Greenlane Holdings, Inc.

Except as set forth below, there have been no material changes from the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026.

If an amendment to the Nasdaq continued listing standards approved pursuant to delegated authority takes effect following Commission review, our Class A common stock could be subject to delisting without a compliance or cure period, accompanied by an immediate suspension of trading.

On July 22, 2026, the staff of the SEC, acting pursuant to delegated authority, approved an amendment to the Nasdaq listing standards that would establish a minimum market value of listed securities requirement of $5.0 million for continued listing on the Nasdaq Capital Market. Petitions seeking review of the approval order by the Commission were subsequently filed and, on July 29, 2026, the approval order was stayed pursuant to Rule 431(e) of the SEC’s Rules of Practice pending review by the Commission. Absent the stay, our current market value of listed securities would be below the $5.0 million threshold under the amended rule, and we have not received a deficiency notice or Staff Delisting Determination as of the date of this Quarterly Report. The amended rule, as approved, does not provide a compliance or cure period. If the amended rule takes effect following Commission review and we do not then satisfy it, we could receive a Staff Delisting Determination following a period of 30 consecutive business days of noncompliance, which would be accompanied by an immediate suspension of trading in our Class A common stock, and a request for review by a Nasdaq Hearings Panel would not stay the suspension. Delisting would materially and adversely affect the liquidity and market price of our Class A common stock, our ability to issue securities, including under the ATM Offering, our ability to access the capital markets, and our visibility with investors, and could impair our ability to execute our digital asset treasury strategy.

Adverse outcomes in pending legal proceedings, including matters for which we have not recorded an accrual, could materially and adversely affect our liquidity and financial condition.

We are subject to various legal proceedings and claims arising in the ordinary course of business and otherwise, including the matters described in Note 5 to our condensed consolidated financial statements included elsewhere in this Quarterly Report. For certain of these matters, including the direct purchaser antitrust actions related to CCELL products, we have concluded that a loss is probable but are currently unable to reasonably estimate the amount or range of any such loss, and accordingly have not recorded an accrual with respect to these matters. If any of these matters is ultimately resolved against us for amounts that are material, whether through settlement, judgment, or otherwise, we may be required to make unbudgeted cash payments or incur other costs that could materially and adversely affect our liquidity, financial condition, and results of operations. Our assessment of these matters, including the probability and estimability of any loss, may change as these matters develop, and any resulting accrual or payment obligation could arise or become determinable with limited advance notice.