What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-05-12 · 230 added, 117 removed, 412 unchanged (46% of the section changed)

8 unchanged sentences

Marketable securities 17,553 15,658

Accounts receivable, net of allowance for credit losses of $ 2,142 and $ 2,109 at March 31, 2026 and December 31, 2025, respectively

Accounts receivable, net of allowance for credit losses of $ 2,363 and $ 2,109 , respectively

15,264 10,668

Notes receivable, current, net of allowance for credit losses of $ 196 and $ 214 at March 31, 2026 and December 31, 2025, respectively

Notes receivable, current, net of allowance for credit losses of $ 201 and $ 214 , respectively

Inventory 35,295 38,776

Prepaid income taxes 60 60

Prepaid and other current assets 7,750 7,732

1 unchanged sentence

Property and equipment, net 6,423 9,795

Property and equipment held for sale 1,574 —

Operating lease right-of-use assets, net

20 unchanged sentences

$ 0.001 par value;

100,000,000 shares authorized, 60,090,905 and 60,090,905 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

100,000,000 shares authorized, 60,283,226 and 60,090,905 shares issued, 59,558,299 and 60,090,905 shares outstanding, respectively

Treasury stock, at cost;

724,927 and zero shares, respectively

Additional paid-in capital 377,602 377,128

7 unchanged sentences

(Unaudited, in thousands, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net sales $ 43,215 $ 40,963 $ 81,606 $ 76,666

6 unchanged sentences

Depreciation and amortization 1,504 2,687 3,115 6,272

Impairment loss 220 — 220 —

Total operating expenses 14,661 16,868 29,666 36,449

Loss from operations ( 2,341 ) ( 5,274 ) ( 7,606 ) ( 15,148 )

Other income:

Other income (expense):

Interest income 347 463 671 960

1 unchanged sentence

Net loss before income taxes ( 1,994 ) ( 4,811 ) ( 6,935 ) ( 14,188 )

Benefit for income taxes 19 —

Provision for income taxes ( 19 ) — — —

Net loss $ ( 2,013 ) $ ( 4,811 ) $ ( 6,935 ) $ ( 14,188 )

8 unchanged sentences

(Unaudited, in thousands except shares)

Common Stock Additional

Common Stock Treasury Stock Additional

Paid-In Capital Accumulated Deficit Total

Stockholders' Equity

Shares Amount

Shares Amount Shares Amount

Balance as of December 31, 2025 60,090,905 $ 60 — $ — $ 377,128 $ ( 279,689 ) $ 97,499

2 unchanged sentences

Balance as of March 31, 2026 60,090,905 $ 60 — $ — $ 377,383 $ ( 284,611 ) $ 92,832

Common Stock Additional

Common stock issued for share-based compensation 192,321 — — — — — —

Common stock withheld for employee payroll taxes — — — — ( 51 ) — ( 51 )

Share-based compensation — — — — 270 — 270

Repurchase of common stock — — ( 724,927 ) ( 1,010 ) — — ( 1,010 )

Net loss — — — — — ( 2,013 ) ( 2,013 )

Balance as of June 30, 2026 60,283,226 $ 60 ( 724,927 ) $ ( 1,010 ) $ 377,602 $ ( 286,624 ) $ 90,028

Common Stock Treasury Stock Additional

Paid-In Capital Accumulated Deficit Total

Stockholders' Equity

Shares Amount

Shares Amount Shares Amount

Balance as of December 31, 2024 59,402,628 $ 59 — $ — $ 375,677 $ ( 255,643 ) $ 120,093

4 unchanged sentences

Balance as of March 31, 2025 59,487,477 $ 59 — $ — $ 376,120 $ ( 265,020 ) $ 111,159

Common stock issued for share-based compensation 191,539 1 — — — — 1

Common stock withheld for employee payroll taxes — — — — ( 52 ) — ( 52 )

Share-based compensation — — — — 315 — 315

Common stock issued in connection with acquisitions 92,700 — — — 109 — 109

Net loss — — — — — ( 4,811 ) ( 4,811 )

Balance as of June 30, 2025 59,771,716 $ 60 — $ — $ 376,492 $ ( 269,831 ) $ 106,721

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

3 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

4 unchanged sentences

Estimated credit losses 403 255

Loss on asset disposition 22 658

(Gain) loss on asset disposition ( 9 ) 665

Change in value of marketable securities ( 298 ) ( 398 )

Changes in operating assets and liabilities, net of acquisitions:

Impairment loss on held for sale property and equipment 220 —

Changes in operating assets and liabilities (net of the effect of acquisition):

Accounts and notes receivable ( 4,775 ) ( 3,172 )

9 unchanged sentences

Cash flows from investing activities:

Acquisition, net of cash acquired — ( 1,013 )

Purchase of marketable securities ( 8,947 ) ( 18,985 )

6 unchanged sentences

Common stock withheld for employee payroll taxes ( 51 ) ( 111 )

Repurchase of common stock ( 1,010 ) —

Net cash and cash equivalents used in financing activities ( 1,061 ) ( 111 )

Net (decrease) increase in cash and cash equivalents

( 8,727 ) 5,271

Net decrease in cash and cash equivalents ( 6,946 ) ( 4,162 )

Cash and cash equivalents at the beginning of period 30,406 27,471

1 unchanged sentence

Supplemental cash flow disclosures and non-cash investing and financing transactions:

Purchase of property and equipment in accounts payable and accrued liabilities $ 85 $ 5

Right-of use assets obtained in exchange for new or modified operating lease liabilities $ 388 $ 297

Fair value of common stock issued in business combination $ — $ 109

Fair value of contingent consideration $ — $ 83

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

GrowGeneration Corp.

(together with its direct and indirect wholly-owned subsidiaries, collectively "GrowGeneration" or the "Company") was incorporated in Colorado in 2014.

Since then, GrowGeneration has grown from a small chain of specialty retail hydroponic and organic garden centers to a multifaceted business with diverse assets.

Today, GrowGeneration operates two major lines of business:

its Cultivation and Gardening segment, composed of the Company's hydroponic and organic gardening business;

and its Storage Solutions segment, composed of the Company's benching, racking, and storage solutions business.

As of March 31, 2026, GrowGeneration has 19 retail locations across 9 states in the U.S.

The Company also operates an online superstore at growgeneration.com, as well as a wholesale distribution business for resellers and mass-market retailers, and a benching, racking, and storage solutions business, Mobile Media or MMI.

GrowGeneration operates two major lines of business:

its Cultivation and Gardening segment, which includes its hydroponic and organic gardening business;

and its Storage Solutions segment, which provides customized benching, racking, and storage solutions systems, installation services, and related solutions.

Within its Cultivation and Gardening segment, as of June 30, 2026, GrowGeneration operated 19 retail locations across 9 states in the U.S.

In addition to its retail stores, the Company sells hydroponic and organic gardening products through its commercial sales division serving commercial cultivators, its wholesale distribution business serving resellers and mass-market retailers, and its e-commerce platform, growgeneration.com, which includes a B2B customer portal for commercial and wholesale customers.

Within its Storage Solutions segment, the Company operates primarily under the "Mobile Media" ("MMI") brand and provides customized benching, racking, and storage systems, installation services, and related solutions to customers across a variety of end markets.

Basis of Presentation

7 unchanged sentences

The results reported in these unaudited Condensed Consolidated Financial Statements are not necessarily indicative of results for the full fiscal year.

All amounts included in the accompanying notes to the Condensed Consolidated Financial Statements, except per share data, are in thousands (000).

All amounts included in the accompanying notes to the Condensed Consolidated Financial Statements, except share and per share data, are in thousands (000).

Reclassifications

Certain amounts in the prior period Condensed Consolidated Financial Statements have been reclassified to conform to the current period presentation.

These reclassifications had no effect on reported net loss within the Condensed Consolidated Statements of Operations.

Use of Estimates

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In addition to the accounting pronouncements discussed below, no other new accounting pronouncement issued or effective during the fiscal year had or is expected to have a material effect on the Company's Condensed Consolidated Financial Statements or disclosures.

GROWGENERATION CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

Recently Adopted Accounting Pronouncements

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2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)—Targeted Improvements to the Accounting for Internal-Use Software ("ASU 2025-06"), which amends current guidance for capitalizing internal use software costs by removing all references to prescriptive and sequential software development stages to better align with current iterative development methods.

ASU 2025-06 is effective for interim and annual

GROWGENERATION CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

periods beginning after December 15, 2027.

ASU 2025-06 is effective for interim and annual periods beginning after December 15, 2027.

Early adoption is permitted as of the beginning of an annual reporting period, and ASU 2025-06 can be applied prospectively, retrospectively, or on a modified transition approach.

20 unchanged sentences

• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques.

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.

Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3.

A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

GROWGENERATION CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.

Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3.

A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, and all other current liabilities approximate fair values due to their short-term nature.

1 unchanged sentence

The marketable securities are classified as available-for-sale and are carried at fair value based on quoted market prices.

Changes in fair value of marketable securities, principally derived from accretion of discounts, were $ 0.1 million and $ 0.2 million for the three months ended March 31, 2026 and 2025, respectively.

Changes in fair value of marketable securities, principally derived from accretion of discounts, were $ 0.2 million and $ 0.3 million for the three and six months ended June 30, 2026, respectively, and $ 0.2 million and $ 0.4 million for the three and six months ended June 30, 2025, respectively.

Changes in fair value of marketable securities are included in Interest income on the Condensed Consolidated Statements of Operations.

Level March 31,

Level June 30,

2026 December 31,

Cash equivalents 1

$ 11,103 $ 20,431

Marketable securities

15 unchanged sentences

$ 10,668 $ 4,015

Balance as of March 31, 2026

Balance as of June 30, 2026

Increase (decrease) $ 4,596 $ ( 1,755 )

1 unchanged sentence

$ 7,361 $ 2,404

Balance as of March 31, 2025

Decrease $ ( 425 ) $ ( 54 )

Of the total amount of customer deposits as of January 1, 2026, $ 2.8 million was reported as net sales during the three months ended March 31, 2026.

Of the total amount of customer deposits as of January 1, 2025, $ 1.1 million was reported as net sales during the three months ended March 31, 2025.

Notes receivable at March 31, 2026 and December 31, 2025 were as follows:

Balance as of June 30, 2025

Increase $ 3,064 $ 44

Of the total amount of customer deposits as of January 1, 2026, $ 0.3 million and $ 3.1 million were reported as net sales during the three and six months ended June 30, 2026, respectively.

Of the total amount of customer deposits as of January 1, 2025, $ 0.5 million and $ 1.6 million were reported as net sales during the three and six months ended June 30, 2025, respectively.

GROWGENERATION CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

Notes receivable at June 30, 2026 and December 31, 2025 were as follows:

2026 December 31,

2 unchanged sentences

Notes receivable, net $ 283 $ 507

GROWGENERATION CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

PROPERTY AND EQUIPMENT

Property and equipment at March 31, 2026 and December 31, 2025 consisted of the following:

Property and Equipment Held and Used

Property and equipment at June 30, 2026 and December 31, 2025 consisted of the following:

2026 December 31,

8 unchanged sentences

Property and equipment, net $ 6,423 $ 9,795

Depreciation and amortization expense related to property and equipment was $ 0.9 million and $ 2.0 million for the three months ended March 31, 2026 and 2025, respectively.

Depreciation and amortization expense during the three months ended March 31, 2025 included the effects of the reassessment and shortening of estimated useful lives of certain capitalized software assets in conjunction with the Company's restructuring activities as discussed in Note 14, Restructuring.

Depreciation and amortization expense related to these capitalized software assets was $ 0.8 million for the three months ended March 31, 2025.

These capitalized software assets became fully amortized and were retired during the three months ended March 31, 2025.

(1) Building and land are comprised of two closed retail locations, wholly owned by the Company, which have met the criteria for classification as held-for-sale assets as of June 30, 2026.

Depreciation and amortization expense related to property and equipment was $ 0.9 million and $ 1.8 million for the three and six months ended June 30, 2026, respectively, and $ 1.2 million and $ 3.2 million for the three and six months ended June 30, 2025, respectively.

In conjunction with the Company's restructuring activities as discussed in Note 15, Restructuring, the Company reassessed and shortened the estimated useful life of certain capitalized software assets.

These capitalized software assets became fully amortized and were retired during the six months ended June 30, 2025.

Depreciation and amortization expense related to these capitalized software assets was $ 0.8 million for the six months ended June 30, 2025.

Refer to Note 15, Restructuring, for additional information on the restructuring activities.

During the year ended December 31, 2025, the Company concluded that a closed retail location, wholly-owned by the Company, met the criteria for classification as held-for-sale.

Property and equipment in the above table includes building and land amounts classified as held-for-sale with a carrying value of $ 0.3 million.

As of March 31, 2026, the Company continues to actively market the asset and expects to sell the asset within one year.

Property and Equipment Held for Sale

The Company wholly owns two closed retail locations and, as of June 30, 2026, these locations have met the criteria for classification as held-for-sale assets, with a carrying value of $ 1.6 million.

The Company determined that the carrying values of the land, building and related improvements for each location were greater than the fair values less costs to sell and recognized a $ 0.2 million and $ 0.1 million impairment loss in the six months ended June 30, 2026, and year ended December 31, 2025, respectively.

As of June 30, 2026, the Company continues to actively market the assets and expects to sell the assets within one year.

GROWGENERATION CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

GOODWILL AND INTANGIBLE ASSETS

3 unchanged sentences

Acquisitions and measurement period adjustments — — —

Balance as of March 31, 2026 $ 475 $ 1,605 $ 2,080

Accumulated impairment for goodwill related entirely to the Cultivation and Gardening segment and totaled $ 131.9 million as of March 31, 2026 and December 31, 2025.

The changes in intangible assets by segment for the three months ended March 31, 2026 were as follows:

Balance as of June 30, 2026 $ 475 $ 1,605 $ 2,080

Accumulated impairment for goodwill related entirely to the Cultivation and Gardening segment and totaled $ 131.9 million as of June 30, 2026 and December 31, 2025.

The changes in intangible assets by segment for the six months ended June 30, 2026 were as follows:

Cultivation and Gardening Storage Solutions Total

1 unchanged sentence

Amortization ( 963 ) ( 351 ) ( 1,314 )

Balance as of March 31, 2026 $ 1,548 $ 1,021 $ 2,569

GROWGENERATION CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Balance as of June 30, 2026 $ 1,167 $ 845 $ 2,012

Intangible assets on the Condensed Consolidated Balance Sheets consisted of the following:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Amount Accumulated

8 unchanged sentences

Total $ 43,194 $ ( 41,182 ) $ 2,012 $ 43,194 $ ( 39,868 ) $ 3,326

Amortization expense was $ 0.8 million and $ 1.5 million for the three months ended March 31, 2026 and 2025, respectively.

Future amortization expense as of March 31, 2026 was as follows:

Amortization expense was $ 0.6 million and $ 1.3 million for the three and six months ended June 30, 2026, respectively, and $ 1.6 million and $ 3.1 million for the three and six months ended June 30, 2025, respectively.

Future amortization expense as of June 30, 2026 was as follows:

2026 (remainder of the year) $ 753

1 unchanged sentence

Total $ 2,012

For the three months ended March 31, 2026 and 2025, the effective tax rate was ( 0.4 )% and 0.0 %, respectively.

The effective tax rate for each of the three months ended March 31, 2026 and 2025 was lower than the U.S.

GROWGENERATION CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

For each of the six months ended June 30, 2026 and 2025, the effective tax rate was 0.0 %.

The effective tax rate for each of the six months ended June 30, 2026 and 2025 was lower than the U.S.

federal statutory rate of 21.0% primarily due to the Company's valuation allowance against deferred tax assets.

As of March 31, 2026, the Company concluded that its deferred tax assets are not expected to be realizable, based on positive and negative evidence, therefore it has assigned a full valuation allowance against them.

As of June 30, 2026, the Company concluded that its deferred tax assets are not expected to be realizable, based on positive and negative evidence, therefore it has assigned a full valuation allowance against them.

The right-of-use assets and corresponding liabilities related to the Company's operating leases were as follows:

11 unchanged sentences

Weighted average discount rate 6.1 % 6.2 %

GROWGENERATION CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

The components of lease costs were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Operating lease costs $ 1,945 $ 2,305 $ 3,956 $ 4,597

3 unchanged sentences

Total operating lease costs $ 1,792 $ 3,013 $ 3,825 $ 5,166

Future maturities of the Company's operating lease liabilities and receipts from subleases as of March 31, 2026 were as follows:

Future maturities of the Company's operating lease liabilities and receipts from subleases as of June 30, 2026 were as follows:

Lease Payments Sublease Receipts

7 unchanged sentences

imputed interest ( 3,832 )

Operating lease liability as of March 31, 2026

Operating lease liability as of June 30, 2026

GROWGENERATION CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

Supplemental and other information related to leases was as follows:

Three Months Ended March 31,

Six Months Ended June 30,

Cash paid for amounts included in the measurement of lease liabilities:

1 unchanged sentence

EARNINGS PER SHARE

The following table sets forth the composition of the weighted average shares (denominator) used in the basic and diluted loss per share computation for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The following table sets forth the composition of the weighted average shares (denominator) used in the basic and diluted loss per share computation for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net loss $ ( 2,013 ) $ ( 4,811 ) $ ( 6,935 ) $ ( 14,188 )

6 unchanged sentences

$ ( 0.03 ) $ ( 0.08 ) $ ( 0.12 ) $ ( 0.24 )

Diluted loss per share calculations for the three months ended March 31, 2026 and 2025 excluded 1.1 million and 1.4 million non-vested restricted stock units that would have been anti-dilutive, respectively.

In addition, diluted loss per share calculations for the three months ended March 31, 2025, excluded 17 thousand shares of common stock issuable upon exercise of stock options that would have been anti-dilutive.

GROWGENERATION CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Diluted loss per share calculations for each of the three and six months ended June 30, 2026 excluded 1.1 million non-vested restricted stock units that would have been anti-dilutive.

Diluted loss per share calculations for each of the three and six months ended June 30, 2025 excluded 1.4 million non-vested restricted stock units that would have been anti-dilutive.

In addition, diluted loss per share calculations for each of the three and six months ended June 30, 2025 excluded 7 thousand and 12 thousand shares of common stock issuable upon exercise of stock options that would have been anti-dilutive, respectively.

SHARE-BASED PAYMENTS

The Company maintains a long-term incentive plan, the Second Amended and Restated 2018 Equity Incentive Plan (collectively with all amendments referred to as the "2018 Plan"), for employees, non-employee members of its Board of Directors (the "Board"), and consultants.

The Company maintains a long-term incentive plan, the Third Amended and Restated 2018 Equity Incentive Plan (collectively with all amendments referred to as the "2018 Plan"), for employees, non-employee members of its Board of Directors (the "Board"), and consultants.

The 2018 Plan, which is administered by the Board, allows the Company to grant equity-based compensation awards, including stock options, stock appreciation rights, performance share units, restricted stock units, restricted stock awards, common stock warrants, or a combination of awards (collectively, "share-based awards").

The Board also has broad authority to determine the terms and conditions of each option or other kind of equity award, adopt, amend and rescind rules and regulations for the administration of the 2018 Plan and amend or modify outstanding options, grants and awards.

On April 16, 2026, the Board approved another amendment of the 2018 Plan to increase the number of shares issuable thereunder from 6,500,000 to 8,000,000 , which was approved by shareholders on June 18, 2026.

The Company accounts for share-based payments through the measurement and recognition of compensation expense for share-based awards, primarily restricted stock units, made to employees, non-employee members of the Board, and consultants of the Company.

The Company recorded share-based compensation expense of $ 0.3 million and $ 0.5 million in the three months ended March 31, 2026 and 2025, respectively.

The Company recorded share-based compensation expense of $ 0.3 million and $ 0.5 million in the three and six months ended June 30, 2026, respectively, and $ 0.3 million and $ 0.8 million in the three and six months ended June 30, 2025, respectively.

Restricted Stock Units

2 unchanged sentences

Restricted stock units are valued using the market value on the grant date.

Restricted stock unit activity for the three months ended March 31, 2026 is presented in the following table:

GROWGENERATION CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

Restricted stock unit activity for the six months ended June 30, 2026 is presented in the following table:

Units Weighted Average Grant Date Fair Value

2 unchanged sentences

Granted 135,000 $ 1.45

Vested ( 225,875 ) $ 2.17

Forfeited ( 100,125 ) $ 2.00

Nonvested as of March 31, 2026

Nonvested as of June 30, 2026

854,584 $ 1.88

During the three months ended March 31, 2025, 244 thousand restricted stock units were granted at a weighted average grant date fair value of $ 1.26 .

As of March 31, 2026, the Company had approximately $ 1.5 million of unrecognized share-based compensation related to restricted stock units, which is expected to be recognized over a weighted average period of approximately 1.8 years.

During the six months ended June 30, 2025, 375 thousand restricted stock units were granted at a weighted average grant date fair value of $ 1.27 .

As of June 30, 2026, the Company had approximately $ 1.2 million of unrecognized share-based compensation related to restricted stock units, which is expected to be recognized over a weighted average period of approximately 1.7 years.

STOCKHOLDERS' EQUITY

On February 24, 2026, the Board authorized a share repurchase program, whereby the Company could repurchase up to $ 10.0 million worth of its common stock in open market transactions pursuant to Rule 10b-18 of the Exchange Act and a 10b5-1 trading plan.

Repurchases under the program can commence on April 24, 2026 and may continue for up to two years .

The program began on April 24, 2026 and continues for up to two years .

The program does not obligate the Company to acquire any specific number of shares or to acquire any shares over any specific period of time.

1 unchanged sentence

The stock repurchase program may be amended, suspended, or discontinued at any time.

COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company has been and may again become involved in legal proceedings arising in the ordinary course of its business, including the initiation and defense of proceedings related to contract and employment disputes.

In accordance

During the three and six months ended June 30, 2026, the Company repurchased 0.7 million shares of common stock at an average price of $ 1.38 per share, exclusive of incremental direct costs.

As of June 30, 2026, approximately $ 9.0 million remained available under the share repurchase program.

On June 6, 2025, the Company purchased substantially all of the assets of Viagrow, a domestic supplier of gardening and hydroponic equipment.

The acquisition further diversified the Company's home gardening and hydroponic gardening proprietary brand product offerings as well as expanded the Company's outreach to significant new customers through relationships with major home improvement mass-market retailers and e-commerce platforms.

The total consideration transferred for the purchase of Viagrow was $ 1.3 million including cash paid and common stock issued on the date of acquisition, with certain additional amounts to be paid in future periods.

The purchase price included deferred equity consideration, which was issued in the fourth quarter of 2025 upon settling discrepancies of net assets acquired, and contingent consideration, which is to be paid in cash over three years from the date of acquisition dependent on the achievement of certain performance goals.

GROWGENERATION CORP.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

with ASC 450, Contingencies , the Company regularly evaluates the status of its legal proceedings and establishes a liability for litigation and loss contingencies when information related to those contingencies show both that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated.

June 30, 2026

The table below details the acquisition-date fair value of consideration transferred and the purchase price allocation of acquired net assets during the six months ended June 30, 2025.

Consideration

Common stock 109

Contingent consideration 83

Deferred equity consideration 50

Total consideration 1,255

Assets and liabilities acquired

Inventory 275

Prepaids and other current assets 10

Property and equipment 41

Intangible assets 470

Customer deposits ( 16 )

Total $ 1,255

COMMITMENTS AND CONTINGENCIES

Legal Matters

In accordance with ASC 450, Contingencies , the Company regularly evaluates the status of its legal proceedings and establishes a liability for litigation and loss contingencies when information related to those contingencies show both that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated.

Due to the unpredictable nature of litigation, the outcome of a litigation matter and the amount or range of potential loss at particular points in time is normally difficult to ascertain.

Legal and loss contingency accruals are recorded within Accrued liabilities on the Condensed Consolidated Balance Sheets and within Selling, general, and administrative expense in the Condensed Consolidated Statements of Operations.

During the year ended December 31, 2025 and the three months ended March 31, 2026, the Company has been engaged in two legal matters related to a California employment class action dispute and a vendor contract dispute.

As of March 31, 2026, the Company has recorded cumulative loss contingencies of approximately $ 1.6 million related to these matters.

No loss contingency accruals were recorded in the three months ended March 31, 2026 or March 31, 2025.

During the year ended December 31, 2025 and the three and six months ended June 30, 2026, the Company has been engaged in two legal matters related to a California employment class action dispute and a vendor contract dispute.

As of June 30, 2026, the Company has recorded cumulative loss contingencies of approximately $ 1.6 million related to these matters.

No loss contingency accruals were recorded in the six months ended June 30, 2026 or June 30, 2025.

The Company continues to evaluate these matters and, while an additional loss is reasonably possible, the Company is unable to estimate a range of potential additional loss, if any.

5 unchanged sentences

In the ordinary course of its business, the Company makes certain indemnities under which it may be required to make payments in relation to certain transactions.

As of March 31, 2026, the Company did not have any liabilities associated with indemnities.

As of June 30, 2026, the Company did not have any liabilities associated with indemnities.

GROWGENERATION CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

In addition, the Company, as permitted under Colorado law and in accordance with its amended and restated certificate of incorporation and amended and restated bylaws, in each case, as amended to date, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company's request in such capacity.

11 unchanged sentences

The Company's CODM is the chief executive officer.

GROWGENERATION CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Disaggregated revenue by segment is presented in the following tables.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Net sales 2026 2025 2026 2025

7 unchanged sentences

Total $ 43,215 $ 40,963 $ 81,606 $ 76,666

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

Net sales 2026 2025 2026 2025

12 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Selected disaggregated information by segment, including significant segment expenses, is presented in the following tables for the three months ended:

Three Months Ended March 31, 2026

June 30, 2026

Selected disaggregated information by segment, including significant segment expenses, is presented in the following tables for the three and six months ended:

Three Months Ended June 30, 2026

Cultivation & Gardening Storage Solutions Total

15 unchanged sentences

Depreciation and amortization 1,504

Impairment loss 220

Total other corporate expenses 8,518

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Three Months Ended March 31, 2025

June 30, 2026

Six Months Ended June 30, 2026

Cultivation & Gardening Storage Solutions Total

15 unchanged sentences

Depreciation and amortization 3,115

Impairment loss 220

Total other corporate expenses 17,122

3 unchanged sentences

(1) Other segment items for each reportable segment include travel expenses, transaction fees, and other miscellaneous expenses.

GROWGENERATION CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

Three Months Ended June 30, 2025

Cultivation & Gardening Storage Solutions Total

Net sales $ 32,861 $ 8,102 $ 40,963

Cost of sales 24,696 4,673 29,369

Gross profit 8,165 3,429 11,594

Operating expenses

Store operations and other operational expenses:

Employee costs 2,480 692 3,172

Facilities 2,645 402 3,047

External service providers 247 2 249

Other segment items (1)

1,220 179 1,399

Total store operations and other operational expenses 6,592 1,275 7,867

Segment income from operations 1,573 2,154 3,727

Other corporate operating expenses

Selling, general, and administrative 6,151

Estimated credit losses 163

Depreciation and amortization 2,687

Total other corporate expenses 9,001

Loss from operations ( 5,274 )

Other income 463

Net loss before taxes $ ( 4,811 )

(1) Other segment items for each reportable segment include travel expenses, transaction fees, and other miscellaneous expenses.

GROWGENERATION CORP.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

Six Months Ended June 30, 2025

Cultivation & Gardening Storage Solutions Total

Net sales $ 63,772 $ 12,894 $ 76,666

Cost of sales 47,703 7,662 55,365

Gross profit 16,069 5,232 21,301

Operating expenses

Store operations and other operational expenses:

Employee costs 5,141 1,439 6,580

Facilities 5,401 796 6,197

External service providers 342 16 358

Other segment items (1)

3,077 447 3,524

Total store operations and other operational expenses 13,961 2,698 16,659

Segment income from operations 2,108 2,534 4,642

Other corporate operating expenses

Selling, general, and administrative 13,263

Estimated credit losses 255

Depreciation and amortization 6,272

Total other corporate expenses 19,790

Loss from operations ( 15,148 )

Other income 960

Net loss before taxes $ ( 14,188 )

(1) Other segment items for each reportable segment include travel expenses, transaction fees, and other miscellaneous expenses.

The Company does not evaluate segments by assets or capital expenditures as it is not practical and does not inform any of its decision making processes.

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

The Company substantially completed its restructuring activities and had no remaining liability associated with restructuring costs as of March 31, 2025.

The Company incurred no costs related to restructuring activities during the three months ended March 31, 2026 and does not expect to incur significant additional restructuring and restructuring-related costs in future periods.

Overall, the Company incurred aggregate restructuring and restructuring-related costs of $ 3.5 million, of which $ 1.1 million were incurred during the three months ended March 31, 2025.

The Company incurred no costs related to restructuring activities during the three and six months ended June 30, 2026 and does not expect to incur significant additional restructuring and restructuring-related costs in future periods.

Overall, the Company incurred aggregate restructuring and restructuring-related costs of $ 3.5 million, of which $ 1.1 million were incurred during the six months ended June 30, 2025.

These costs are presented on the Condensed Consolidated Statements of Operations in the following table.

Three Months Ended March 31,

Six Months Ended June 30,

Cultivation and Gardening segment:

6 unchanged sentences

(2) Costs consist of corporate operational and administrative contract terminations

SUBSEQUENT EVENTS

Subsequent to June 30, 2026, the Company received approximately $ 2.6 million of refunds from U.S.

Customs and Border Protection related to tariffs previously paid under the International Emergency Economic Powers Act ("IEEPA").

Because receipt of these refunds occurred subsequent to June 30, 2026, no amounts related to these refunds have been recognized in the accompanying Condensed Consolidated Financial Statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements