’s Series A Preferred Stock (as defined below), which resolutions have not been amended or rescinded:

Elimination of Series A Preferred Stock

WHEREAS, the Corporation’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), authorizes the issuance of 350,000,000 shares, 300,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), and 50,000,000 shares of preferred stock, par value $0.0001 (the “Preferred Stock”), of which 7,274,955 shares of Preferred Stock are currently designated as Series A Preferred Stock (the “Series A Preferred Stock”) pursuant to a Certificate of Designation filed with the Secretary of State of the State of Delaware on December 30, 2019 (“Certificate of Designation”).

WHEREAS, the Corporation has 7,274,955 shares of Preferred Stock designated as Series A Preferred Stock, none of which are outstanding, and intends to eliminate from the Certificate of Incorporation such shares of Series A Preferred Stock pursuant to Section 151(g) of the DGCL.

WHEREAS, pursuant to Section 151(g) of the DGCL when no shares of any previously designated series of shares are outstanding, either because none were issued or because no issued shares of any such class or series remain outstanding, a corporation may eliminate from its certificate of incorporation all matters set forth in the certificate of designations with respect to such series of stock upon filing of a certificate setting forth a resolution or resolutions adopted by the board of directors of such corporation.

NOW THEREFORE, BE IT RESOLVED, that no shares of Series A Preferred Stock are or will be outstanding and none will be issued subject to the Certificate of Designation with respect to such class or series, and the Board therefore approves the execution, acknowledgement and filing of a Certificate of Elimination for the Series A Preferred Stock in accordance with the DGCL.

FURTHER RESOLVED, that when such Certificate of Elimination is filed and becomes effective, it shall have the effect of eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Designation with respect to the Series A Preferred Stock.

FURTHER RESOLVED, that any and all actions heretofore taken by any officer or director of the Corporation in connection with the documents and transactions referred to or contemplated by the resolutions herein are hereby ratified, approved and confirmed in all respects as fully as if such actions had been presented to the Board for its approval prior to such actions being taken.