Item 1.01 Entry into a Material Definitive Agreement.

On March 31, 2023, Hydrofarm Holdings Group, Inc. (the "Company") and certain of its subsidiaries entered into an amendment (the "Fifth Amendment") to that certain Senior Secured Revolving Credit Facility (the "Revolving Credit Facility") with JPMorgan Chase Bank, N.A., as administrative agent, issuing bank and swingline lender, and the lenders from time to time party thereto. The Fifth Amendment (i) extended the maturity date to June 30, 2026, (ii) reduced the maximum commitment amount under the Revolving Credit Facility to $55 million, and (iii) revised the interest rate on borrowings to various spreads which are based on the Company's Fixed Charge Coverage Ratio, as defined within the Revolving Credit Facility, and including the interest rate options of Adjusted Term SOFR Rate, the Adjusted REVSOFR30 Rate, the CB Floating Rate, the Adjusted Daily Simple SOFR, the CBFR, the Canadian Prime Rate, or the CDOR Rate.

As of December 31, 2022, the Company's borrowing base assets supported availability of approximately $40 million under the Revolving Credit Facility. Accordingly, the Company does not expect the reduction of the maximum commitment amount to $55 million under the Fifth Amendment to have any material immediate impact on its overall liquidity position. Furthermore, as of March 31, 2023, the Company had no borrowings outstanding under the Revolving Credit Facility. The Fifth Amendment did not modify the existing financial covenant relating to the applicability of the Company's Fixed Charge Coverage Ratio.

The foregoing description of the Fifth Amendment does not purport to be complete and is qualified in its entirety by reference to the provisions of the Fifth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 31, 2023, the compensation committee of the board of directors of the Company (the "Compensation Committee") approved a retention grant of 173,411 restricted stock units ("RSUs") to William Toler, Chairman of the Board of Directors and Chief Executive Officer of the Company, under the Company's 2020 Equity Incentive Plan. The RSUs will vest 50% on October 31, 2023 and 50% on October 31, 2024, subject to his continued service on the applicable vesting date.

On March 31, 2023, the Compensation Committee also approved the payment of a $250,000 cash retention bonus to B. John Lindeman, Executive Vice President and Chief Financial Officer of the Company. The retention bonus will be paid to Mr. Lindeman, subject to his continued service, 50% in April 2023, 25% in October 2023 and 25% in October 2024.

Item 9.01 Financial Statements and Exhibits.



    Exhibit
      No.                                               Description

10.1                     Fifth Amendment to Credit Agreement, dated March 31, 2023, by and among
                       Hydrofarm Holdings Group, Inc., Hydrofarm, LLC, Field 16, LLC, Innovative
                       Growers Equipment, Inc., Manufacturing & Supply Chain Services, Inc.,
                       Hydrofarm Investment Corp., Hydrofarm Holdings LLC, EHH Holdings, LLC,
                       Sunblaster LLC, Hydrofarm Canada, LLC, Sunblaster Holdings ULC, Eddi's
                       Wholesale Garden Supplies Ltd., House & Garden Holdings, LLC, Gotham
                       Properties LLC, Aurora International, LLC, Aurora Peat Products ULC,
                       Greenstar Plant Products Inc., Innovative AG Installation, Inc., Innovative
                       Racking Systems, Inc., Innovative Shipping Solutions, Inc., Innovative
                       Growers Equipment Canada, Inc., JPMorgan Chase Bank, N.A., as lender, and
                       JPMorgan Chase Bank, N.A., as administrative agent.
104                    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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