Hydrofarm Holdings Group Inc 2025年度报告

For the fiscal year ended December31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For transition period fromtoCommission File Number: 001-39773 1510 Main StreetShoemakersville, Pennsylvania 19555(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(g) of the Exchange Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. 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 (§232.405of 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 emerging growth company.See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule12b-2 of the Exchange Act. 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filling reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theRegistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the common stock held by non-affiliates of the Registrant, based on the closing price of a share of common stock on June 30, 2025, as reported byThe Nasdaq Capital Market on such date was $16million. As of March20, 2026, the Registrant had 4,764,612 shares of common stock, $0.0001 par value per share, outstanding. TABLE OF CONTENTS Item 1.BUSINESS3Item 1A.RISK FACTORS14Item 1B.UNRESOLVED STAFF COMMENTS43Item 1C.CYBERSECURITY43Item 2.PROPERTIES45Item 3.LEGAL PROCEEDINGS45Item 4.MINE SAFETY DISCLOSURES45 Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES46Item 6.RESERVED46Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS47Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK57Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA58Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE92Item 9A.CONTROLS AND PROCEDURES92Item 9B.OTHER INFORMATION92Item 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS92 Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE93Item 11.EXECUTIVE COMPENSATION95Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS95Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE95Item 14.PRINCIPAL ACCOUNTING FEES AND SERVICES95 Item 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES96Item 16.FORM 10-K SUMMARY99 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation ReformAct of 1995. All statements contained in this Annual Report on Form 10-K other than statements of historical fact, including statementsconcerning our business strategy and plans, future operating results and financial position, as well as our objectives and expectations for ourfuture operations, are forward-looking statements. In some cases, you can identify forward-looking statements by such terminology as “believe,” “may,” “will,” “potentially,” “estimate,”“continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” and similar expressions that convey uncertainty of futureevents or outcomes, although not all forward-looking statements contain these words. Forward-looking statements include, but are not limitedto, statements about: •our ability to continue as a going conce