What changed in this filing

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Item 9A. Controls and Procedures

2025-03-13 compared with 2024-03-13 · 83 added, 129 removed, 82 unchanged (72% of the section changed)

3 unchanged sentences

As of December 31, 2024, an evaluation was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act).

Our management concluded that as of December 31, 2023 our disclosure controls and procedures were not effective because of the material weaknesses in our internal control over financial reporting described below.

Management concluded that our disclosure controls and procedures were not effective as of December 31, 2024, due to the material weakness in our internal control over financial reporting described below.

Management’s Report on Internal Control Over Financial Reporting

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Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting using the criteria in Internal Control - Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (the "COSO Framework").

As a result of this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2023 because of the material weaknesses in internal control over financial reporting discussed below.

• Control Environment:

The Company did not maintain an effective control environment based on the criteria established in the COSO framework, which resulted in deficiencies in principles associated with the control environment.

In addition, the following material weaknesses were previously identified and contributed to the material weakness in the control environment:

As a result of this evaluation, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2024, based on the criteria established in COSO framework, due to the material weakness in our internal control over financial reporting described below.

This material weakness did not result in any material misstatements to the consolidated financial statements and there were no changes to previously released financial statements.

Notwithstanding our material weakness, we have concluded that the financial statements and other financial information included in this Annual Report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

The Company’s independent registered public accounting firm, Grant Thornton LLP, which audited the 2024 Consolidated Financial Statements and management’s assessment of the effectiveness of internal control over financial reporting included in this Form 10-K, has expressed an adverse opinion on the Company's internal control over financial reporting as of December 31, 2024.

Material Weakness in Internal Control over Financial Reporting - Storage Solutions Segment

Due to segregation of duties conflicts and the lack of precise manual monitoring controls over the system data, we did not maintain effective internal control over financial reporting within a separate enterprise resource planning (“ERP”) system, Navision, used exclusively for our storage solutions segment, branded as “MMI.” As such, information derived from the system could not be relied upon, resulting in management’s inability to assess control activities at a precision level to reasonably prevent or detect errors.

Plan to Remediate Material Weakness in Internal Control over Financial Reporting - MMI

The Company, with oversight by the Audit Committee of the Board, is actively developing and implementing a comprehensive remediation plan that will include the following initiatives:

• Transition MMI off the Navision system and onto NetSuite, our integrated ERP and general ledger system used by all our other business channels.

• Remove administrative capabilities within the ERP system from operational roles.

• Perform segregation of duties analysis over new integrated users and roles within NetSuite.

• Consolidate our enterprise-wide shared service processes with the migration of the MMI business’s accounts payable and accounts receivable functions onto the NetSuite system.

• Develop and/or enhance information technology general and application controls and business process controls specific to MMI.

Remediation of Prior Material Weaknesses in Internal Control over Financial Reporting

Management’s prior evaluations of the effectiveness of the Company’s internal control over financial reporting using the COSO Framework were that internal control over financial reporting were not effective as of December 31, 2023 and December 31, 2022 due to material weaknesses related to its control environment and various COSO Framework components.

Management initiated various remediation efforts in fiscal year 2022, and these efforts continued throughout fiscal years 2023 and 2024.

The following sections discuss these previously identified material weaknesses and their related remediation as of December 31, 2024.

Remediation of Material Weakness in Internal Control over Financial Reporting- Control Environment

Management had previously identified a material weakness due to the Company not maintaining an effective control environment based on the criteria established in the COSO framework.

Contributing to the material weakness in the control environment were:

• Insufficient resources within the accounting and financial reporting department to review the accounting of complex financial reporting transactions including areas such as business combinations, share based compensation and the related income tax reporting.

• Ineffective controls over updating and distributing accounting policies and procedures across the organization.

The control environment material weaknesses contributed to other material weaknesses within our system of internal controls over financial reporting related to the following COSO components:

• Risk Assessment:

The Company did not design and implement an effective risk assessment based on the criteria established in the COSO framework and identified deficiencies in the principles associated with the risk assessment component of the COSO framework.

• Information and Communication:

The Company did not have an effective information and communication process that identified and assessed the source of and controls necessary to ensure the reliability of information used in financial reporting and that communicates relevant information about roles and responsibilities for internal control over financial reporting.

• Monitoring Activities:

The Company did not have effective monitoring activities to assess the operation of internal control over financial reporting, including the continued appropriateness of control design and level of documentation maintained to support control effectiveness.

• Control Activities:

As a consequence of the material weaknesses described above, internal control deficiencies related to the design and operation of process-level controls and general information technology controls were determined to be pervasive throughout the Company’s financial reporting processes.

In addition, the following material weaknesses were previously identified and contributed to the material weakness in control activities:

The Company remediated the above material weakness related to the control environment as follows:

• Engaged a third-party CPA firm to consult with management in redesigning and documenting our internal control over financial reporting, including our entity-level controls, to be compliant with Sarbanes Oxley Act of 2002 (“SOX”).

• Hired a dedicated SOX compliance senior manager and analyst charged with monitoring and facilitating compliance with the Company’s SOX responsibilities and supervising the third-party specialists.

• Enhanced corporate oversight over entity and process level controls to ensure appropriate assignment of authority, responsibility, and accountability.

• Implemented global risk and compliance software to assist in monitoring and documenting compliance with SOX.

• Added personnel and leadership to the accounting and financial reporting department with technical accounting experience to act as internal resources for reviewing complex financial reporting transactions, including areas such as business combinations, share based compensation, and income tax reporting.

• Implemented controls to evaluate, monitor, and review the work of third-party consultants with specialized expertise engaged for complex transactions, including financial advisory support, valuation specialists for impairment analyses, and tax professionals for sales/use and income taxes.

• Completed SOX compliance training to enhance the technical ability and competence of control owners across the organization.

• Updated and formalized policies over significant accounting, finance, information technology, and compliance areas.

Remediation of Material Weakness in Internal Control over Financial Reporting - Risk Assessment

Management previously identified a material weakness related to the failure to design and implement an effective risk assessment based on the criteria established in the COSO framework and related deficiencies in the principles associated with the risk assessment component of the COSO framework.

The Company remediated the above material weakness as follows:

• Performed a comprehensive risk analysis, incorporating quantitative and qualitative factors across the entire organization inclusive of all business segments, applicable systems, and third-party service providers.

• Established materiality thresholds to apply consistent and reliable review precision within applicable control activities.

• Established formal monitoring, review, and communication procedures for newly released accounting pronouncements to ensure appropriate and timely implementation.

• Assessed all critical systems, applications, databases, and interfaces for financial statement impact to ensure the proper design and implementation of related information technology general controls.

Remediation of Material Weakness in Internal Control over Financial Reporting- Information & Communication

Management previously identified a material weakness related to ineffective information and communication processes that could properly identify and assess the source of and controls necessary to ensure the reliability of information used in financial reporting and that communicate relevant information about roles and responsibilities for internal control over financial reporting.

The Company remediated the above material weakness as follows:

• Developed new and revised existing critical system and business process narratives and flowcharts.

• Enhanced the evaluation and review process related to third-parties providing services critical to financial reporting.

• Continued to hold regular Board of Directors meetings throughout the year, including periodic compliance reports to the Audit Committee of the Board of Directors.

• Developed effective communication plans to all parties responsible for remediation relating to, among other things, identification of deficiencies and recommendations for corrective actions.

• Identified and maintained a listing of key reports used in financial reporting.

• Continued to monitor segregation of duties for all key controls and systems related to internal control over financial reporting.

• Formalized financial statement close procedures to document the preparation and review of key processes.

• Enhanced contract management controls to ensure completeness of and proper approval of material contracts.

Remediation of Material Weakness in Internal Control over Financial Reporting- Monitoring Activities

Management previously identified a material weakness related to ineffective monitoring activities to assess the operation of internal control over financial reporting, including the continued appropriateness of control design and the level of documentation maintained to support control effectiveness.

The Company remediated the above material weakness as follows:

• Enhanced review precision definitions for reconciliation controls to ensure proper identification and resolution of variances.

• Incorporated quarterly business reviews into our internal control over financial reporting.

• Established a formal deficiency tracking process, ensuring proper remediation of recommended corrective action.

Remediation of Material Weakness in Internal Control over Financial Reporting- Control Activities

Management previously identified a material weakness related to the design and operation of process-level controls and information technology general controls, which were determined to be pervasive throughout the Company’s financial reporting processes.

Contributing to the material weakness over control activities were:

• Inadequate information and technology general controls, including segregation of duties, change management, and user access, which were inadequate to support financial reporting applications and support automated controls and functionality.

2 unchanged sentences

• Inadequate segregation of duties within human resources, manual journal entry posting processes, and various bank accounts of the Company to prevent and detect unauthorized transactions in a timely manner.

While these material weaknesses did not result in material misstatements of the Company's Consolidated Financial Statements as of and for the year ended December 31, 2023, these material weaknesses create a reasonable possibility that a material misstatement of account balances or disclosures in annual or interim consolidated financial statements may not be prevented or detected in a timely manner.

The Company’s independent registered public accounting firm, Grant Thornton LLP, which audited the 2023 Consolidated Financial Statements included in this Form 10-K, has expressed an adverse opinion on the Company's internal control over financial reporting.

Remediation Plan and Status

Our management is committed to remediating identified control deficiencies (including both those that rise to the level of a material weakness and those that do not), fostering continuous improvement in our internal controls, and enhancing our overall internal controls environment.

We initiated many of our control remediation efforts in fiscal 2022, and these efforts continued throughout 2023, including:

• Engaged a third-party specialist CPA firm to consult with management in redesigning and documenting of our internal controls over financial reporting, including our entity-level controls, to be compliant with Sarbanes Oxley Act of 2002 ("SOX").

• Hired a dedicated controls compliance manager charged with monitoring and facilitating compliance with the Company’s responsibilities under SOX in coordination with the third-party specialist.

• Implemented a global risk and compliance software to assist in monitoring and documenting compliance with SOX.

• Made significant progress related to our control design and assessment, including the identification of risks arising from inappropriate segregation of duties and fraud risks and the development of new controls and revised the design of existing controls to mitigate the aforementioned risks, inclusive of entity-level controls.

• For certain processes, developed new and revised existing process narratives and flowcharts and identified risks inherent to those processes.

• Conducted training sessions with control owners.

• Restructured or consolidated certain business functions to align more closely with effective business operation as well as to enable appropriate segregation of duties.

The Company remediated the above material weakness as follows:

• Implemented new business systems, including an enterprise resource planning software system, to support information technology general controls, appropriate segregation of duties, appropriate journal entry posting processes, change management, and user access.

• Added personnel to the accounting and financial reporting department with technical accounting experience to act as internal resources for reviewing complex financial reporting transactions, including areas such as business combinations, share based compensation, and income tax reporting.

• Continue to engage third party specialists to assist management with complex financial transactions and valuations, including valuation model techniques and inputs such as forecasted, prospective financial information

The following remaining activities are scheduled to occur during our fiscal year 2024 in support of issuing management’s assessment of internal control over financial reporting as of December 31, 2024:

• Testing design and operating effectiveness of newly implemented controls across all financial reporting processes and information technology environments.

• Finalization of risk assessments, control design, and implementation of new and revised controls, inclusive of general information technology controls and entity-level controls, as necessary.

• Ongoing training with control owners.

• Developing effective communication plans to all parties responsible for remediation relating to, among other things, identification of deficiencies and recommendations for corrective actions.

• Providing periodic compliance reports to the Audit Committee of the Board of Directors.

Our management believes that these remediation actions, when fully implemented, will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting.

However, our remediation efforts are ongoing and additional remediation initiatives may be necessary.

We will continue to implement and document the strengthening of existing and the development of new policies, procedures, and internal controls.

Remediation of the identified material weaknesses and strengthening our internal control environment has required and will continue to require a substantial effort throughout 2024.

We will test the ongoing operating effectiveness of the new and existing controls in future periods.

The material weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

While we believe the steps taken to date and those planned for implementation will remediate the ineffectiveness of our internal control over financial reporting, we have not completed all remediation efforts identified herein.

Accordingly, as we continue to monitor the effectiveness of our internal control over financial reporting in the areas affected by the material weaknesses described above, we have and will continue to perform additional procedures prescribed by management, including the use of manual mitigating control procedures and employing any additional tools and resources deemed necessary, to ensure that our Consolidated Financial Statements are fairly stated in all material respects.

• Bolstered information technology general controls across change-management, computer operations, user access, system integrations, error monitoring, and password configuration.

• Implemented quarterly access reviews for in-scope systems.

• Updated and/or drafted significant information technology policies to ensure responsibilities and expectations are defined, communicated, and enforced.

• Significantly enhanced physical inventory count procedures through staggering count dates, adding resources, incorporating roll-forward procedures, and increasing corporate oversight.

• Designed controls specific to business combinations and significant events.

• Continued to engage third-party specialists to assist management with complex financial transactions and valuations, including valuation model techniques and inputs such as forecasted, prospective information.

• Restructured or consolidated certain business functions to align more closely with effective business operation as well as to enable appropriate segregation of duties.

• Performed comprehensive segregation of duties analyses for all key controls and systems related to internal control over financial reporting.

• Enhanced segment review controls to properly identify the Company’s reportable segments, operating segments, and reporting units.

• Strengthened and enhanced our procedures around the search for unrecorded liabilities and cash application controls.

Changes in Internal Control over Financial Reporting

Except for the remediation of the material weaknesses disclosed above, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Other than as provided below, the information required by Items 401, 405, 406, and 407 (c)(3), (d)(4), and (d)(5) of Regulation S-K is incorporated into this Annual Report on Form 10-K by reference to the Company's Definitive Proxy Statement for its 2024 Annual Meeting of Shareholders to be filed within 120 days following December 31, 2023.

All directors of the Company hold office for one-year terms until the election and qualification of their successors.

Officers are appointed by our Board of Directors ("Board") and serve at the discretion of the Board, subject to applicable employment agreements.

The following table sets forth information regarding our directors and executive officers.

Name Age Position

Darren Lampert 63 Chief Executive Officer and Director

Michael Salaman 61 President and Director

Gregory Sanders 35 Chief Financial Officer

Eula Adams 74 Director

Stephen Aiello 63 Director

Paul Ciasullo 64 Director

Darren Lampert has been our Chief Executive Officer, a Director, and the Chairperson of the Board since our inception in 2014.

Lampert began his career in 1986 as a founding member of the law firm of Lampert and Lampert (1986-1999), where he concentrated on securities litigation, NASD (now FINRA) compliance, and arbitration and corporate finance matters.

Lampert has represented clients in actions and investigations brought before government agencies and self-regulatory bodies.

From 1999 to 2014, Mr.

Lampert worked as a portfolio manager and proprietary trader at a number of broker-dealer firms.

From 2010 to 2014, Mr.

Lampert was a private investor.

Lampert graduated in 1982 with a Bachelor of Science degree in business administration from Ithaca College.

Lampert received a J.D.

from Bridgeport University School of Law in 1985.

Lampert was admitted to practice law in New York in 1986 and is also admitted to practice before the United States District Courts for the Southern and Eastern Districts of New York.

Michael Salaman has been our President and a Director since our inception in 2014.

Salaman began his business career as Vice President of Business Development for National Media Corp., an infomercial marketing company in the United States, from 1985 to 1993.

From 1993 to 1995, Mr.

Salaman worked as a consultant.

From 1995 to 2001, Mr.

Salaman started a digital media company called American Interactive Media, Inc., a developer of Web TV set-top boxes and ISP services.

Salaman became the principal officer of that entity, directing its operations as a marketing and distribution company, and in 2005 focused its efforts in the enhanced water business.

Salaman served as the Chairperson of Skinny Nutritional Corp.

from 2002 to 2014 and as Chief Executive Officer and President of Skinny Nutritional Corp.

from 2010 to 2014.

Salaman received a Bachelor of Business Administration degree in business from Temple University in 1986.

Gregory Sanders has been our Chief Financial Officer since August 2022.

Immediately prior, Mr.

Sanders served as Vice President and Corporate Controller at GrowGeneration for nearly five years.

Sanders began his career in 2008 with Enterprise Holdings, one of the nation's largest privately held organizations, where he held nine different positions during his tenure, including Accounting Manager.

From 2014 to 2015, he served as Accounting Manager at Arrow Electronics.

From 2015 to 2018, Mr.

Sanders served as Director of Accounting at Machol & Johannes LLC, where he led accounting, finance, human resources, and administrative functions and supported the organization in its highest ranking financial position.

Sanders holds a B.S.

in Accounting from the University of Minnesota.

Eula Adams has been a Director of the Company since September 2021.

Adams began his career as an auditor at Touche Ross in 1972, eventually becoming an audit partner there (which became Deloitte & Touche following a merger in 1989) until 1991.

From 1991 to 2003, Mr.

Adams worked at First Data Corporation (now Fiserv), holding positions as President of Merchant Services, President of Card Issuer Services and President of Teleservices.

From 2004 to 2006, he served as Senior Vice President of StorageTek, which was acquired in 2006 by Sun Microsystems.

From 2006 to 2008, he served as Senior Vice President of Sun Microsystems Storage Division.

From 2008 to 2013, Mr.

Adams was Chief Operating Officer of Xcore Corporation.

Most recently, Mr.

Adams was Chief Executive Officer and director at Neuromonics, Inc.

from 2013 to 2019.

Adams currently serves on the boards of the White House Historical Association and the Transportation Commission of Colorado and is a former director of Harvest Health and Recreation Inc.

and Your Way Cannabis Brands Inc.

Adams is a graduate of Morris Brown College with a Bachelor of Science degree in accounting, has a Master of Business Administration from Harvard Business School, and is a Certified Public Accountant.

Stephen Aiello has been a Director of the Company since 2014.

From 1986 to 2001, Mr.

Aiello was a partner at Montgomery Securities, where he managed the sales and trading institutional desk.

From 2001 to 2003, he worked at 033 Asset Management, a long/short equity fund where he was responsible for day-to-day trading of the portfolio.

Aiello was a partner at Jones and Company from 2004 to 2008.

Aiello has been a private investor focusing on cannabis and real estate since 2008.

Aiello received a Bachelor of Arts in Psychology from Ithaca College and a Master of Business Administration from Fordham University.

Paul Ciasullo has been a Director of the Company since 2020.

Ciasullo has held a number of Managing Director positions as head of trading at large brokerage firms.

From 2000 to 2004, Mr.

Ciasullo was a founder of and acted as President of CreditSights, Inc., an institutional investment research firm specializing in fixed income research for institutional investors.

From 2005 to 2006, Mr.

Ciasullo was a Managing Director at Soleil Securities Group Inc., responsible for developing a strategy for bringing alternative research such as industry knowledge into a stock research environment.

Ciasullo founded Wallstreet Research Solutions, LLC, which provided sales, marketing and customer account services primarily in partnership with a fixed income research firm specializing in bond and loan covenants called Covenant Review, LLC (with which he had been working to build the business since 2007).

Covenant Review and Wallstreet Research Solutions merged and later re-branded as Fulcrum Financial Data LLC, where Mr.

Ciasullo acted as President of Global Marketing and Sales and was a board member from 2014 to 2018 when the company was sold to Fitch Ratings Services.

He was also a board member of Leafline Labs, LLC from 2018 to 2021.

Ciasullo graduated from Brown University in 1981 with a Bachelor of Arts in Economics and International Relations.

The information required by Items 401, 405, 406, and 407 (c)(3), (d)(4), and (d)(5) of Regulation S-K is incorporated into this Annual Report on Form 10-K by reference to the Company's Definitive Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed within 120 days following December 31, 2024.

EXECUTIVE COMPENSATION

12 unchanged sentences

10.1 GrowGeneration Corp.

2014 Equity Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 as filed on November 9, 2015)

10.2 Form of GrowGeneration Corp.

Stock Option Agreement in connection with the 2014 Equity Incentive Plan (Incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 as filed on November 9, 2015)

10.3 GrowGeneration Corp.

Amended and Restated 2018 Equity Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K for fiscal year ended December 31, 2019 as filed on March 27, 2020)

1 unchanged sentence

Stock Option Agreement in connection with the Amended and Restated 2018 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K for fiscal year ended December 31, 2019 as filed on March 27, 2020)

10.6 Form of Employment Agreement dated September 1, 2022 between GrowGeneration Corp and Darren Lampert (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 1, 2022

10.7 Form of Employment Agreement dated September 1, 2022 between GrowGeneration Corp and Michael Salaman (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on September 1,2022.

10.3 Employment Agreement dated September 30, 2024, between GrowGeneration Corp.

and Darren Lampert (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed on September 30, 2024)

10.4 Employment Agreement dated September 30, 2024, between GrowGeneration Corp.

and Michael Salaman (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed on September 30, 2024)

10.5 Employment Agreement, dated August 12, 2022, between GrowGeneration Corp.

and Gregory Sanders (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed on August 12, 2022)

10.6 Form of Long-Term Incentive Agreement dated April 22, 2024 between GrowGeneration Corp and Darren Lampert (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q as filed on August 8, 2024)

10.7 Form of Long-Term Incentive Agreement dated April 22, 2024 between GrowGeneration Corp and Michael Salaman (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q as filed on August 8, 2024)

10.8 Form of Long-Term Incentive Agreement dated April 22, 2024 between GrowGeneration Corp and Gregory Sanders (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q as filed on August 8, 2024)

19.1 Insider Trading Polic y (Filed herewith.)

21.1 List of Subsidiaries of GrowGeneration Corp.

(Filed herewith.)

23.1 Consent of Plante & Moran, PLLC.

(Filed herewith)

23.1 Consent of Grant Thornton, LLP (Filed herewith)

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32.2 Section 1350 Certification of Principal Financial and Accounting Officer (Filed herewith.)

97 Incentive Compensation Recovery Policy

97 Incentive Compensation Recovery Polic y (Filed herewith .

101.INS XBRL Instance Document (Filed herewith.)

15 unchanged sentences

(Principal Accounting Officer and Principal Financial Officer)

Each of the undersigned officers and directors of GrowGeneration Corp., a Colorado corporation (the "Registrant"), does hereby constitute and appoint Darren Lampert and Gregory Sanders, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Each of the undersigned officers and directors of GrowGeneration Corp., a Colorado corporation (the "Registrant"), does hereby constitute and appoint Darren Lampert and Gregory Sanders, and each of them, as his/her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him/her and in his/her name, place, and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or any of them or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

12 unchanged sentences

Stephen Aiello

/s/ Paul Ciasullo Director March 13, 2024

Paul Ciasullo

/s/ Starlett Carter Director March 13, 2025

Starlett Carter

/s/ Eula Adams Director March 13, 2025

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-K

Item 9A. Controls and Procedures