SHOEMAKERSVILLE, Pa. , Nov. 03, 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 (“CEA”), today provides additional detail on its debt elimination(i). The Recapitalization: Prior to these actions, the Company had a $109 million Term Loan, with approximately $12 million of annual debt service. In the recapitalization, the Term Loan was eliminated, and the former Term Loan Lenders received $27.5 million of a newly created class of Series 1 Non-Voting Convertible Preferred Stock, convertible to common stock at $1.00 per share, and warrants to purchase 27.5 million shares of common stock at an exercise price of $0.78 per share. In addition, Hydrofarm sold common stock and warrants to investors in a registered direct offering and concurrent private placement (the “Offering”), raising approximately $8.3 million in gross proceeds. Officers and directors of the Company participated in the Offering on the same terms as other investors. Following the Offering and conversion of the Preferred Stock, the Company will have approximately 41.8 million common shares outstanding. Hydrofarm now has no outstanding debt(i) and enhanced liquidity, providing the Company with flexibility to support strategic initiatives and capitalize on market opportunities. “This is a monumental time for Hydrofarm,” said Bill Toler , Chairman and Chief Executive Officer. “With no debt on our balance sheet, we enter our 50th year in 2027 independent and built to scale. We are also excited about the opportunity to sell our cultivation products directly to commercial cannabis growers, removing a long-standing market access barrier and creating a more robust channel for our products.” Strategic Priorities: Hydrofarm remains committed to drive high-quality revenue streams, improve profit margins and strengthen its financial position. The Company’s proprietary and partner brands span the CEA, gardening and agriculture markets. The Company has reduced costs and improved productivity within the organization. Now with the recapitalization complete, Hydrofarm is focused on sustainable growth through commercial direct offerings, organic brands, international expansion, ecommerce, and logistics services. “The recapitalization reflects the commitment of our organization, former lenders, and investors to build a stronger financial foundation to scale the Hydrofarm platform,” said Eric Ceresnie , Senior Vice President of Corporate Development and International Markets. “We are a lean and focused organization with a capital structure to support growth. We are excited about expanding the direct commercial sales channel, scaling our logistics services platform, and pursuing additional growth opportunities. I’m proud of the resilience of our organization, investors, customers, and vendor partners have shown to get us here. Now we can execute and build.” Nasdaq Listing Compliance and Other Information: As previously disclosed, the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires a minimum of $2.5 million in stockholders’ equity (the “Equity Rule”). Giving effect to the recapitalization and offering, the Company believes that the Company’s pro-forma stockholders’ equity exceeds the $2.5 million minimum, and that the Company has regained compliance with the Equity Rule. As previously disclosed, the Company was also not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1 per share (the “Bid Price Rule”). The Company remains subject to Nasdaq’s continued monitoring of its compliance with the Equity Rule and the other Nasdaq Listing Rules, including the Bid Price Rule, and there can be no assurance that Nasdaq will find that the Company has regained compliance with the Equity Rule or the Bid Price Rule, or that the Company will remain in compliance with the Nasdaq Listing Rules. Additional information regarding the recapitalization is set forth in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 27, 2026 , and in the Company’s press releases dated October 27 and October 28, 2026 . The registered direct offering was made pursuant to an effective shelf registration statement on Form S-3 previously filed with the SEC and declared effective on December 10, 2025 , the base prospectus dated December 10, 2025 thereunder and a prospectus supplement to the base prospectus filed on October 29, 2026 with the SEC . Copies of the final prospectus may be obtained from ThinkEquity , 17 State Street , 41st Floor, New York, New York 10004. The final prospectus was filed with the SEC and is available on the SEC’s website located at http://www.sec.gov . The securities sold in the concurrent private placement, and the Series 1 Non-Voting Convertible Preferred Stock and w