SHOEMAKERSVILLE, Pa. , Oct. 27, 2026 (GLOBE NEWSWIRE) -- Hydrofarm Holdings Group, Inc. (“Hydrofarm” or the “Company”) (Nasdaq: HYFM), a leading independent manufacturer and distributor of branded supplies and equipment for controlled environment agriculture, today announced that it has entered into definitive agreements for the purchase of 1,599,400 shares of common stock in a registered direct offering at a purchase price of $0.905 priced at-the-market under Nasdaq rules. In a concurrent private placement, investors also agreed to purchase 7,611,575 unregistered shares of common stock (or pre-funded warrants (“Pre-funded Warrants”) in lieu thereof) and 9,210,975 common stock purchase warrants (“Common Warrants”) at a purchase price of $0.9050 . Each Common Warrant is exercisable for one share of common stock at an exercise price of $0.78 and will expire five and a half years from the issuance date. Total gross proceeds from the offering, before deducting the placement agent fee and offering expenses are expected to be approximately $8.3 million . All of the shares of common stock, Pre-funded Warrants, and Common Warrants are being sold by the Company. Bill Toler , the Company's Chairman and Chief Executive Officer, as well as additional officers and directors of the Company, or their respective affiliates, will participate in the offering on the same terms as the other investors. ThinkEquity is acting as sole placement agent and advisor to Hydrofarm in connection with the transactions. The Company intends to use the net proceeds for general corporate purposes. The closing of the offering is expected to occur on or about October 27, 2026 , subject to satisfaction of customary closing conditions. In conjunction with the closing of the offering, the Company has entered into agreements with the holders of its Senior Secured Term Loan (the “Term Loan”) and the agent thereunder to issue 27.5 million shares of Series 1 Non-Voting Convertible Preferred Stock and common stock purchase warrants to purchase 27.5 million shares of common stock (“Lender Warrants”) to satisfy the Company’s Term Loan in full. Each share of Series 1 Non-Voting Convertible Preferred Stock converts into one share of common stock. Each Lender Warrant is exercisable for one share of common stock at an exercise price of $0.78 . The conversion of the shares of Series 1 Non-Voting Convertible Preferred Stock and exercise of the Lender Warrants are subject to shareholder approval. The registered direct offering is being made pursuant to a registration statement on Form S-3 (File No. 333-291444) relating to the shares was filed with the Securities and Exchange Commission (“SEC”) on November 12, 2025 under the Securities Act of 1933, as amended (the “Securities Act”) and declared effective on December 10, 2025 , the base prospectus dated December 10, 2025 thereunder and a prospectus supplement to the base prospectus to be filed with the SEC . Copies of the final prospectus, when available, may be obtained from ThinkEquity , 17 State Street , 41st Floor, New York, New York 10004. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov . The concurrent private placement of the common shares, Common Warrants, and Pre-funded Warrants, will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act, or Rule 506 of Regulation D promulgated thereunder. The securities offered and sold by the Company in the private placement have not been registered under the Securities Act, or state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock, Common Warrants, Pre-funded Warrants, and common stock underlying the Pre-funded Warrants and Common Warrants to be issued in the private placement. Any resale of the Company’s shares under such resale registration statement will be made only by means of a prospectus. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About Hydrofarm Holdings Group, Inc. Hydrofarm is a leading independent manufacturer and distributor of supplies and equipment for controlled environment agriculture, including plant nutrition, growing media, horticultural lighting, and climate control solutions, as well as a broad portfolio of innovative proprietary branded products. The Company manufactures its proprietary plant nutrition and growing media brands at its manufacturing center of excellence in Eugene, Oregon. For nearly 50 years, Hydrofa