Hydrofarm Holdings Group Inc 2025年季度报告

(Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period endedSeptember30, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For transition period from toCommission File Number:001-39773 Hydrofarm Holdings Group, Inc. (Exact name of registrant as specified in its charter) Former Name or Former Address, if changed since last report: Not Applicable 1510 Main StreetShoemakersville,Pennsylvania19555(707)765-9990(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Trading SymbolHYFM Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of theExchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒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 revisedfinancial accounting standards provided pursuant to Section7(a)(2)(B) of the Securities Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☐No☒ EXPLANATORY NOTE REGARDING REVERSE STOCK SPLIT On February 12, 2025, Hydrofarm Holdings Group, Inc. (“Hydrofarm Holdings”) filed a Certificate of Amendment to itsAmended and Restated Certificate of Incorporation, as amended (the “Charter Amendment”), with the Secretary of State of the State ofDelaware to effect a 1-for-10 reverse stock split (the “Reverse Stock Split”) of Hydrofarm Holdings’ common stock, par value $0.0001 pershare (the “Common Stock”), effective February 12, 2025 at 5:00 p.m., Eastern Time (the “Effective Time”) and Hydrofarm Holdings’shares of Common Stock began trading on a split-adjusted basis on The Nasdaq Capital Market at the commencement of trading onFebruary 13, 2025, under Hydrofarm Holdings’ existing trading symbol “HYFM”. The new CUSIP number for the Common Stockfollowing the Reverse Stock Split is 44888K407. As previously reported, the Reverse Stock Split was approved by Hydrofarm Holdings’ stockholders at Hydrofarm Holdings’annual meeting of stockholders held on June 6, 2024, at a ratio ranging from any whole number between 1-for-1.1 and 1-for-25, asdetermined by Hydrofarm Holdings’ board of directors in its discretion. On February 6, 2025, the board of directors approved a ratio of 1-for-10 for the Reverse Stock Split. The Charter Amendment provides that at the Effective Time, every 10 shares of Hydrofarm Holdings’ issued and outstandingshares of Common Stock immediately prior to the Effective Time, were automatically converted, without any action on the part of theholder thereof, into one share of Common Stock. The number of authorized shares of Common Stock and the par value of each share ofCommon Stock remained unchanged. No fractional shares were issued as a result of the Reverse Stock Split. Stockholders who otherwisewould have been entitled to receive a fractional share in connection with the Reverse Stock Split received a cash payment in lieu thereof. Hydrofarm Holdings has adjusted the presentation of all periods covered by the condensed consolidated financial statementscontained herein to give retroactive effect to the Reverse Stock Split, including adjustments to net loss per share and other per share ofCommon Stock amounts. TABLE OF CONTENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities LitigationReform Act of 1995. All statements contained in this Quarterly Report on Form 10-Q other than statements of historical fact, includingstatements concerning our business strategy and plans, future operating results and financial position, as well as our objectives andexpectations for our future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by such te