On October 5, 2026, Hydrofarm Holdings Group, Inc. (the "Company") entered into an agreement and mutual release (the "Agreement") providing for the full, final and complete settlement of all claims by the parties related to their engagement. In connection with the Agreement, the Company agreed to, among other things and subject to certain milestones, issue 300,000 shares of a newly designated non-voting, convertible series of preferred stock of the Company (the "Preferred Shares"). The Preferred Shares will have the designations, powers, preferences, qualifications, limitations and restrictions to be set forth in a Certificate of Designation including that the Preferred Shares will be convertible in the aggregate into 300,000 shares of common stock of the Company (the "Common Stock" and such shares issuable upon conversion, the "Conversion Shares") upon approval of issuance of the Conversion Shares by the Company’s stockholders as required by applicable rules of The Nasdaq Stock Market LLC.

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