DG Capital Management, LLC, Dov Gertzulin, and DG Value Partners II Master Fund, LP filed a Schedule 13G with the SEC on November 3, 2026, disclosing beneficial ownership positions in Hydrofarm Holdings Group, Inc. common stock as of the triggering event date of October 27, 2026.

Key Highlights

  • Aggregate beneficial ownership: DG Capital Management, LLC and Dov Gertzulin each reported beneficial ownership of 1,337,456 shares, representing 9.9% of the class.
  • Fund-level holding: DG Value Partners II Master Fund, LP reported beneficial ownership of 1,187,663 shares, representing 8.9% of the class.
  • No sole voting or dispositive power: All three reporting persons reported 0 shares with sole voting or sole dispositive power; all reported shares are held with shared voting and shared dispositive power.
  • Ownership cap (Blocker): The filing states that warrants and prefunded warrants held by the reporting persons are subject to a blocker preventing exercise if the resulting ownership would exceed 9.99% of shares outstanding.
  • Share count basis: The percent-of-class figures are based on 13,390,298 shares outstanding as of October 27, 2026, as stated in the issuer's Form 424B5 filed October 29, 2026.
  • Triggering event date: The date of the event requiring this filing was October 27, 2026.

DG Capital Management's Position in Hydrofarm Holdings Group

According to the filing, the three reporting persons are DG Capital Management, LLC (a Delaware entity serving as investment manager), Dov Gertzulin (a United States citizen and managing member of both the investment manager and the general partner to the Fund), and DG Value Partners II Master Fund, LP (a Cayman Islands entity). The filing states that by virtue of these relationships, the reporting persons "may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the DG Entities."

The filing discloses that as of the triggering date, the investment manager and managing member beneficially owned 1,337,456 shares, as well as certain warrants and certain prefunded warrants that could be exercised into additional shares. The Fund separately held 1,187,663 shares along with its own warrants and prefunded warrants. Both sets of instruments are subject to the Blocker described in the filing, which caps conversion if doing so would cause the reporting persons and their affiliates to beneficially own more than 9.99% of outstanding shares.

The filing notes that the percent of class figures are derived from the 13,390,298 shares reported as outstanding in the issuer's Form 424B5 filed October 29, 2026. The filing further states: "This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Act, as amended, or for any other purpose," and each reporting person disclaims beneficial ownership except to the extent of their pecuniary interest. The issuer, Hydrofarm Holdings Group, Inc., is located at 1510 Main Street, Shoemakersville, Pennsylvania 19555.

What Was Disclosed

Three affiliated reporting persons filed a Schedule 13G disclosing shared beneficial ownership of Hydrofarm Holdings Group, Inc. common stock (CUSIP 44888K407), with DG Capital Management and Dov Gertzulin each at 9.9% and DG Value Partners II Master Fund at 8.9%, as of October 27, 2026.