HYDROFARM HOLDINGS GROUP, INC.: issues 300,000 non-voting convertible preferred shares

What happened

• The filing says that on Oct 5, 2026 the company entered into an agreement and mutual release providing for the full, final and complete settlement of all claims related to the parties’ engagement. In connection with the agreement, the company agreed to issue 300,000 shares of a newly designated non-voting, convertible series of preferred stock (the “Preferred Shares”), subject to certain milestones.
• The filing says the Preferred Shares will be convertible in the aggregate into 300,000 shares of common stock upon approval of issuance of the conversion shares by the company’s stockholders as required by applicable rules of The Nasdaq Stock Market LLC.
• The filing also says that on Oct 7, 2026 the company posted a presentation (the “Presentation”) to the “Investors” section of its website and attached the Presentation as Exhibit 99.1.

Key details

• Agreement date: Oct 5, 2026; issuance agreed: 300,000 Preferred Shares convertible into 300,000 common shares upon stockholder approval.
• Preferred Shares are newly designated, non-voting, and will have terms set forth in a Certificate of Designation.
• Issuance made in reliance upon Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D; recipient represented it is an accredited investor, no general solicitation was used, and the Preferred Shares are subject to transfer restrictions under federal and state securities laws.
• Presentation posted on Oct 7, 2026 to the company’s website and is incorporated as Exhibit 99.1 to the Form 8-K.

Why it may matter

• Item 3.02 was reported (unregistered sales of equity securities) and covers the agreement to issue the Preferred Shares as settlement consideration and the related registration exemption and investor representations.
• Item 7.01 was reported (Regulation FD disclosure) and covers the posting of the Presentation to the company website and its intended use in communications with investors and analysts.
• This filing does not show why the insider traded or why the company acted.