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Grown Rogue International Inc.

For the period ended Jun 30, 2026. Filed Aug 5, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 5, 2026

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What changed in Management’s Discussion and Analysis?

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Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-12.

0001829126-26-005016

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001829126-26-008344

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 77 previous paragraphs and 83 current paragraphs.

49 unchanged; 22 reworded; 11 added; 6 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (11)

Current report

Equity Incentive Awards. On July 21, 2026, the Company’s board of directors approved the grant of 400,000 stock options and 2,490,000 restricted share units (“RSU’s”) to directors, officers and employees, and reserved 2,890,000 SV Shares for issuance in respect of these awards. The stock options have an exercise price of $0.42 (CAD$0.60) and expire on July 21, 2030. The options vest as to 50% on June 30, 2027 and 50% on June 30, 2028. The RSUs vest as follows: 100,000 on January 1, 2027; 150,000 on June 30, 2028; 1,240,000 on January 1, 2029; and 1,000,000 in three equal annual tranches on January 1 of 2027, 2028 and 2029. Certain of the awards provide for immediate vesting upon termination of the holder’s engagement with the Company.

Current report

Cost of finished cannabis inventory sold for the three months ended June 30, 2026 was $5,903,860, an increase of $1,448,358 or approximately 33% as compared to $4,455,502 for the three months ended June 30, 2025. For the six months ended June 30, 2026, cost of finished cannabis inventory sold was $11,101,884, an increase of $2,859,946 or approximately 35% as compared to $8,241,938 for the six months ended June 30, 2025. Cost of revenues grew broadly in line with revenue, reflecting product and market mix.

Current report

Gross profit for the three months ended June 30, 2026 was $5,369,977 (a gross margin of approximately 48%), an increase of $1,815,492 or approximately 51% as compared to $3,554,485 for the three months ended June 30, 2025 (a gross margin of approximately 44%). For the six months ended June 30, 2026, gross profit was $9,327,611 (a gross margin of approximately 46%), an increase of $2,409,379 or approximately 35% as compared to $6,918,232 for the six months ended June 30, 2025 (a gross margin of approximately 46%).

Current report

Total operating expenses for the three months ended June 30, 2026 were $4,533,321, an increase of $1,410,197 or approximately 45% as compared to $3,123,124 for the three months ended June 30, 2025. For the six months ended June 30, 2026, total operating expenses were $8,391,300, an increase of $1,195,028 or approximately 17% as compared to $7,196,272 for the six months ended June 30, 2025.

Current report

The year-to-date increase was driven principally by higher general and administrative expenses ($7,930,407 for the six months ended June 30, 2026 as compared to $5,210,626 for the prior-year period), reflecting headcount and infrastructure additions in support of growth and expansion activities, together with certain Golden Harvests-related taxes, partially offset by lower share-based compensation expense ($304,081 for the six months ended June 30, 2026 as compared to $1,772,735 for the prior-year period), reflecting the timing of restricted share unit and stock option vesting and lower depreciation expense ($156,812 for the six months ended June 30, 2026 as compared to $212,911 for the prior-year period).

Current report

Total other income (expense) was and expense of $1,446,349 for the three months ended June 30, 2026 as compared to income of $2,144,054 for the three months ended June 30, 2025, and was an expense of $3,242,524 for the six months ended June 30, 2026 as compared to income of $4,227,634 for the six months ended June 30, 2025.

Current report

The year-over-year changes were driven principally by unrealized losses on the Vireo Growth warrant asset of $556,583 in the current quarter and $2,747,667 year-to-date (as compared to unrealized losses of $168,162 and $1,340,654, respectively, in the prior-year periods), reflecting the decline in Vireo Growth’s share price, and by the absence in 2026 of the large realized and unrealized loss on the convertible-debenture derivative liability recognized in 2025 upon the extinguishment of the convertible debentures. These were partially offset by an unrealized gain on the reclassified warrant liability of $433,547 year-to-date and by higher interest income of $104,356 in the current quarter and $146,543 year-to-date (as compared to $36,337 and $72,274, respectively). Interest and accretion expense was $429,240 in the current quarter and $979,220 year-to-date (as compared to $432,553 and $690,724, respectively), with the year-to-date increase reflecting the larger average outstanding balance under the Western Alliance Bank credit facility.

Current report

For the three months ended June 30, 2026: net revenue of $3,511,544 (Oregon), $3,392,595 (Michigan), and $4,369,698 (New Jersey); gross profit of $1,209,207 (Oregon), $1,586,755 (Michigan), and $2,574,015 (New Jersey); and net income (loss) of $459,258 (Oregon), $439,146 (Michigan), $1,559,291 (New Jersey), and $(3,938,719) (Corporate).

Current report

For the three months ended June 30, 2025: net revenue of $3,075,599 (Oregon), $2,278,434 (Michigan), and $2,655,954 (New Jersey); gross profit of $1,069,878 (Oregon), $1,020,427 (Michigan), and $1,464,180 (New Jersey); and net income (loss) of $453,385 (Oregon), $467,694 (Michigan), $851,533 (New Jersey), and $(117,234) (Corporate). Michigan segment revenue includes approximately $402,309 of excise taxes collected following the implementation of Michigan’s cannabis excise tax effective January 1, 2026.

Current report

For the six months ended June 30, 2026: net revenue of $6,508,307 (Oregon), $6,136,122 (Michigan), and $7,785,066 (New Jersey); gross profit of $1,760,370 (Oregon), $2,912,018 (Michigan), and $4,655,223 (New Jersey); and net income (loss) of $538,327 (Oregon), $788,724 (Michigan), $2,604,114 (New Jersey), and $(7,625,580) (Corporate).

Current report

For the six months ended June 30, 2025: net revenue of $5,948,946 (Oregon), $4,783,550 (Michigan), and $4,427,674 (New Jersey); gross profit of $2,373,710 (Oregon), $2,149,513 (Michigan), and $2,395,009 (New Jersey); and net income (loss) of $1,135,409 (Oregon), $976,350 (Michigan), $1,560,796 (New Jersey), and $(1,274,307) (Corporate). Michigan segment revenue for the six-month period includes approximately $748,242 of Michigan cannabis excise taxes.
Removed paragraphs (6)

Previous report

All revenue for the three months ended March 31, 2026 and 2025 was earned from product sales of cannabis flower and pre-roll products. No service revenue was recorded in either period, consistent with the termination of the Vireo Growth consulting agreement in October 2024.

Previous report

Cost of finished cannabis inventory sold for the three months ended March 31, 2026 was $5,198,024, an increase of $1,411,588 or approximately 37% as compared to $3,786,436 for the three months ended March 31, 2025. Cost of revenues grew at a rate faster than the rate of revenue growth (28%), largely due to mix and higher operating lease costs included in cost of sales.

Previous report

Gross profit for the three months ended March 31, 2026 was $3,957,634, an increase of $593,887 or approximately 18% as compared to $3,363,747 for the three months ended March 31, 2025.

Previous report

Total other income (expense), net was ($1,796,175) for the three months ended March 31, 2026 as compared to $2,083,581 for the three months ended March 31, 2025, a decrease of $3,879,756. The current-quarter result was driven principally by a $2,191,084 unrealized loss on the Vireo Growth warrant asset (compared to a $1,172,492 unrealized loss in the prior-year quarter) reflecting the decline in Vireo Growth’s share price during the period, partially offset by a $770,714 unrealized gain on the warrant liability that was reclassified from equity on January 1, 2026 in connection with the functional currency change, and a $66,377 unrealized gain on the Western Alliance Bank interest rate swap derivative. Interest and accretion expense was $549,980 in the current quarter as compared to $258,171 in the prior-year quarter, reflecting the larger outstanding balance under the Western Alliance Bank credit facility.

Previous report

For the three months ended March 31, 2026: net revenue of $2,996,764 (Oregon), $2,743,527 (Michigan), and $3,415,367 (New Jersey); gross profit of $551,164 (Oregon), $1,325,262 (Michigan), and $2,081,208 (New Jersey); and net income (loss) of $64,417 (Oregon), $349,578 (Michigan), $1,044,791 (New Jersey), and $(3,676,177) (Corporate).

Previous report

For the three months ended March 31, 2025: net revenue of $2,873,347 (Oregon), $2,505,116 (Michigan), and $1,771,720 (New Jersey); gross profit of $1,303,832 (Oregon), $1,129,086 (Michigan), and $930,829 (New Jersey); and net income (loss) of $682,024 (Oregon), $508,656 (Michigan), $709,263 (New Jersey), and $(1,157,073) (Corporate).
Reworded paragraphs (22)

Previous wording

In addition to events discussed elsewhere in this Quarterly Report, the following developments occurred during, or have a direct bearing on, the three months ended March 31, 2026:

Current wording

In addition to events discussed elsewhere in this Quarterly Report, the following developments occurred during, or have a direct bearing on, the three and six months ended June 30, 2026:

Previous wording

**Illinois expansion.**On March 12, 2026, the Company announced that it had taken operational control of a cannabis production facility in Dwight, Illinois, through its affiliates Grown Rogue Management Associates, LLC (“GRMA”), an 80% owned subsidiary of the Company, and entered into a Membership Interest Purchase Agreement to acquire a 49% interest in SEA Craft, the holder of an Illinois Adult Use Cannabis Craft Grower License. The agreement provides GRMA with an option, subject to regulatory approval and performance-based conditions, to acquire the remaining 51% of SEA Craft, and concurrently grants the holder of those remaining interests an option, subject to certain conditions precedent, to require GRMA to purchase those remaining interests. The transaction is subject to regulatory approval by the Illinois Department of Agriculture, and as of March 31, 2026 the regulatory approvals required to consummate the transaction had not been obtained, and accordingly, the acquisition had not closed. The Company expects the acquisition to close in the second quarter of 2026.

Current wording

Illinois expansion. On March 12, 2026, the Company announced that it had taken operational control of a cannabis production facility in Dwight, Illinois, through its affiliate Grown Rogue Management Associates, LLC (“GRMA”), an 80% owned subsidiary of the Company, and entered into a Membership Interest Purchase Agreement to acquire a 49% interest in SEA Craft, the holder of an Illinois Adult Use Cannabis Craft Grower License. The agreement provides GRMA with an option, subject to regulatory approval and performance-based conditions, to acquire the remaining 51% of SEA Craft, and concurrently grants the holder of those remaining interests an option, subject to certain conditions precedent, to require GRMA to purchase those remaining interests. The transaction is subject to regulatory approval by the Illinois Department of Agriculture. As of June 30, 2026, the status of the required regulatory approvals and the closing of the SEA Craft acquisition remain outstanding.

Previous wording

ABCO Phase II construction. As previously disclosed in our Annual Report, on December 8, 2025, ABCO entered into an agreement with Blackwell & Associates (“Blackwell”) for the construction of the Grandview Phase II project located at 1425 Grandview Avenue, Paulsboro, New Jersey, on a cost-plus-a-fee basis without a guaranteed maximum price. The total estimated cost is approximately $1,430,000, which includes the cost of the work plus Blackwell’s fee, subject to adjustments under the contract documents. Construction continued during the three months ended March 31, 2026. Blackwell is considered a related party as it is controlled by the spouse of the majority owner of ABCO Holdings.

Current wording

ABCO Phase II construction. As previously disclosed in our Annual Report, on December 8, 2025, ABCO entered into an agreement with Blackwell & Associates (“Blackwell”) for the construction of the Grandview Phase II project located at 1425 Grandview Avenue, Paulsboro, New Jersey, on a cost-plus-a-fee basis without a guaranteed maximum price. The total estimated cost is approximately $1,430,000, which includes the cost of the work plus Blackwell’s fee, subject to adjustments under the contract documents. Construction continued through the date of this report. Blackwell is considered a related party as it is controlled by the spouse of the majority owner of ABCO Garden State, LLC.

Previous wording

**Reclassification of warrants to derivative liability.**As a result of the change in functional currency described above, 4,000,000 warrants previously classified within shareholders’ equity no longer met the criteria for equity classification under U.S. GAAP and were reclassified to a derivative liability measured at fair value, with subsequent changes in fair value recognized through profit or loss. On January 1, 2026, the Company recognized $1,539,665 of warrant liability with a corresponding decrease in share capital. During the three months ended March 31, 2026, the Company recorded an unrealized gain of $770,714 on changes in the fair value of the warrant liability, resulting in a warrant liability balance of $768,951 at March 31, 2026. For further discussion, see Note 13.2 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

Reclassification of warrants to derivative liability. As a result of the change in functional currency described above, 4,000,000 warrants previously classified within shareholders’ equity no longer met the criteria for equity classification under U.S. GAAP and were reclassified to a warrant liability measured at fair value, with subsequent changes in fair value recognized through profit or loss. On January 1, 2026, the Company recognized $1,539,665 of warrant liability with a corresponding decrease in share capital. During the six months ended June 30, 2026, the Company recorded a net unrealized gain of $433,547 on changes in the fair value of the warrant liability (comprising an unrealized gain of $770,714 in the first quarter and an unrealized loss of $337,167 in the second quarter), resulting in a warrant liability balance of $1,106,118 at June 30, 2026. For further discussion, see Note 12.2 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

Comparison of the Three Months Ended March 31, 2026 and 2025

Current wording

Comparison of the Three and Six Months Ended June 30, 2026 and 2025

Previous wording

Significant items contributing to the change in net income (loss) are summarized below. Total revenue for the three months ended March 31, 2026 was $9,155,658, an increase of $2,005,475 or approximately 28% as compared to $7,150,183 for the three months ended March 31, 2025. The increase in revenue was driven by continued growth at our New Jersey operations, which contributed $3,415,367 to revenue in the current quarter as compared to $1,771,720 in the prior-year quarter, supplemented by year-over-year growth in the Oregon and Michigan operations.

Current wording

All revenue for the three and six months ended June 30, 2026 and 2025 was earned from product sales of cannabis flower and pre-roll products. Total revenue for the three months ended June 30, 2026 was $11,273,837, an increase of $3,263,850 or approximately 41% as compared to $8,009,987 for the three months ended June 30, 2025. For the six months ended June 30, 2026, total revenue was $20,429,495, an increase of $5,269,325 or approximately 35% as compared to $15,160,170 for the six months ended June 30, 2025. The increase in revenue was driven primarily by continued growth at our New Jersey operations, which contributed $4,369,698 to revenue in the current quarter (as compared to $2,655,954 in the prior-year quarter) and $7,785,066 for the year-to-date period (as compared to $4,427,674 in the prior-year period), supplemented by year-over-year growth in the Oregon and Michigan operations.

Previous wording

Total operating expenses for the three months ended March 31, 2026 were $3,857,980, a decrease of $215,168 or approximately 5% as compared to $4,073,148 for the three months ended March 31, 2025. The decrease was driven principally by lower share-based compensation expense ($154,994 in the current quarter as compared to $1,435,910 in the prior-year quarter, reflecting the timing of restricted share unit vesting) and lower depreciation expense ($91,162 in the current quarter as compared to $104,984 in the prior-year quarter), partially offset by an increase in general and administrative expenses to $3,611,824 in the current quarter as compared to $2,532,254 in the prior-year quarter, reflecting headcount and infrastructure additions in support of growth and expansion activities.

Current wording

The three months ended June 30, 2026 increase was driven principally by higher general and administrative expenses ($4,318,584 for the three months ended June 30, 2026 as compared to $2,678,372 in the prior-year quarter) reflecting headcount and infrastructure additions in support of growth and expansion activities, partially offset by lower share-based compensation expense ($149,087 for the three months ended June 30 2026 as compared to $336,825 in the prior-year quarter) reflecting the timing of restricted share unit and stock option vesting and lower depreciation expense ($65,650 for the three months ended June 30 2026 as compared to $107,927 in the prior-year quarter).

Previous wording

Income tax expense for the three months ended March 31, 2026 was $516,871, with a corresponding effective tax rate of approximately 30.5%, as compared to $631,310 and an effective tax rate of approximately (46%) (on pre-tax income) for the three months ended March 31, 2025. The effective tax rate continues to be heavily influenced by the Company’s uncertain tax positions related to the treatment of certain transactions and deductions under Section 280E of the Internal Revenue Code. As at March 31, 2026, the uncertain tax liability totaled $9,280,905 (December 31, 2025 - $8,383,888), inclusive of penalties and interest, and is included in other non-current liabilities.

Current wording

Income tax expense was $871,331 for the three months ended June 30, 2026 as compared to income of $920,037 for the three months ended June 30, 2025. Income tax expense was $1,388,202 for the six months ended June 30, 2026, as compared to $1,551,347 for the six months ended June 30, 2025. The effective tax rate continues to be heavily influenced by the Company’s uncertain tax positions related to the treatment of certain transactions and deductions under Section 280E of the Internal Revenue Code. As at June 30, 2026, the uncertain tax liability, inclusive of penalties and interest, was approximately $9,830,257 (December 31, 2025 - $8,383,888) and is included in other non-current liabilities.

Previous wording

Net loss for the three months ended March 31, 2026 was ($2,213,391) as compared to net income of $742,870 for the three months ended March 31, 2025. Net loss attributable to shareholders was ($2,702,217) for the current quarter as compared to net income attributable to shareholders of $598,782 for the prior-year quarter.

Current wording

Net loss for the three months ended June 30, 2026 was $1,481,024, as compared to net income of $1,655,378 for the three months ended June 30, 2025. For the six months ended June 30, 2026, net loss was $3,694,415 as compared to net income of $2,398,248 for the six months ended June 30, 2025. Net loss attributable to shareholders was $1,692,836 for the current quarter and $4,395,053 year-to-date, with net income attributable to non-controlling interests of $211,812 and $700,638, respectively.

Previous wording

The Company operates in three reportable segments - Oregon, Michigan, and New Jersey - with general corporate and administrative expenses included within “Corporate” to reconcile the reportable segments to the financial statements. The following summarizes performance by segment for the three months ended March 31, 2026 and 2025:

Current wording

The Company operates in three reportable segments – Oregon, Michigan, and New Jersey – with general corporate and administrative expenses included within “Corporate” to reconcile the reportable segments to the financial statements. The following summarizes performance by segment for the three and six months ended June 30, 2026 and 2025:

Previous wording

All revenue for the three months ended March 31, 2026 and 2025 was earned in the United States. For the three months ended March 31, 2026 and 2025, no customer represented more than 10% of the Company’s net revenue, and as at March 31, 2026 and December 31, 2025, no customer represented more than 10% of the Company’s accounts receivable.

Current wording

All revenue for the three and six months ended June 30, 2026 and 2025 was earned in the United States. For the three and six months ended June 30, 2026 and 2025, no customer represented more than 10% of the Company’s net revenue, and as at June 30, 2026 and December 31, 2025, no customer represented more than 10% of the Company’s accounts receivable.

Previous wording

The following table provides a reconciliation of net income (loss), as reported, to EBITDA and Adjusted EBITDA (non-GAAP) for the three months ended March 31, 2026 and 2025:

Current wording

The following table provides a reconciliation of net income (loss), as reported, to EBITDA and Adjusted EBITDA (non-GAAP) for the three and six months ended June 30, 2026 and 2025:

Previous wording

At March 31, 2026 and December 31, 2025, our working capital was approximately $17,394,336 and $16,590,979, respectively, calculated as current assets less current liabilities (excluding the derivative liability and, for the current period, the warrant liabilities, in each case representing non-cash fair value items). Cash and cash equivalents were $13,701,247 at March 31, 2026 as compared to $11,371,834 at December 31, 2025. Total current assets were $24,855,479 at March 31, 2026 as compared to $22,178,714 at December 31, 2025, with the increase reflecting growth in cash and cash equivalents and accounts receivable.

Current wording

At June 30, 2026 and December 31, 2025, our working capital was approximately $14,940,478 and $16,590,979, respectively, calculated as current assets less current liabilities (excluding the derivative liability and the warrant liabilities, in each case representing non-cash fair value items). Cash and cash equivalents were $11,532,826 at June 30, 2026 as compared to $11,371,834 at December 31, 2025. Total current assets were $22,554,876 at June 30, 2026 as compared to $22,178,714 at December 31, 2025.

Previous wording

Total current liabilities were $8,300,758 at March 31, 2026 as compared to $5,724,776 at December 31, 2025, with the increase reflecting growth in accounts payable and accrued liabilities ($2,731,607 at March 31, 2026 as compared to $1,262,519 at December 31, 2025) and the reclassification of $768,951 of warrant liabilities from non-current liabilities to current liabilities effective January 1, 2026 in connection with the change in functional currency, partially offset by a slight decrease in income tax payable to $286,980 at March 31, 2026 (December 31, 2025 - $296,018).

Current wording

Total current liabilities were $8,709,174 at June 30, 2026 as compared to $5,724,776 at December 31, 2025, with the increase reflecting growth in accounts payable and accrued liabilities ($2,544,834 at June 30, 2026 as compared to $1,262,519 at December 31, 2025), a higher current portion of long-term debt ($3,002,684 as compared to $2,576,228), the reclassification of warrant liabilities of $1,106,118 to current liabilities effective January 1, 2026 in connection with the change in functional currency, and an increase in income tax payable to $412,770 at June 30, 2026 (December 31, 2025 - $296,018).

Previous wording

Cash and cash equivalents increased by $2,329,413 during the three months ended March 31, 2026 to $13,701,247, as compared to an increase of $4,914,717 during the three months ended March 31, 2025 (from $4,917,708 at January 1, 2025 to $9,832,425 at March 31, 2025).

Current wording

Cash and cash equivalents increased by $160,992 during the six months ended June 30, 2026 to $11,532,826, as compared to an increase of $4,681,969 during the six months ended June 30, 2025 (from $4,917,708 at January 1, 2025 to $9,599,677 at June 30, 2025).

Previous wording

Net cash provided by operating activities was $2,534,524 for the three months ended March 31, 2026, as compared to net cash used in operating activities of ($1,004,580) for the three months ended March 31, 2025. The current-quarter result reflects approximately $1,939,688 in favorable changes in non-cash working capital, principally driven by an increase in accounts payable and accrued liabilities of $1,469,088 and an increase in the uncertain tax position liability of $897,017, partially offset by an increase in accounts receivable and a slight decrease in income tax payable.

Current wording

Net cash provided by operating activities was $4,247,865 for the six months ended June 30, 2026, as compared to net cash used in operating activities of $656,881 for the six months ended June 30, 2025. The current-period result reflects operating profitability and approximately $2,280,732 in favorable changes in non-cash working capital, principally driven by increases in accounts payable and accrued liabilities and in the uncertain tax position liability, partially offset by an increase in accounts receivable.

Previous wording

Net cash used in investing activities was ($2,874,613) for the three months ended March 31, 2026, as compared to $(333,822) for the three months ended March 31, 2025. The current-quarter use was driven principally by $2,517,414 in property and equipment additions (compared to $241,532 in the prior-year quarter), supporting the build-out of cultivation capacity at ABCO Garden State, LLC through the Grandview Phase II project, the Company’s ongoing build out in Minnesota, $200,000 in investments into Rogue EBC, LLC equity interest, and $157,199 in payments of business acquisition consideration payable.

Current wording

Net cash used in investing activities was $6,291,761 for the six months ended June 30, 2026, as compared to $964,360 for the six months ended June 30, 2025. The current-period use was driven principally by $5,498,773 in property and equipment additions (as compared to $241,532 in the prior-year period), supporting the build-out of cultivation capacity at ABCO Garden State, LLC through the Grandview Phase II project and the Company’s ongoing expansion activities, together with $415,000 advanced on the purchase of the remaining Rogue EBC, LLC equity interest and $377,988 in payments of business acquisition consideration payable.

Previous wording

Net cash provided by financing activities was $2,669,413 for the three months ended March 31, 2026, as compared to $6,245,287 for the three months ended March 31, 2025. Significant financing activities for the current quarter included: net proceeds of $2,985,000 from the sale of a 20% non-controlling interest in GRMA (gross proceeds of $3,000,000 less $15,000 of issuance costs); $21,839 in proceeds from stock option exercises; $500,000 in proceeds from long-term debt; $743,460 in repayment of long-term debt and finance leases; and $85,156 of distributions to the non-controlling interests in subsidiaries (combining $28,356 of GRMA preferred return distributions and $56,800 of dividends paid by Golden Harvests, LLC to its non-controlling interest holder).

Current wording

Net cash provided by financing activities was $2,204,888 for the six months ended June 30, 2026, as compared to $6,301,925 for the six months ended June 30, 2025. Significant financing activities for the current period included: net proceeds of $2,985,000 from the sale of a 20% non-controlling interest in GRMA (gross proceeds of $3,000,000 less $15,000 of issuance costs); $1,000,000 in proceeds from long-term debt; $21,839 in proceeds from stock option exercises; $1,529,295 in repayment of long-term debt; $37,500 in repayment of finance leases; and $235,156 of distributions to non-controlling interests in subsidiaries.

Previous wording

For a complete description of our long-term debt, convertible debentures, derivative liability, and consideration payable on business acquisitions, refer to Notes 13, 14, 15, and 16 to the audited consolidated financial statements included in our Annual Report, and to Notes 11, 12, and 13 in the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

For a complete description of our long-term debt, derivative liability, and consideration payable on business acquisitions, refer to Notes 13, 14, 15, and 16 to the audited consolidated financial statements included in our Annual Report, and to Notes 11 and 12 in the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

Set out below are undiscounted minimum future lease payments after March 31, 2026 based on the Company’s operating and finance leases. Total operating lease payments are approximately $28,221,812 (consisting of $2,138,920 in 2026, $2,710,116 in 2027, $2,800,069 in 2028, $2,893,248 in 2029, $2,503,747 in 2030, and $15,175,712 thereafter), less unamortized interest of approximately $13,637,899, resulting in a total operating lease liability of approximately $14,583,913. Total finance lease payments are approximately $235,000 (consisting of $161,250 in 2026 and $73,874 in 2027), less unamortized interest of approximately $25,000, resulting in a total finance lease liability of approximately $210,000. The increase in operating lease obligations from December 31, 2025 primarily reflects the impact of signed lease extensions with the CEO for the Lars property quartering April of 2026.

Current wording

Set out below are undiscounted minimum future lease payments after June 30, 2026 based on the Company’s operating and finance leases. Total operating lease payments are approximately $27,633,880 (consisting of $1,312,195 for the remainder of 2026, $2,751,620 in 2027, $2,791,191 in 2028, $2,883,971 in 2029, $2,494,052 in 2030, and $15,400,851 thereafter), less unamortized interest of approximately $13,209,345, resulting in a total operating lease liability of approximately $14,424,535. Total finance lease payments are approximately $216,374 (consisting of $142,500 for the remainder of 2026 and $73,874 in 2027), less unamortized interest of approximately $17,590, resulting in a total finance lease liability of approximately $198,784.

Previous wording

Contractual maturities of long-term debt as of March 31, 2026 are approximately $3,941,000 due within one year, $3,669,000 due in years two through three, and $7,937,000 due thereafter, totaling undiscounted long-term debt obligations of approximately $15,547,000, less unamortized interest of approximately $2,865,262, for a total long-term debt liability of $12,682,124. For a complete description of the Company’s debt obligations, refer to Note 11 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Current wording

As of June 30, 2026, total long-term debt was approximately $12,733,162 (comprising a current portion of $3,002,684 and a non-current portion of $9,730,478), as compared to $12,682,124 at March 31, 2026. Total long term debt payments are approximately $15,510,053 (consisting of $2,453,014 for the remainder of 2026, $3,815,153 in 2027, $2,934,466 in 2028, and $6,307,420 in 2029), less unamortized interest of approximately $2,776,891, resulting in a total long term debt liability of approximately $12,733,162. For a complete description of the Company’s debt obligations, refer to Note 11 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

During the three months ended March 31, 2026 and 2025, we did not have, nor do we currently have, any off-balance sheet arrangements as defined in the rules and regulations of the SEC.

Current wording

During the three and six months ended June 30, 2026 and 2025, we did not have, nor do we currently have, any off-balance sheet arrangements as defined in the applicable rules of the SEC.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Significant items contributing to the change in net income (loss) are summarized below.