What changed in this filing

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Item 9A. Controls and Procedures

2026-03-27 compared with 2025-03-05 · 82 added, 133 removed, 210 unchanged (51% of the section changed)

10 unchanged sentences

As a result of this assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

This annual report does not include an attestation report of our independent registered public accounting firm as it is not required.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm as it is not required.

Changes in Internal Controls over Financial Reporting

1 unchanged sentence

OTHER INFORMATION

(a) On February 28, 2025, Richard D.

Moss, a non-employee director of the Company, tendered his resignation from the Company’s board of directors to be effective as of immediately prior to the Company’s 2025 Annual Meeting of Stockholders, which has been accepted by the board of directors.

Moss did not resign as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

(a) Not applicable.

(b) During the year ended December 31, 2025, no director or officer of the Company adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

5 unchanged sentences

Name Age Position

John Lindeman 55 Chief Executive Officer and Principal Executive Officer

William Toler 66 Chief Executive Officer, Principal Executive Officer, and Executive Chairman of the Board of Directors

Mark Parker 66 President

Kevin O'Brien 46 Chief Financial Officer

Erica Ackerman 49 Chief Accounting Officer

William Toler 65 Executive Chairman of the Board of Directors

Patrick Chung 35 Director

Peters 71 Director, Chairperson of Compensation Committee

Erica Ackerman 51 Chief Accounting Officer and Corporate Controller

Patrick Chung 36 Director, Chairperson of Compensation Committee

Renah Persofsky 67 Director, Chairperson of Nominating and Corporate Governance Committee

Moss 67 Director, Chairperson of Audit Committee and Mergers and Acquisitions Committee

Melisa Denis 61 Director

John Lindeman, Chief Executive Officer and Principal Executive Officer

Lindeman has served as our Chief Executive Officer and Principal Executive Officer since January 2025.

Lindeman had served as the Company’s Executive Vice President since August 2022 and Chief Financial Officer since March 2020.

From August 2015 until assuming his role at Hydrofarm in March 2020, Mr.

Lindeman served as Chief Financial Officer and Corporate Secretary at Calavo Growers, Inc.

CVGW) (“Calavo”), a global avocado-industry leader and expanding provider of valued-added fresh food, where he was responsible for the finance, accounting, IT and human resource functions.

Prior to joining Calavo, Mr.

Lindeman held various leadership positions within the finance and investment banking industries, including serving as managing director at Sageworth Trust Company, a family office and private trust company, from March 2015 to July 2015, managing director and co-head of the consumer and retail group at Janney Montgomery Scott from August 2009 to March 2015, managing director at Stifel, Nicolaus & Co., Inc.

from December 2005 to August 2009 and principal at Legg Mason from October 1999 to December 2005.

Prior to joining Legg Mason, he was a Manager at PricewaterhouseCoopers LLP from August 1996 to October 1999.

Lindeman currently serves as a director of both Utz Brands, Inc.

UTZ), a position he has held since September 2020, and Calavo where he has served since June 2024.

Lindeman is a Chartered Financial Analyst and holds a Bachelor of Science in Business Administration from the University of Mary Washington.

Melisa Denis 62 Director, Chairperson of Audit Committee

Chris Yetter 41 Director

William Toler, Chief Executive Officer and Executive Chairman of the Board of Directors

Toler assumed the role of Chief Executive Officer in December 2025, after previously serving in the role from January 2019 until his appointment to the office of Executive Chairman of the Board in January 2025.

Prior to joining Hydrofarm in 2019, Mr.

Toler was the Chief Executive Officer of Hostess Brands, Inc.

TWNK) ("Hostess"), a food and beverage company, from April 2014 to March 2018.

Under his leadership, Hostess successfully re-established the iconic Hostess brand as a leader within the sweet baked goods category, returned the company to profitability and transitioned Hostess from a private to public company.

Toler has over 35 years of executive leadership experience in supply chain management and consumer packaged goods, including previously having served as Chief Executive Officer of AdvancePierre Foods, from September 2008 to August 2013, and President of Pinnacle Foods.

He has also held executive roles at Campbell Soup Company (NYSE:

CPB), Nabisco, and Procter & Gamble (NYSE:

Toler served on the board of directors of Collier Creek Holdings from September 2018 to September 2020, Hostess Brands from May 2014 to March 2018, AdvancePierre Foods from 2008 to 2013 and Pinnacle Foods from 2007 to 2008.

In addition, Mr.

Toler has also served as a senior advisor at Oaktree Capital Management, an investment management firm, from September 2013 to April 2014.

Toler holds a B.A.

in Business Management and Economics from North Carolina State University.

Mark Parker, President

Mark Parker has served as our President since January 2025.

Parker had served as the Company’s Executive Vice President of Sales and Business Development since February 2022.

Parker has served as our President since January 2025.

Parker served as the Company’s Executive Vice President of Sales and Business Development from February 2022 to January 2025.

Parker has over 30 years of experience in sales and marketing, and leading complex integration projects in multiple industries, in particular with consumer packaging goods.

9 unchanged sentences

O’Brien has served as our Chief Financial Officer since January 2025.

O’Brien had served as the Company’s Chief Accounting Officer since March 2022.

O’Brien had served as the Company’s Chief Accounting Officer from March 2022 to January 2025.

Prior to joining Hydrofarm, Mr.

O’Brien served as the Chief Accounting Officer of CPI Card Group Inc.

PMTS) since April 2018.

PMTS) from April 2018 to March 2022.

O’Brien previously served as the Director of Corporate Accounting and SEC Reporting at the same company from March 2016 until April 2018.

1 unchanged sentence

O’Brien is a Colorado Certified Public Accountant and received a Bachelor of Science in Business with an emphasis in Accounting from University of Colorado and a Master of Science with an emphasis in Accounting from the same institution.

Erica Ackerman, Chief Accounting Officer

Erica Ackerman, Chief Accounting Officer and Corporate Controller

Ackerman has served as our Chief Accounting Officer since January 2025 and Corporate Controller since March 2023.

Ackerman had served as Assistant Controller from March 2021 to March 2023.

Ackerman served as the Company's Assistant Controller from March 2021 to March 2023.

Prior to joining Hydrofarm, Ms.

1 unchanged sentence

Ackerman is a California Certified Public Accountant and earned her Bachelor of Business Administration from the University of Washington Foster School of Business.

William Toler, Executive Chairman of the Board of Directors

Toler has served as our Executive Chairman of our board of directors since January 2025.

Toler had served as our Chief Executive Officer since January 1, 2019, until his appointment to office of Executive Chairman.

Prior to joining Hydrofarm in 2019, Mr.

Toler was the Chief Executive Officer of Hostess Brands, Inc.

TWNK) ("Hostess"), a food and beverage company, from April 2014 to March 2018.

He has also held executive roles at Campbell Soup Company (NYSE:

CPB), Nabisco, and Procter & Gamble (NYSE:

In addition, Mr.

Toler has also served as a senior advisor at Oaktree Capital Management, an investment management firm, from September 2013 to April 2014.

Toler holds a B.A.

in Business Management and Economics from North Carolina State University.

Patrick Chung, Director

Chung has served as our director since November 10, 2020.

Chung has served as Vice President of Investments at CentreCourt since October 2022.

Chung has served as Vice President of Finance at Tricap Properties since October 2024.

Previously, Mr.

Chung served as the Vice President of Finance at Serruya Private Equity Inc.

Chung served as the as Vice President of Investments at CentreCourt from October 2022 to October 2024.

Previously, Mr.

Chung served as Vice President of Finance at Serruya Private Equity Inc.

from March 2018 to October 2022.

12 unchanged sentences

Chung was selected to serve on our board of directors because of his expertise in financial accounting and investment management.

Peters, Director

Peters has served as our director since November 10, 2020.

Previously, she was the Senior Vice President of Human Resources for General Electric Company (“GE”) (NYSE:

GE) from July 2013 until December 2017 after which she retired following 38 years of service.

In her role as Chief Human Resource Officer (“CHRO”), Ms.

Peters was a member of GE’s senior leadership team.

From 2001 to 2007 Ms.

Peters served as GE’s Vice President of Executive Development and served as Chief Learning Officer since 2007.

In her role as the CHRO, Ms.

Peters oversaw all aspects of the Human Resource function for GE’s workforce of approximately 325,000 employees in 175 countries.

She was responsible for all of GE’s talent acquisition, talent development, learning, compensation and benefits, payroll, union relations, and security.

Approximately 5,000 human resource employees worked under her leadership.

Peters was first appointed as an officer at GE in 1997.

Peters was a founding member of the GE Women’s Network and was also a member of the GE Foundation Board and the GE

Pension Board.

Peters also served on the National Board of Directors of Girl Scouts of the USA from 2008 until 2017.

She is currently a member of the Loews Corporation (NYSE:

L) board of directors.

Peters received her B.A.

Mary’s College, Notre Dame and her Masters in Education from the University of Virginia.

Peters was selected to serve on our board of directors because of her expertise in leadership and development and her experience serving as an officer of a global industrial company.

Renah Persofsky, Director

1 unchanged sentence

Persofsky has over 40 years of business experience.

Persofsky has served as the Chief Executive Officer of Strajectory Corp.

since 2010 and served as an executive consultant of Canadian Imperial Bank of Commerce (NYSE:

Persofsky served as the Chief Executive Officer of Strajectory Corp.

from 2010 to October 2024 and served as an executive consultant of Canadian Imperial Bank of Commerce (NYSE:

CM) from 2011 to 2021.

Persofsky served as the Chairwoman of BookJane Inc.

Persofsky has served as the Chairwoman of Hub Cyber Security (Nasdaq:

HUBC) since March 2025;

as the Chairwoman of BookJane Inc.

from October 2016 to December 2021;

4 unchanged sentences

a director of Greenlane Holdings (Nasdaq:

GNLN) since April 2022;

GNLN) from April 2022 to October 2025;

and a director at Oceansix Future Paths Ltd.

6 unchanged sentences

Persofsky was selected to serve on our board of directors because of her global business and e-commerce expertise, and her experience with the cannabis industry.

Moss, Director

Moss has served as our director since November 10, 2020.

Moss served as Chief Financial Officer of Hanesbrands Inc.

HBI), a leading Fortune 500 apparel company, from October 2011 until October 2017, after which he served in an advisory role at Hanesbrands until his retirement on December 31, 2017.

Prior to his appointment as Chief Financial Officer, Mr.

Moss led several key financial functions, including treasury and tax, at Hanesbrands from 2006 to 2011.

From 2002 to 2005, Mr.

Moss served as Vice President and Chief Financial Officer of Chattem Inc.

CHTT), a leading marketer and manufacturer of branded over-the-counter health-care products, toiletries and dietary supplements.

Moss also previously served as a senior advisor to Nexo Capital Partners from January 2018 until December 2020.

Moss served as a director of Winnebago Industries, Inc.

WGO), a leading U.S.

recreational vehicle manufacturer from February 2017 through December 2024, and has served as a director of Nature’s Sunshine Products, Inc.

NATR) since May 2018.

Moss received a B.A.

and an M.B.A.

from Brigham Young University.

Moss was selected to serve on our board of directors because of his significant financial and corporate governance experience, including experience with public, consumer-oriented companies.

Melisa Denis, Director

1 unchanged sentence

Denis is currently President of Miracle Pointe Development, a real estate development company.

Denis has served as a director of Smartkem, Inc.

Denis has served as a director and Chair of the Audit Committee of Smartkem, Inc.

SMTK), an electronics and display technology organization, since November 2023.

Denis previously served as a partner at KPMG from 1998 to October 2020, including as National Tax Leader for Consumer Goods and as the leader of the Consumer and Industrial Market for Dallas.

Denis has served as a member of the Board of Regents for the University of North Texas System since January 2020, an advisory board member of Women Corporate Directors since 2011, and a board member of Enactus, a global non-profit, since 2019.

Denis previously served as a partner at KPMG from 1998 to October 2020, including as National Tax Leader for Consumer Goods and as the leader of the Consumer and Industrial Market for the Southwest.

Denis has served as a member of the Board of Regents for the University of North Texas System since January 2020, where she was recently elected as the Vice Chair of the Board of Regents.

Denis serves as Co-Chair for Women Corporate Directors in Dallas/Fort Worth.

Denis is a Certified Public Accountant and received her degree in accounting and her Masters of accounting and tax from the University of North Texas.

Denis was selected to serve on our board of directors because of her significant financial and tax experience, including experience with companies in the consumer goods industry.

Chris Yetter, Director

Yetter has served as our director since October 1, 2025.

Yetter has served since 2018 as the Founder and Chief Investment Officer of Dumont Global, a private investment partnership and affiliate of Dumont Master Fund LP, a long standing stockholder of the Company.

Yetter also serves as a director for Minneapolis Cider Co.

Trail Magic), a producer of cider and hemp-derived beverages, a position he has held since 2024.

Yetter has extensive experience as a professional investor in public companies focused on health and wellness, including a large portfolio in the U.S.

regulated cannabis industry.

Yetter was selected to serve on our board of directors because of his expertise in investment management and industry experience.

EXECUTIVE COMPENSATION

29 unchanged sentences

001-39773) filed with the SEC on November 3, 2021).

3.1 Amended and Restated Certificate of Incorporation of 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).

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).

3.3 Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock of Hydrofarm Holdings Group, Inc.

(incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.

3.1 Restated Certificate of Incorporation of Hydrofarm Holdings Group, Inc.

(incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report o n Form 10-Q (File No.

001-397 7 3 ), filed with the SEC on November 12, 202 5 ).

3.4 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Hydrofarm Holdings Group, Inc.

(incorporated by reference to the Company’ Current Report on Form 8-K (File No.

001-39773) filed with the SEC on February 18 , 2025.

3.2 Amended and Restated Bylaws (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No.

4 unchanged sentences

4.2* Description of Capital Stock.

Exhibit Description

10.1 Credit Agreement, dated March 29, 2021, by and among Hydrofarm Holdings Group, Inc., Hydrofarm, LLC, and JPMorgan Chase Bank, N.A.

3 unchanged sentences

001-39773) filed with the SEC on September 7, 2021).

Exhibit Description

10.3+ 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.

9 unchanged sentences

10.7 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 (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024).

10.8 Seventh Amendment to 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 (incorporated by reference to Exhibit 10.3 of the Company's Form 10-Q filed with the SEC on May 13, 2025).

10.9+ 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.

7 unchanged sentences

333-255510) filed with the SEC on April 26, 2021).

10.11** Employment Agreement, dated January 1, 2019, by and between Hydrofarm Holdings Group, Inc.

and William Toler (incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.

10.12** Employment Agreement, dated November 12, 2025 , by and between Hydrofarm Holdings Group, Inc.

and William Toler (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8- K (File No.

001 - 397 7 3 ), filed with the SEC on November 12, 202 5 ).

10.13** Offer Letter, dated February 26, 2020, by and between Hydrofarm Holdings Group, Inc.

John Lindeman (incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.

John Lindeman (incorporated by reference to Exhibit 10.33 to the Company’s Registration Statement on Form S-1 (File No.

333-250037), filed with the SEC on November 12, 2020).

10.14** Amendment to Offer Letter dated April 14, 2025 by and between Hydrofarm Holdings Group, Inc.

John Lindeman (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No 001-397 7 3), filed with the SEC on April 17, 2025).

10.15** Offer Letter dated March 1, 2022 by and between Hydrofarm Holdings Group Inc.

and Mark Parker (incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q filed with the SEC on May 13, 2025).

10.16** Hydrofarm Holdings Group, Inc.

2018 Equity Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.

2018 Equity Incentive Plan (incorporated by reference t o Exhibit 10.34 to the Company’s Registration Statement on Form S-1 (File No.

333-250037), filed with the SEC on November 12, 2020).

10.17** 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.

2018 Equity Incentive Plan Stock Option Grant Notice (incorporated by reference to Exhibit 10.35 to the Company’s Registration Statement on Form S-1 (File No.

333-250037), filed with the SEC on November 12, 2020).

10.18** Hydrofarm Holdings Group, Inc.

2019 Equity Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.

2019 Equity Incentive Plan (incorporated by reference to Exhi bit 10.36 to the Company’s Registration Statement on Form S-1 (File No.

333-250037), filed with the SEC on November 12, 2020).

10.19** 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.

2019 Equity Incentive Plan Stock Option Grant Notice (incorporated by reference to Exhibit 10.37 to the Company’s Registration Statement on Form S-1 (File No.

333-250037), filed with the SEC on November 12, 2020).

10.20** Hydrofarm Holdings Group, Inc.

2020 Equity Incentive Plan (incorporated by reference to the Company’s Registration Statement on Form S-1/A (File No.

2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.38 to the Company’s Registration Statement on Form S-1/A (File No.

333-250037), filed with the SEC on December 1, 2020).

7 unchanged sentences

333-250037), filed with the SEC on November 12, 2020).

10.22** 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)

10.25** Hydrofarm Holdings Group - Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.4 of the Company's Form 10-Q filed with the SEC on August 12, 2025) .

10.26+ Purchase Agreement, dated May 10, 2024, by and between Hydrofarm Holdings Group, Inc.

5 unchanged sentences

31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit Description

32.1*# Certification of Chief Executive Officer pursuant to 18 U.S.C.

5 unchanged sentences

INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Exhibit Description

101.SCH Inline XBRL Taxonomy Schema Linkbase Document.

17 unchanged sentences

March 27, 2026

John Lindeman

Chief Executive Officer

/s/ William Toler

William Toler

Chief Executive Officer & Executive Chairman of the Board of Directors

(Principal Executive Officer)

1 unchanged sentence

Signatures Title Date

John Lindeman Chief Executive Officer March 5, 2025

John Lindeman ( Principal Executive Officer )

/s/ William Toler Chief Executive Officer & Executive Chairman of the Board of Directors

( Principal Executive Officer )

March 27, 2026

William Toler

/s/ Kevin O'Brien Chief Financial Officer March 27, 2026

2 unchanged sentences

Erica Ackerman ( Principal Accounting Officer )

/s/ William Toler Executive Chairman of the Board of Directors March 5, 2025

William Toler

/s/ Susan Peters March 5, 2025

Susan Peters Director

/s/ Patrick Chung March 5, 2025

Patrick Chung Director

/s/ Renah Persofsky March 5, 2025

Renah Persofsky Director

/s/ Richard D.

Moss March 5, 2025

Moss Director

/s/ Melisa Denis March 5, 2025

Melisa Denis Director

/s/ Patrick Chung Director March 27, 2026

Patrick Chung

/s/ Renah Persofsky Director March 27, 2026

Renah Persofsky

/s/ Richard Christopher Yetter Director March 27, 2026

Richard Christopher Yetter

/s/ Melisa Denis Director March 27, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures