MARIMED INC. 10-Q

Item 1. Financial Statements MariMed Inc. Condensed Consolidated Balance Sheets (in thousands, except share and per share amounts) (unaudited) September 30, 2025 December 31, 2024 Assets Current assets: Cash and cash equivalents $ 6,596 $ 7,282 Accounts receivable, net of allowances of $ 225 and $ 255 at September 30, 2025 and December 31, 2024, respectively 7,955 8,742 Inventory 40,040 33,488 Deferred rents receivable — 556 Notes receivable, current portion 866 52 Other current assets 4,636 3,389 Total current assets 60,093 53,509 Property and equipment, net 91,253 94,167 Intangible assets, net 18,019 18,639 Goodwill 22,655 15,812 Notes receivable, net of current portion — 840 Operating lease right-of-use assets 7,973 8,730 Finance lease right-of-use assets 4,551 4,073 Other assets 1,055 11,219 Total assets $ 205,599 $ 206,989 Liabilities, mezzanine equity and stockholders’ equity Current liabilities: Mortgages and notes payable, current portion $ 2,323 $ 5,126 Accounts payable 11,241 13,189 Accrued expenses and other 9,026 4,435 Deferred revenue 1,654 1,329 Income taxes payable 28,133 21,922 Operating lease liabilities, current portion 1,982 1,988 Finance lease liabilities, current portion 2,225 2,018 Total current liabilities 56,584 50,007 Mortgages and notes payable, net of current portion 70,863 69,860 Operating lease liabilities, net of current portion 6,833 7,549 4 Table of Contents MariMed Inc. Condensed Consolidated Balance Sheets (continued) (in thousands, except share and per share amounts) (unaudited) September 30, 2025 December 31, 2024 Finance lease liabilities, net of current portion 2,173 1,926 Other liabilities 100 100 Total liabilities 136,553 129,442 Commitments and contingencies Mezzanine equity Series B convertible preferred stock, $ 0.001 par value; 4,908,333 shares authorized, issued and outstanding at September 30, 2025 and December 31, 2024 14,725 14,725 Series C convertible preferred stock $ 0.001 par value; 12,432,432 shares authorized; zero and 1,155,274 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively — 4,275 Total mezzanine equity 14,725 19,000 Stockholders’ equity Undesignated preferred stock, $ 0.001 par value; 32,659,235 shares authorized; zero shares issued and outstanding at September 30, 2025 and December 31, 2024 — — Common stock, $ 0.001 par value; 700,000,000 shares authorized; 394,452,517 and 381,476,581 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively 394 381 Additional paid-in capital 179,057 173,366 Accumulated deficit ( 123,301 ) ( 113,448 ) Noncontrolling interests ( 1,829 ) ( 1,752 ) Total stockholders’ equity 54,321 58,547 Total liabilities, mezzanine equity and stockholders’ equity $ 205,599 $ 206,989 See accompanying notes to the unaudited condensed consolidated financial statements. 5 Table of Contents MariMed Inc. Condensed Consolidated Statements of Operations (in thousands, except per share amounts) (unaudited) Three months ended Nine months ended September 30, September 30, 2025 2024 2025 2024 Revenue $ 40,764 $ 40,595 $ 118,176 $ 118,760 Cost of revenue 24,401 23,813 70,797 68,803 Gross profit 16,363 16,782 47,379 49,957 Operating expenses: Personnel 7,028 7,255 21,761 20,678 Marketing and promotion 1,121 1,827 2,810 5,484 General and administrative 6,592 6,100 19,185 19,044 Acquisition-related and other 145 371 396 805 Bad debt ( 122 ) ( 116 ) 1,522 ( 131 ) Total operating expenses 14,764 15,437 45,674 45,880 Income from operations 1,599 1,345 1,705 4,077 Interest and other (expense) income: Interest expense ( 1,825 ) ( 1,705 ) ( 5,349 ) ( 5,058 ) Interest income 25 25 74 76 Other income (expense), net 19 — 36 ( 50 ) Total interest and other expense, net ( 1,781 ) ( 1,680 ) ( 5,239 ) ( 5,032 ) Loss before income taxes ( 182 ) ( 335 ) ( 3,534 ) ( 955 ) Provision for income taxes 2,759 655 6,281 3,211 Net loss ( 2,941 ) ( 990 ) ( 9,815 ) ( 4,166 ) Less: Net income attributable to noncontrolling interests 7 16 38 34 Net loss attributable to common stockholders $ ( 2,948 ) $ ( 1,006 ) $ ( 9,853 ) $ ( 4,200 ) Net loss per share attributable to common stockholders: Basic $ ( 0.01 ) $ ( 0.00 ) $ ( 0.03 ) $ ( 0.01 ) Diluted $ ( 0.01 ) $ ( 0.00 ) $ ( 0.03 ) $ ( 0.01 ) Weighted average common shares outstanding: Basic 392,613 380,599 388,394 378,449 Diluted 392,613 380,599 388,394 378,449 See accompanying notes to the unaudited condensed consolidated financial statements. 6 Table of Contents MariMed Inc. Condensed Consolidated Statements of Stockholders’ Equity (in thousands, except share amounts) (unaudited) Nine months ended September 30, 2025 Common stock Additional paid-in capital Accumulated deficit Non- controlling interests Total stockholders’ equity Shares Par value Balances at January 1, 2025 381,476,581 $ 381 $ 173,366 $ ( 113,448 ) $ ( 1,752 ) $ 58,547 Release of shares under stock grants 1,525,265 2 ( 2 ) — — — Shares of newly vested common stock surrendered to the Company to satisfy tax withholding obligations ( 108,161 ) — ( 9 ) — — ( 9 ) Conversion of preferred stock to common stock 5,776,370 6 4,269 — — 4,275 Common stock issued under licensing agreement 9,015 — 1 — — 1 Distributions to non-controlling interests — — — — ( 58 ) ( 58 ) Stock-based compensation — — 547 — — 547 Net (loss) income — — — ( 5,511 ) 32 ( 5,479 ) Balances at March 31, 2025 388,679,070 $ 389 178,172 ( 118,959 ) ( 1,778 ) 57,824 Release of shares under stock grants 3,568,940 3 ( 3 ) — — — Shares of newly vested common stock surrendered to the Company to satisfy tax withholding obligations ( 251,631 ) — ( 21 ) — — ( 21 ) Common stock issued under licensing agreement 10,686 — 1 — — 1 Distributions to non-controlling interests — — — — ( 23 ) ( 23 ) Stock-based compensation — — 549 — — 549 Net loss — — — ( 1,394 ) ( 1 ) ( 1,395 ) Balances at June 30, 2025 392,007,065 392 178,698 ( 120,353 ) ( 1,802 ) 56,935 Release of shares under stock grants 2,599,549 2 ( 2 ) — — — Shares of newly vested common stock surrendered to the Company to satisfy tax withholding obligations ( 161,145 ) — ( 22 ) — — ( 22 ) Common stock issued under licensing agreement 7,048 — 1 — — 1 Distributions to non-controlling interests — — — — ( 34 ) ( 34 ) Stock-based compensation — — 382 — — 382 Net (loss) income — — — ( 2,948 ) 7 ( 2,941 ) Balances at September 30, 2025 394,452,517 $ 394 $ 179,057 $ ( 123,301 ) $ ( 1,829 ) $ 54,321 7 Table of Contents MariMed Inc. Condensed Consolidated Statements of Stockholders’ Equity (continued) (in thousands, except share amounts) (unaudited) Nine months ended September 30, 2024 Common stock Additional paid-in capital Accumulated deficit Non- controlling interests Total stockholders’ equity Shares Par value Balances at January 1, 2024 375,126,352 $ 375 $ 171,144 $ ( 100,981 ) $ ( 1,650 ) $ 68,888 Release of shares under stock grants 335,300 — — — — — Common stock issued under licensing agreement 3,614 — 1 — — 1 Distributions to non-controlling interests — — — — ( 46 ) ( 46 ) Stock-based compensation — — 244 — — 244 Net loss (income) — — — ( 1,403 ) 6 ( 1,397 ) Balances at March 31, 2024 375,465,266 375 171,389 ( 102,384 ) ( 1,690 ) 67,690 Release of shares under stock grants 950,707 1 ( 1 ) — — — Shares as purchase consideration - business combination 3,917,267 4 987 — — 991 Standalone warrants issued as payment for services — — 218 — — 218 Common stock issued under licensing agreement 5,550 — 1 — — 1 Distributions to non-controlling interests — — — — ( 37 ) ( 37 ) Stock-based compensation — — 248 — — 248 Net (loss) income — — — ( 1,791 ) 12 ( 1,779 ) Balances at June 30, 2024 380,338,790 $ 380 $ 172,842 $ ( 104,175 ) $ ( 1,715 ) $ 67,332 Release of shares under stock grants 719,462 1 ( 1 ) — — — Shares of newly vested common stock surrendered to the Company to satisfy tax withholding obligations ( 85,071 ) — ( 15 ) — — ( 15 ) Common stock issued under licensing agreement 19,205 — 5 — — 5 Distributions to non-controlling interests — — — — ( 37 ) ( 37 ) Stock-based compensation — — 280 — — 280 Net loss (income) — — — ( 1,006 ) 16 ( 990 ) Balances at September 30, 2024 380,992,386 $ 381 $ 173,111 $ ( 105,181 ) $ ( 1,736 ) $ 66,575 See accompanying notes to the unaudited condensed consolidated financial statements. 8 Table of Contents MariMed Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Nine months ended September 30, 2025 2024 Cash flows from operating activities: Net loss attributable to common stockholders $ ( 9,853 ) $ ( 4,200 ) Net income attributable to noncontrolling interests 38 34 Adjustments to reconcile net loss to cash provided by operating activities: Depreciation and amortization of property and equipment 6,036 5,749 Amortization of intangible assets 2,592 2,065 Stock-based compensation 1,478 772 Amortization of warrants issued as payment for services received — 218 Amortization of debt discount 339 265 Amortization of debt issuance costs 54 55 Payment-in-kind interest 30 151 Bad debt expense (income) 1,522 ( 131 ) Obligations settled with common stock 3 7 Loss (gain) on disposal of assets 245 ( 20 ) Loss on changes in fair value of investments — 145 Changes in operating assets and liabilities: Accounts receivable, net 973 9 Deferred rents receivable 12 55 Inventory ( 2,933 ) ( 9,669 ) Other current assets ( 270 ) 404 Other assets ( 2,707 ) 1,434 Accounts payable ( 2,690 ) 4,220 Accrued expenses and other 2,903 2,786 Deferred revenue 283 240 Income taxes payable 6,211 2,609 Net cash provided by operating activities 4,266 7,198 Cash flows from investing activities: Purchases of property and equipment ( 1,134 ) ( 10,902 ) Business combinations, net of cash acquired, and asset purchases 231 ( 4,250 ) Advances toward future business combinations and asset purchases ( 50 ) — Purchases and renewals of cannabis licenses ( 301 ) ( 663 ) Proceeds from notes receivable 26 13 Return on investment — 44 Proceeds from disposal of assets 45 22 Due from third party — ( 197 ) Net cash used in investing activities ( 1,183 ) ( 15,933 ) 9 Table of Contents MariMed Inc. Condensed Consolidated Statements of Cash Flows (continued) (in thousands) (unaudited) Nine months ended September 30, 2025 2024 Cash flows from financing activities: Proceeds from Construction to Permanent Commercial Real Estate Mortgage Loan — 5,077 Proceeds from mortgages 2,000 1,163 Payment of third-party debt issuance costs in connection with debt ( 9 ) — Principal payments of mortgages ( 1,105 ) ( 207 ) Repayment and retirement of mortgages ( 689 ) — Principal payments of promissory notes ( 2,876 ) ( 783 ) Principal payments of finance leases ( 975 ) ( 1,252 ) Distributions ( 115 ) ( 120 ) Net cash (used in) provided by financing activities ( 3,769 ) 3,878 Net decrease in cash and cash equivalents ( 686 ) ( 4,857 ) Cash and equivalents, beginning of year 7,282 14,645 Cash and cash equivalents, end of period $ 6,596 $ 9,788 Supplemental disclosure of cash flow information: Cash paid for interest $ 5,193 $ 4,901 Cash paid for income taxes $ 72 $ 877 Non-cash activities: Common stock issued as purchase consideration $ — $ 991 Present value of promissory notes issued as purchase consideration $ — $ 3,000 Notes payable issued to purchase property and equipment $ 447 $ 396 Entry into new finance leases $ 1,264 $ 2,816 Write-off of finance leases $ ( 1,112 ) Conversion of preferred stock to common stock $ 4,275 $ 15 Return of stock to the Company in connection with withholding taxes $ 52 $ — Adjustment to purchase price allocation to reclassify certain acquired intangible assets to goodwill $ — $ 3,819 See accompanying notes to the unaudited condensed consolidated financial statements. 10 Table of Contents MariMed Inc. Notes to Condensed Consolidated Financial Statements (unaudited) (1) BASIS OF PRESENTATION Business MariMed Inc. (“MariMed” or the “Company”) is a multi-state cannabis operator in the United States, headquartered in Norwood, Massachusetts, dedicated to improving lives every day through its high quality-products, its actions, and its values. The Company develops, owns and manages seed to sale state-licensed, state-of-the-art, regulatory-compliant facilities for the cultivation, production and dispensing of medical and adult-use cannabis. MariMed has created and continues to develop its own brands of premium cannabis flower, concentrates, edibles and other precision-dosed products utilizing its proprietary strains and formulations. The Company also licenses its proprietary brands, along with other top cannabis products, in domestic markets. Basis of Presentation In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Interim results are not necessarily indicative of results for the full fiscal year or any future interim period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”), which was filed with the U.S. Securities and Exchange Commission (“SEC”) on March 6, 2025. Certain reclassifications have been made to the previously issued financial statements to conform to the current period presentation. Significant Accounting Policies The Company’s significant accounting policies are disclosed in Note 2 to the Consolidated Financial Statements in the Annual Report. There were no material changes to the Company's significant accounting policies during the nine-month period ended September 30, 2025. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of MariMed and its wholly- and majority-owned subsidiaries. Consolidation is effected from the date when control is obtained. All intercompany transactions and balances have been eliminated. Noncontrolling interests represent third-party minority ownership interests in the Company’s majority-owned consolidated subsidiaries. Net income attributable to noncontrolling interests is reported in the condensed consolidated statements of operations, and the value of minority-owned interests is presented as a component of equity within the condensed consolidated balance sheets. Use of Estimates and Judgments The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and judgments relied upon in preparing these condensed consolidated financial statements include accounting for business combinations and asset purchases, inventory valuations, assumptions used to determine the fair value of stock-based compensation, and intangible assets and goodwill. The Company regularly assesses these estimates and records change in estimates in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates or assumptions. 11 Table of Contents Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity date of three months or less to be cash equivalents. The fair values of these investments approximate their carrying values. The Company had $ 0.3 million of cash held in escrow at each of September 30, 2025 and December 31, 2024, respectively. Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments approximate their fair values and include cash equivalents, accounts receivable, deferred rents receivable, notes receivable, term loans, mortgages and notes payable, and accounts payable. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tier fair value hierarchy is based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: • Level 1 . Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. • Level 2 . Level 2 applies to assets or liabilities for which there are inputs that are directly or indirectly observable in the marketplace, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets). • Level 3 . Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Bad Debt Expense The Company recorded $ 0.1 million of credits to bad debt expense and $ 1.5 million of bad debt expense in the three and nine months ended September 30, 2025, respectively. The nine-month amount included $ 1.5 million of expense to fully reserve amounts due from two credit card service providers (the "Service Provider Receivables"). Of the $ 1.5 million of Service Provider Receivables, $ 1.3 million and the related reserve were included as components of Other assets and $ 0.2 million and the related reserve were included as components of Accounts Receivable in the condensed consolidated balance sheet at September 30, 2025. At December 31, 2024, the Service Provider Receivables were included as components of Cash. The Company recorded $ 0.1 million of credits to bad debt expense in each of the three and nine months ended September 30, 2024. Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, Accounting Standards Updates (“ASUs”) and does not believe that the future adoption of any such ASUs will have a material impact on its financial condition or results of operations. (2) BUSINESS COMBINATIONS AND ASSET PURCHASES Business Combination First State Compassion Center On July 1, 2023 (the "Omnibus Agreement Date"), the Company entered into an Omnibus Agreement (the "Omnibus Agreement") with First State Compassion Center ("FSC"): (a) consolidating all amounts owed by FSC to the Company and 12 Table of Contents its affiliated entities as described below, aggregating $ 11.0 million; (b) providing for the automatic conversion of all amounts owed by FSC to the Company, upon the approval of adult cannabis use in Delaware, into 100 % ownership of FSC's licenses and business; and (c) extending to FSC, in the Company's sole discretion, up to an additional $ 2.0 million of working capital loans. The Omnibus Agreement had a term of five years , with an automatic five-year extension if adult cannabis was not approved in Delaware by the maturity date, and bore interest, compounded semiannually and payable annually, at the appropriate rate of interest in effect under Sections 1274(d), 482 and 7872 of the Internal Revenue Code of 1986, as amended, as calculated under Rev. Ruling 86-17, 1986-1 C.B. 377, for the period for which the amount of interest was being determined. The State of Delaware recently approved the adult use of cannabis, and the acquisition of FSC by the Company (the "FSC Acquisition") was completed effective March 1, 2025 (the "FSC Acquisition Date"). Effective on the FSC Acquisition Date, the amount owed by FSC to the Company was treated as purchase consideration as part of the purchase accounting for FSC (the "FSC Consideration"). This amount was included as a component of Other assets in the condensed consolidated balance sheet at December 31, 2024. The Company's condensed consolidated statement of operations for the three and nine months ended September 30, 2025 included revenue of $ 3.9 million and $ 7.1 million, respectively, and $ 2.4 million and $ 0.8 million of net income, respectively, attributable to FSC for the periods since the FSC Acquisition Date. The FSC Acquisition has been accounted for as a business combination. During the three months ended September 30, 2025, the Company recorded reductions of $ 0.2 million to current assets, net of cash acquired, $ 0.6 million to the tradenames and trademarks intangible asset and $ 1.4 million to the customer base intangible asset, and an increase of $ 0.4 million to assumed accrued expenses. These amounts were offset by an increase of $ 2.6 million to goodwill. A summary of the preliminary allocation of the FSC Consideration to the acquired and identifiable intangible assets as of September 30, 2025 is as follows (in thousands): Fair value of consideration transferred: Release of FSC obligation to the Company under the Omnibus Agreement $ 11,401 Less cash acquired ( 231 ) Total fair value of consideration $ 11,170 Fair value of assets acquired and (liabilities assumed): Current assets, net of cash acquired $ 3,952 Property and equipment 1,104 Intangible assets: Tradename and trademarks 570 Customer base 1,402 Goodwill 6,843 Other assets 5 Current liabilities ( 2,706 ) Fair value of net assets acquired $ 11,170 The Company is amortizing the identifiable intangible assets arising from the FSC Acquisition in relation to the expected cash flows from the individual intangible assets over their respective useful lives, which have a weighted average life of 5.84 years (see Note 8). Goodwill results from assets not separately identifiable as part of the transaction and is not deductible for tax purposes. The following unaudited pro forma information presents the condensed combined results of MariMed and FSC for the three and nine months ended September 30, 2025 and 2024 as if the FSC Acquisition had been completed on January 1, 2024, with adjustments to give effect to pro forma events that are directly attributable to the FSC Acquisition. These pro forma adjustments include amortization of acquired intangibles arising from the FSC Acquisition, the reversal of income recognized by MariMed attributable to FSC as its managed client, and the reversal of expense recorded by FSC in connection with its management agreement with MariMed. The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings that may result from the consolidation of the operations of MariMed and FSC. Accordingly, these unaudited pro forma results are presented for illustrative purposes and are not intended to represent or be indicative of the actual results that would have been achieved had the FSC Acquisition occurred on January 1, 2024, nor are they intended to represent or be indicative of future results of 13 Table of Contents operations. These unaudited pro forma results for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands): Three months ended Nine months ended September 30, September 30, 2025 2024 2025 2024 (unaudited) Revenue $ 40,764 $ 42,730 $ 119,344 $ 124,994 Net loss $ ( 4,036 ) $ ( 1,440 ) $ ( 15,093 ) $ ( 6,745 ) Valuation of Acquired Intangible Assets The valuation of acquired intangible assets is inherently subjective and relies on significant unobservable inputs. The Company uses an income approach to value acquired tradenames and trademarks, licenses and customer bases, and non-compete intangible assets. The valuation for each of these intangible assets is based on estimated projections of expected cash flows to be generated by the assets discounted to the present value at discount rates commensurate with perceived risk. The valuation assumptions take into consideration the Company’s estimates of new markets, products and customers and its outcome through key assumptions driving asset values, including sales growth, royalty rates and other related costs. Asset Purchases Allgreens In August 2022, the Company entered into an agreement to purchase 100 % of the membership interests in Allgreens Dispensary, LLC (the "Allgreens Agreement"), the owner of a conditional adult-use cannabis dispensary license in Illinois, for $ 3.25 million, comprised of $ 2.25 million of cash and a promissory note for $ 1.0 million, which note was issued to the Allgreens members (the "Allgreens Notes") upon closing of the transaction on April 9, 2024 (the "the Allgreens Acquisition Date"). Completion of the acquisition was dependent upon certain conditions, including resolution of any remaining legal challenges affecting nearly 200 social equity dispensary licenses, and regulatory approval of the acquisition. With the closing conditions met and the acquisition completed, the Company now owns and operates five adult-use dispensaries in Illinois. For the interim period until the acquisition was completed, the Company entered into a management agreement with Allgreens, with the management fees calculated as a percentage of Allgreens' revenue. Under this management agreement, the Company funded the build-out of the dispensary, including purchasing and retaining ownership of the related fixed assets it intended to use upon the transfer of ownership to the Company, hired and trained employees, and implemented the processes necessary to run the dispensary, all of which was completed prior to the state's approval of the license transfer to the Company. Pursuant to the Allgreens Agreement, the Company made payments aggregating $ 1,375,000 to the Allgreens members prior to the Allgreens Acquisition Date. On the Allgreens Acquisition Date, the Company made the final cash payment of $ 875,000 and issued promissory notes in the aggregate principal amount of $ 1.0 million (the "Allgreens Notes") to the sellers. The Allgreens Notes bore interest at a rate of 7.5 % per annum and matured one year from the date the dispensary was permitted to commence operations. In April 2025, the Company and the former owners of Allgreens agreed to revise the repayment terms of the Allgreens Notes. Pursuant to that agreement, the Company made a payment of $ 175,000 on April 16, 2025, with additional payments aggregating $ 130,000 , $ 300,000 and $ 400,000 , respectively, every thirty days thereafter. The Company made the final payment of $ 400,000 in July 2025 and accordingly, the Allgreens Notes were satisfied in full. The Company has allocated the purchase price, including the Allgreens Expenses, to its licenses intangible asset, with an estimated useful life of 10 years (see Note 8). Our Community Wellness & Compassionate Care Center, Inc. ("MedLeaf") On February 1, 2024 (the "P&S Date"), the Company entered into an agreement to acquire 100 % of the membership interests of MedLeaf (the "MedLeaf Agreement"), which held a retail dispensary license in Maryland. The MedLeaf dispensary had ceased its operations since July 1, 2023. On April 5, 2024, the Company consummated its acquisition of 100 % of the membership interests in MedLeaf (the "MedLeaf Acquisition Date"). Upon receiving regulatory approval, the Company reopened the dispensary and commenced adult-use retail sales on August 19, 2024. The acquisition of MedLeaf provided the Company with a second dispensary in the state of Maryland. 14 Table of Contents Pursuant to the MedLeaf Agreement, total purchase consideration was $ 5.25 million, comprised of $ 2.0 million of cash with adjustments to reflect amounts owed to the Company by the sellers of MedLeaf (the "MedLeaf Sellers"), a $ 2.0 million promissory note (the "MedLeaf Note"), and shares of the Company's common stock, valued at $ 1.25 million, with such number of shares calculated using the volume weighted average price based on the ten trading day period ending on the P&S Date. The Company made cash payments aggregating $ 0.5 million through the P&S Date, which funds were deposited into escrow. On the MedLeaf Acquisition Date, the escrowed funds were released, the outstanding cash balance was paid and the MedLeaf Note and 3.9 million shares of the Company's common stock were issued. The MedLeaf Note bore interest at a rate of 8.0 % per annum and was scheduled to mature on October 5, 2025. It called for six equal quarterly payments beginning on July 5, 2024. The Company made the final payment in September 2025, satisfying the MedLeaf Note in full. The Company has allocated the purchase price to its licenses intangible asset, with an estimated useful life of 10 years (see Note 8). Disposition of Missouri Operations and Exit from Pending Transaction Robust Missouri Process and Manufacturing, LLC ("Robust") In September 2022, the Company entered into an agreement to acquire 100 % of the membership interests in Robust Missouri Processing and Manufacturing 1, LLC, a Missouri wholesale and cultivator ("Robust"), for $ 700,000 in cash (the "Robust Agreement"). Completion of the acquisition was dependent upon obtaining all requisite approvals from the Missouri Department of Health and Senior Services. In August 2024, the State of Missouri approved a facility license to conduct business, but had not yet approved the application to transfer the license from Robust to the Company (the "License Transfer"). The Company was conducting business under a managed service agreement until the final approval of the License Transfer. Pursuant to the Robust Agreement, the Company made an initial advance payment of $ 350,000 , with the balance due at closing, which was to occur upon the State of Missouri's approval of the License Transfer. On October 28, 2025, the Company announced that it had completed a strategic review of its Missouri business operations and had decided to exit that market, effective that day. For additional information, please see Note 19. (3) EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares outstanding during the period. For periods in which the Company reports net income, diluted net income per share is determined by using the weighted average number of common and dilutive common equivalent shares outstanding during the period, unless the effect is antidilutive. The shares used to compute loss per share were as follows (in thousands): Three months ended Nine months ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Weighted average shares outstanding - basic 392,613 380,599 388,394 378,449 Potential dilutive common shares — — — — Weighted average shares outstanding - diluted 392,613 380,599 388,394 378,449 15 Table of Contents (4) INVENTORY Inventory at September 30, 2025 and December 31, 2024 consisted of the following (in thousands): September 30, 2025 December 31, 2024 Plants $ 7,606 $ 10,600 Ingredients and other raw materials 9,505 7,785 Work-in-process 12,172 4,759 Finished goods 10,757 10,344 $ 40,040 $ 33,488 (5) DEFERRED RENTS RECEIVABLE Through February 28, 2025, the Company was the lessor under operating leases which contained escalating rents over time, rent holidays, options to renew, and requirements to pay property taxes, insurance and/or maintenance costs. The Company leased a cannabis cultivation, processing and dispensary facility that it owns in Delaware to FSC under a triple net lease that expired. The Company also subleased three properties to FSC - a cannabis production facility with offices, a dispensary, and a portion of a third property that it developed into a cultivation facility. The Company acquired FSC on March 1, 2025 (see Note 2). In connection with the FSC Acquisition, the Company ceased receiving rental payments and recognizing rental income from FSC related to these properties. The Company recognized fixed rental receipts from such lease agreements on a straight-line basis over the expected lease term. Differences between amounts received and amounts recognized were recorded in Deferred rents receivable in the condensed consolidated balance sheets. The Company is not the lessor under any finance leases. The Company received rental payments and recognized rental income of $ 0.2 million in the nine months ended September 30, 2025, all of which was recorded in the three months ended March 31, 2025. The Company received rental payments aggregating $ 0.3 million and $ 0.9 million in the three and nine months ended September 30, 2024, respectively. These payments were recognized as revenue on a straight-line basis. (6) NOTE RECEIVABLE AND OMNIBUS AGREEMENT Note Receivable At September 30, 2025 and December 31, 2024, the Company had a note receivable from Healer LLC, an entity that provides cannabis education, dosage programs and products developed by Dr. Dustin Sulak ("Healer"), of approximately $ 866,000 and $ 892,000 , respectively. The note bears interest at 6 % per annum and requires quarterly payments of interest through the April 2026 maturity date. As of September 30, 2025, all interest payments were current. The Company has the right to offset any licensing fees payable by the Company to Healer in the event Healer fails to make any payment when due. Omnibus Agreement The amount due under the Omnibus Agreement, which was included as a component of Other assets in the condensed consolidated balance sheet at December 31, 2024, was treated as purchase consideration in connection with the FSC Acquisition (see Note 2). 16 Table of Contents (7) PROPERTY AND EQUIPMENT, NET The Company’s property and equipment, net, at September 30, 2025 and December 31, 2024 was comprised of the following (in thousands): September 30, 2025 December 31, 2024 Land $ 6,151 $ 6,151 Buildings and building improvements 56,770 55,833 Tenant improvements 31,436 31,894 Furniture and fixtures 2,208 2,225 Machinery and equipment 19,582 19,629 Construction in progress 593 80 116,740 115,812 Less: accumulated depreciation ( 25,487 ) ( 21,645 ) Property and equipment, net $ 91,253 $ 94,167 The Company recorded depreciation expense related to property and equipment of $ 2.1 million and $ 1.8 million in the three months ended September 30, 2025 and 2024, respectively, and $ 6.0 million and $ 5.7 million in each of the nine months ended September 30, 2025 and 2024, respectively. During the nine months ended September 30, 2025, the Company wrote off property and equipment with an original cost aggregating $ 1.5 million, the majority of which was fully depreciated. The Company recognized a loss on these write-offs of $ 0.2 million. (8) INTANGIBLE ASSETS AND GOODWILL The Company’s acquired intangible assets at September 30, 2025 and December 31, 2024 consisted of the following (in thousands): September 30, 2025 Weighted average amortization period (years) Cost Accumulated amortization Net carrying value Tradenames and trademarks 5.64 $ 3,729 $ 3,084 $ 645 Licenses and customer base 8.68 23,955 6,581 17,374 Non-compete agreements 2.00 42 42 — 8.23 $ 27,726 $ 9,707 $ 18,019 December 31, 2024 Weighted average amortization period (years) Cost Accumulated amortization Net carrying value Tradenames and trademarks 7.38 $ 3,159 $ 2,466 $ 693 Licenses and customer base 7.96 22,553 4,607 17,946 Non-compete agreements 2.00 42 42 — 7.89 $ 25,754 $ 7,115 $ 18,639 17 Table of Contents Estimated future amortization expense for the Company’s intangible assets at September 30, 2025 was as follows: Year ending December 31, Remainder of 2025 $ 810 2026 2,961 2027 2,867 2028 2,709 2029 2,230 Thereafter 6,442 Total $ 18,019 The changes in the carrying value of the Company’s goodwill in the nine months ended September 30, 2025 and 2024 were as follows (in thousands): 2025 2024 Balance at January 1, $ 15,812 $ 11,993 FSC Acquisition 6,843 — Adjustments to Ermont purchase price allocation* — 3,819 Balance at September 30, $ 22,655 $ 15,812 * In connection with the finalization of the purchase price allocation in the first quarter of 2024 related to the 2023 acquisition of Ermont, Inc., the Company recorded reclassifications between its Tradenames and trademarks intangible asset, Licenses and customer base intangible asset, and Goodwill. (9) DEBT Mortgages and Notes Payable The Company’s mortgages and notes payable are reported in the aggregate on the condensed consolidated balance sheets under the captions Mortgages and notes payable, current portion, and Mortgages and notes payable, net of current portion. 18 Table of Contents The Company’s mortgage and notes payable balances at September 30, 2025 and December 31, 2024 were comprised of the following (in thousands): September 30, 2025 December 31, 2024 Construction to Permanent Commercial Real Estate Mortgage Loan ("CREM Loan"), net of debt discount of $ 1,405 and $ 1,460 at September 30, 2025 and December 31, 2024, respectively $ 56,324 $ 57,136 Bank of New England - Wilmington, DE property 983 1,086 DuQuoin State Bank - Anna, IL and Harrisburg, IL properties — 689 DuQuoin State Bank - Anna, IL and Harrisburg, IL properties (refinanced) 1,990 — DuQuoin State Bank - Metropolis, IL property 2,372 2,427 DuQuoin State Bank - Mt. Vernon, IL property (retail) 1,111 1,139 Du Quoin State Bank - Mt. Vernon, IL property (grow and production) 2,829 2,872 Promissory note issued as purchase consideration - Ermont Acquisition, net of debt discount of $ 1,502 and $ 1,801 at September 30, 2025 and December 31, 2024, respectively 3,175 2,949 Promissory note issued as purchase consideration - Greenhouse Naturals Acquisition, net of debt discount of $ 526 and $ 567 at September 30, 2025 and December 31, 2024, respectively 3,522 3,791 Promissory notes issued as purchase consideration - MedLeaf Acquisition — 1,377 Promissory note issued as purchase consideration - Allgreens Acquisition — 1,000 Promissory note issued to purchase land 352 352 Promissory notes issued to purchase motor vehicles 196 168 Promissory note issued to purchase other machinery and equipment 332 — Total mortgages and notes payable 73,186 74,986 Less: Mortgages and notes payable, current portion ( 2,323 ) ( 5,126 ) Mortgages and notes payable, net of current portion $ 70,863 $ 69,860 Mortgages CREM Loan On November 16, 2023, Mari Holdings MD LLC, Hartwell Realty Holdings LLC, Kind Therapeutics USA, LLC, ARL Healthcare Inc., and MariMed Advisors, Inc., each a wholly-owned direct or indirect subsidiary of the Company (collectively, the "CREM Borrowers"), entered into a Loan Agreement (the "CREM Loan Agreement") by and among the CREM Borrowers, and Needham Bank, a Massachusetts co-operative bank (the "CREM Lender") pursuant to which the CREM Lender loaned to the CREM Borrowers an aggregate principal amount of $ 58.7 million (the "CREM Loan Transaction"). The Company guaranteed the obligations of the CREM Borrowers under the CREM Loan Transaction and pledged to the CREM Lender its equity ownership in each CREM Borrower. The CREM Lender has a first priority security interest in all of the CREM Borrowers' operating assets in Maryland and Massachusetts and first priority mortgages on the CREM Borrowers' properties owned in Maryland and Massachusetts. The CREM Loan Transaction is for a term of ten years and has an interest rate for the initial five years of 8.43 % per annum. The interest rate will reset after five years to the FHLB Rate (the Classic Advance Rate for Fixed Rate advances for a period of five years for an amount greater than or equal to the loan amount, as such rate is defined and published by the Federal Home Loan Bank of Boston), plus 3.50 %. The Company made interest-only payments for the first twelve months of the term of the loan, with payments thereafter based upon a twenty-year amortization schedule. The CREM Lender initially released $ 52.8 million to the CREM Borrowers (the "Initial CREM Distribution"), with the remaining proceeds of $ 5.9 million placed into escrow to complete the expansion of the Company's Hagerstown, Maryland cultivation facility (the "Hagerstown Facility"), with any unused proceeds to be released to the Company after completion of the Hagerstown Facility expansion. The Company used $ 46.8 million of the Initial CREM Distribution to fully repay certain of its outstanding debt obligations. These payments were comprised of $ 32.7 million to pay off its previous term loan administered by Chicago Atlantic Admin, LLC, $ 11.9 million to pay off the mortgage with Bank of New England for 19 Table of Contents the New Bedford, MA and Middleborough, MA properties, and $ 2.2 million to reduce the outstanding balance of the note issued by the Company in connection with the Ermont Acquisition. The Company incurred bank closing costs and third party costs (i.e., legal fees, etc.) aggregating $ 1.5 million in connection with the CREM Loan Transaction, which were recorded as a discount to the Loan Transaction (the "CREM Closing Costs Discount"), and which are being amortized to interest expense over the term of the CREM Loan Transaction. The Company recorded approximately $ 18,000 of interest amortization in each of the three months ended September 30, 2025 and 2024, and approximately $ 48,000 in each of the nine months ended September 30, 2025 and 2024 related to the CREM Closing Costs Discount. The CREM Loan Agreement includes customary representations and warranties and customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to material indebtedness, and events of bankruptcy and insolvency. The CREM Loan Agreement also includes customary negative covenants limiting the CREM Borrowers' (but not the Company's) ability to incur additional indebtedness and grant liens that are otherwise not permitted, among others. The CREM Loan Agreement also requires the CREM Borrowers to meet certain periodic financial tests. During the nine months ended September 30, 2025, the Company made payments aggregating $ 4.6 million, comprised of $ 0.9 million of principal and $ 3.7 million of interest. During the nine months ended September 30, 2024, the Company received $ 5.1 million of the amount previously held back by the CREM Lender and made interest-only payments aggregating $ 4.0 million. The current portion of the outstanding principal balance of the CREM Loan was $ 1.2 million at each of September 30, 2025 and December 31, 2024. Bank of New England (Wilmington, DE) The Company maintains a mortgage with Bank of New England in connection with the 2016 purchase of a building in Wilmington, DE, which was developed into a cannabis seed to sale facility. The mortgage matures in 2031, with monthly principal and interest payments at a rate of 5.25 % per annum, with the rate adjusting every five years to the then- prime rate plus 1.5 %, with a floor of 5.25 % per annum. The next interest rate adjustment will occur in September 2026. The current portion of the outstanding principal balance under this mortgage at September 30, 2025 and December 31, 2024 was approximately $ 146,000 and $ 140,000 , respectively. DuQuoin State Bank (Anna, IL and Harrisburg, IL) In May 2016, the Company entered into a loan and mortgage agreement with DuQuoin State Bank ("DSB") for the purchase of properties in Anna, IL and Harrisburg, IL (the "DSB Original Mortgage"), which the Company developed into two free-standing retail dispensaries. On May 5th of each year, this mortgage is due to be repaid unless it is renewed for another year at a rate determined by DSB’s executive committee. The mortgage was renewed in May 2024 at a rate of 9.5 % per annum. The current portion of the outstanding principal balance under this mortgage at December 31, 2024 was approximately $ 27,000 . In May 2025, the Company refinanced this mortgage with DSB at a rate of 9.5 % per annum (the "DSB Refinance Mortgage"). The DSB Refinance Mortgage matures in May 2045. The Company used $ 0.7 million of the proceeds from the DSB Refinance Mortgage to retire the DSB Original Mortgage. At September 30, 2025, the current portion of the outstanding principal balance under the DSB Refinance Mortgage was approximately $ 36,000 . DuQuoin State Bank (Metropolis, IL) In July 2021, the Company purchased the land and building in which it operates its cannabis dispensary in Metropolis, Illinois. In connection with this purchase, the Company entered into a loan and mortgage agreement with DSB in the amount of $ 2.7 million that matures in July 2041, and which currently bears interest at a rate of 11.25 % per annum, which rate is adjusted each year based on a certain interest rate index plus a margin. As part of this transaction, the seller was provided with a 30.0 % ownership interest in Mari Holdings Metropolis LLC (“Metro”), the Company’s subsidiary that owns the property and holds the related mortgage obligation, reducing the Company’s ownership interest in Metro to 70.0 %. The current portion of the outstanding principal balance of this mortgage at September 30, 2025 and December 31, 2024 was approximately $ 48,000 and $ 56,000 , respectively. 20 Table of Contents DuQuoin State Bank (Mt. Vernon, IL) In July 2022, Mari Holdings Mt Vernon LLC, a wholly owned subsidiary of the Company, entered into a $ 3.0 million loan and mortgage agreement with DSB secured by property owned by the Company in Mt. Vernon, Illinois, which it is developing into a grow and production facility. The mortgage has a 20 -year term and currently bears interest at the rate of 11.25 % per annum, subject to adjustment on each annual anniversary date to the Wall Street Journal U.S. Prime Rate (with an interest rate floor of 7.75 %). The proceeds of the loan were utilized for the build-out of the property and for working capital purposes. The current portion of the outstanding principal balance of this mortgage was approximately $ 46,000 and $ 61,000 at September 30, 2025 and December 31, 2024, respectively. DuQuoin State Bank (Mt. Vernon, IL) In February 2020, the Company entered into a loan and mortgage agreement with South Porte Bank for the purchase and development of a property in Mt. Vernon, Illinois. Beginning in August 2021, pursuant to an amendment of the South Porte Bank Mortgage, the monthly payments of principal and interest aggregated approximately $ 6,000 , with such payment amounts effective through June 2023, at which time all remaining principal, interest and fees were due. On May 26, 2023, the Company repaid the outstanding balance on this mortgage, which totaled approximately $ 778,000 . In January 2024, the Company refinanced this property and entered into a $ 1.2 million loan and mortgage agreement with DSB. The mortgage has a 17-year term and bears interest at a rate of 9.50 % per annum. The current portion of the outstanding principal balance of this mortgage was approximately $ 27,000 and $ 31,000 at September 30, 2025 and December 31, 2024, respectively. Promissory Notes Promissory Notes Issued as Purchase Consideration Ermont In connection with the March 9, 2023 acquisition of Ermont Inc., the Company issued a promissory note to the sellers in the principal amount of $ 7.0 million the ("Ermont Note"). The Ermont Note matures in March 2029, and bears interest at a rate of 6.0 % per annum, with payments of interest-only for two years , and quarterly payments of principal and interest in arrears thereafter. The outstanding balance on the Ermont Note is subject to prepayment in full in the event the Company raises $ 75.0 million or more of equity capital. The Company recorded the Ermont Note at a present value of $ 4.6 million. This amount is net of the $ 2.4 million recorded as a debt discount, which is being accreted through the term of the Ermont Note to interest expense. As discussed above, on November 26, 2023, the Company used $ 2.2 million of the proceeds from the CREM Loan Transaction to reduce the outstanding balance of the Ermont Note. The difference between the face value of the Ermont Note and the present value recorded at the time of the Ermont Acquisition is being amortized to interest expense over the term of the Ermont Note. The fair value of the Ermont Note was $ 3.2 million and $ 2.9 million at September 30, 2025 and December 31, 2024, respectively. The current portion of the outstanding principal balance of the Ermont Note was $ 0.1 million and $ 0.5 million at September 30, 2025 and December 31, 2024, respectively. Greenhouse Naturals LLC In December 2022, the Company completed the acquisition from Greenhouse Naturals LLC of the assets associated with a cannabis dispensary in Beverly, Massachusetts (the "Beverly Dispensary"). In connection with this transaction, the Company issued a $ 5.0 million promissory note to the sellers, payable on a monthly basis as a percentage of the monthly gross sales of the Beverly Dispensary (the "Greenhouse Naturals Note"). The Company recorded $ 0.7 million as a debt discount, which is being accreted to interest expense through the term of the Greenhouse Naturals Note, which matures in July 2026. The fair value of the Greenhouse Naturals Note was $ 3.5 million and $ 3.8 million at September 30, 2025 and December 31, 2024, respectively. The Company estimated that the current portion of the Greenhouse Naturals Note was $ 0.4 million and $ 0.8 million at September 30, 2025 and December 31, 2024, respectively. MedLeaf In connection with the MedLeaf Acquisition, the Company issued the MedLeaf Note, totaling $ 2.0 million (See Note 2). The MedLeaf Note bore interest at a rate of 8.0 % per annum and was scheduled to mature on October 5, 2025. It called for six equal quarterly payments beginning on July 5, 2024. The Company made the final payment in September 2025, 21 Table of Contents satisfying the MedLeaf Note in full. The MedLeaf Note had an outstanding balance of $ 1.4 million at December 31, 2024, all of which was recorded as current. Allgreens In connection with the Allgreens Acquisition, the Company issued promissory notes aggregating $ 1.0 million (See Note 2). The Allgreens Notes bear interest at a rate of 7.5 % per annum and would mature one year from the date that the dispensary was permitted to commence operations. In April 2025, the Company and the former owners of Allgreens agreed to revise the repayment terms of the Allgreens Notes. Pursuant to that agreement, the Company made a payment of $ 175,000 on April 16, 2025, with additional payments aggregating $ 130,000 , $ 300,000 and $ 400,000 , respectively, every thirty days thereafter. The Company made the final payment of $ 400,000 in July 2025 and accordingly, the Allgreens Notes were satisfied in full. The Allgreens Notes had an aggregate outstanding balance of $ 1.0 million at December 31, 2024, all of which was recorded as current, and which was in default. Promissory Notes Issued to Purchase Property and Equipment The Company had six outstanding promissory notes in connection with the purchase of commercial motor vehicles at September 30, 2025 and five such outstanding promissory notes at December 31, 2024. At September 30, 2025, the outstanding notes had an aggregate outstanding balance of approximately $ 196,000 , of which approximately $ 45,000 was current. At December 31, 2024, the outstanding notes had an aggregate outstanding balance of approximately $ 168,000 , of which approximately $ 36,000 was current. The weighted average interest rates of the outstanding balances were 11.07 % and 11.38 % at September 30, 2025 and December 31, 2024, respectively. The weighted average remaining terms of these notes were 4.26 years and 4.27 years at September 30, 2025 and December 31, 2024, respectively. The Company had an outstanding note in connection with the purchase, in the second quarter of 2024, of a parking lot adjacent to its Middleborough, MA dispensary totaling $ 352,000 (the "Middleborough Note") at both September 30, 2025 and December 31, 2024. The Middleborough Note bears interest at a rate of 4.0 % per annum, with monthly interest-only payments and a balloon payment for the entire principal amount due on February 1, 2029. In May 2025, the Company issued a promissory note in the amount of $ 392,950 in connection with the purchase of certain machinery and equipment (the "M&E Note"). The M&E Note bears interest at an imputed rate of 15.7 % per annum, and matures in May 2027. The current portion of the M&E Note was approximately $ 163,000 at September 30, 2025. Future Payments The future principal amounts due under the Company's outstanding mortgages and notes payable at September 30, 2025 were as follows (in thousands): Year ending December 31, Remainder of 2025 $ 557 2026 2,451 2027 2,909 2028 2,939 2029 7,183 Thereafter 60,197 Total future principal payments 76,236 Less: discount ( 3,050 ) Total future principal payments, net of discount $ 73,186 22 Table of Contents (10) MEZZANINE EQUITY Series B Convertible Preferred Stock The Company had 4,908,333 shares of Series B Convertible Preferred Stock (the "Series B Stock") outstanding at both September 30, 2025 and December 31, 2024, which shares are held by three institutional shareholders. The holders of Series B Stock (the “Series B Holders”) are entitled to cast a number of votes equal to the number of shares of the Company's common stock into which the shares of Series B Stock are convertible, together with the holders of the Company's common stock as a single class, on most matters. However, the affirmative vote or consent of the Series B Holders voting separately as a class is required for certain acts taken by the Company, including an amendment or repeal of certain charter provisions, liquidation or winding up of the Company, creation of stock senior to the Series B Stock, and/or other acts defined in the certificate of designation. The Series B Stock shall, with respect to dividend rights and rights on liquidation, winding up and dissolution, rank senior to the Company’s common stock. The Company shall not declare, pay, or set aside any dividends on shares of any other class or series of capital stock of the Company unless the Series B Holders shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B Stock in an amount calculated pursuant to the certificate of designation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the Series B Holders shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of the Company's common stock by reason of their ownership thereof, an amount per share of Series B Stock equal to $ 3.00 , plus any dividends declared but unpaid thereon, with any remaining assets distributed pro-rata among the Series B Holders and the holders of the Company's common stock, based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted into shares of the Company's common stock. At any time on or prior to February 28, 2026, the six-year anniversary of the 2020 issuance date of the Series B Stock, (i) the Series B Holders have the option to convert their shares of Series B Stock into shares of the Company's common stock at a conversion price of $ 3.00 per share, without the payment of additional consideration, and (ii) the Company has the option to convert all, but not less than all, shares of Series B Stock into shares of the Company's common stock at a conversion price of $ 3.00 if the daily volume weighted average price of the Company's common stock (the “VWAP”) exceeds $ 4.00 per share for at least twenty consecutive trading days prior to the date on which the Company gives notice of such conversion to the Series B Holders. On the day following the six-year anniversary of the issuance of the Series B Stock (February 28, 2026), all outstanding shares of Series B Stock ( 4,908,333 shares) shall automatically convert into shares of the Company's common stock as follows: If the sixty-day VWAP is less than or equal to $ 0.50 per share, the Company shall have the option to: • convert all shares of Series B Stock into shares of the Company's common stock at a conversion ratio of 1 :1 ( 4,908,333 shares), subject to adjustment upon the occurrence of certain events, and pay cash to the Series B Holders equal to the difference between the sixty-day VWAP and $ 3.00 per share; or • pay cash to the Series B Holders equal to $ 3.00 per share ($ 14,725,000 ). If the sixty-day VWAP is greater than $ 0.50 per share, the Company shall have the option to: • convert all shares of Series B Stock into shares of the Company's common stock at a conversion price per share equal to $ 3.00 per share divided by the sixty-day VWAP; or • pay cash to the Series B Holders equal to $ 3.00 per share ($ 14,725,000 ); or • convert a number of shares of Series B Stock, such number at the Company's sole discretion, into shares of the Company's common stock valued at the sixty-day VWAP (the "Conversion Value") and pay cash to the Series B Holders equal to the difference between $ 14,725,000 and the Conversion Value (shares issued multiplied by the sixty-day VWAP). The Company shall at all times when the Series B Stock is outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Series B Stock, such number of its duly authorized shares of common stock as shall from time to time be sufficient to effect the conversion of all outstanding Series B Stock. 23 Table of Contents Series C Convertible Preferred Stock In 2021, the Company issued to Hadron Healthcare Master Fund ("Hadron") 6,216,216 shares of Series C Convertible Preferred Stock (the "Series C Stock") and warrants to purchase up to an aggregate of 15,540,540 shares of its common stock in connection with a financing facility between the Company and Hadron. Each share of Series C Stock was convertible, at Hadron’s option, into five shares of the Company's common stock, and each warrant is exercisable at an exercise price of $ 1.087 per share. The warrants are subject to early termination if certain milestones are achieved and the market value of the Company’s common stock reaches certain predetermined levels. The Series C Stock was zero coupon, non-voting, and had a liquidation preference equal to its original issuance price plus declared but unpaid dividends. Holders of Series C Stock were entitled to receive dividends on an as-converted basis. During the three months ended March 31, 2025, the Company converted, at Hadron's request in accordance with the terms and conditions of the Series C Stock certificate of designation, a total of 1,155,274 shares of Series C Stock into 5,776,370 shares of the Company's common stock (the "Conversion"). The Conversion was effected at a conversion rate of five shares of the Company's common stock for each share of Series C Stock converted. The Company did not recognize either a gain or loss on the Conversion as it was effected in accordance with the Series C Stock certificate of designation. As a result of the Conversion, no shares of Series C Stock were outstanding at September 30, 2025. The Company had 1,155,274 shares of Series C Stock outstanding at December 31, 2024. (11) STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION Amended and Restated 2018 Stock Award and Incentive Plan The Company’s Amended and Restated 2018 Stock Award and Incentive Plan (the “Plan”) provides for the award of options to purchase the Company’s common stock (“stock options”), restricted stock units ("RSUs"), stock appreciation rights (“SARs”), restricted stock, deferred stock, dividend equivalents, performance shares or other stock-based performance awards and other stock- or cash-based awards. Awards can be granted under the Plan to the Company’s employees, officers and non-employee directors, as well as consultants and advisors of the Company and its subsidiaries. Stock Options A summary of stock option activity during the nine months ended September 30, 2025 is below: Shares Weighted average exercise price Outstanding at January 1, 2025 34,271,921 $ 0.79 Expired ( 2,761,000 ) $ 0.64 Outstanding at September 30, 2025 31,510,921 $ 0.80 Stock options granted under the Plan generally expire five years from the date of grant. At September 30, 2025, the stock options outstanding had a weighted average remaining life of approximately eight months . The Company did not grant any stock options during the nine months ended September 30, 2025. Restricted Stock Units Holders of unvested restricted stock units ("RSUs") do not have voting or dividend rights. The grant date fair values of RSUs are recognized as expense on a straight-line basis over the requisite service periods. The fair value of RSUs is determined based on the market value of the shares of the Company's common stock on the date of grant. 24 Table of Contents A summary of RSU activity for the nine months ended September 30, 2025 was as follows: RSUs Weighted average grant date fair value Outstanding at January 1, 2025 7,706,125 $ 0.27 Granted 9,395,784 $ 0.10 Vested ( 7,693,754 ) $ 0.18 Forfeited ( 876,365 ) $ 0.19 Outstanding at September 30, 2025 8,531,790 $ 0.18 Of the 7,693,754 RSUs reported as vested in the table above, 520,937 shares, with an aggregate fair value of approximately $ 52,000 , were surrendered to the Company to satisfy the tax withholding obligations that arose in connection with the vesting of such RSUs. Warrants At September 30, 2025, warrants to purchase up to 21,548,936 shares of the Company's common stock were outstanding, with a weighted average exercise price of $ 0.46 per share. Other Common Stock Issuances In addition to the activity related to stock options, RSUs and the conversion of the Company's outstanding Series C stock to common stock as described above, during the nine months ended September 30, 2025, the Company also issued 26,749 shares of restricted common stock with an aggregate fair value of approximately $ 3,000 , under a royalty agreement. Stock-Based Compensation The Company recorded stock-based compensation of $ 0.4 million and $ 0.3 million in the three months ended September 30, 2025 and 2024, respectively, and $ 1.5 million and $ 0.8 million in the nine months ended September 30, 2025 and 2024, respectively. (12) SEGMENT INFORMATION The Company operates as a single reporting segment engaged in the cultivation, processing and sale of branded cannabis products. The Chief Operating Decision Makers are the Company's Chief Executive Officer and its Chief Financial Officer, who together (the "CODM"), evaluate company performance based on Net income (loss), determined in accordance with U.S. GAAP, and Adjusted EBITDA, a non-GAAP measure. The Company defines Adjusted EBITDA as income from operations, determined in accordance with GAAP, excluding the following: • depreciation and amortization of property and equipment; • amortization of acquired intangible assets; • impairments or write-downs of acquired intangible assets; • inventory revaluation; • stock-based compensation; • severance; • legal settlements; and • acquisition-related and other. The CODM uses these measures to assess profitability and guide resource allocations, and believes that Adjusted EBITDA, when reviewed in conjunction with Net income (loss), is a useful measure to assess the Company's performance and liquidity, as it provides meaningful operating results by excluding the effects of expenses that are not reflective of the Company's operating business performance. In addition, the CODM uses Adjusted EBITDA to understand and compare operating results across accounting periods, and for financial and operational decision-making and resource allocation. The 25 Table of Contents presentation of Adjusted EBITDA is not intended to be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP. The CODM conducts monthly financial reviews, focusing on revenue trends, gross margin performance and operational efficiency across the Company's vertically integrated operations. Investment decisions, including capital expenditures for new cultivation facilities and retail expansion, are made based on expected return on investment and regulatory considerations in each state in which the Company operates. The table below provides the Company's Net loss, Income from operations, and a reconciliation of Income from operations to Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 (in thousands): Three months ended Nine months ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Net loss $ ( 2,941 ) $ ( 990 ) $ ( 9,815 ) $ ( 4,166 ) GAAP Income from operations $ 1,599 $ 1,345 $ 1,705 $ 4,077 Depreciation and amortization of property and equipment 2,115 1,803 6,036 5,749 Amortization of acquired intangible assets 674 882 2,592 2,065 Stock-based compensation 382 280 1,478 772 Severance 224 — 224 — Acquisition-related and other 145 371 396 805 Adjusted EBITDA $ 5,139 $ 4,681 $ 12,431 $ 13,468 (13) REVENUE The Company’s main sources of revenue are comprised of the following: • Product sales (retail and wholesale) . The Company's product sales are derived from direct sales of cannabis and cannabis-infused products primarily by its retail dispensaries and wholesale operations in multiple states. The Company recognizes revenue when products are delivered to third parties or at the Company's retail points-of-sale. • Other revenue . The Company's other revenue is comprised of real estate rentals to cannabis-licensed clients; supply procurement fees from facilitating purchases of resources, supplies and equipment for cannabis-licensed clients and third parties; management fees for providing cannabis-licensed clients with comprehensive oversight of their operations; and licensing fees from the licensing of its branded products to wholesalers and regulated dispensaries. The Company recognizes revenue in amounts that represent the consideration that it expects to receive in exchange for goods or services provided to customers as follows: • Identify the contract(s) with a customer; • Identify the performance obligations in the contract(s); • Determine the transaction price; • Allocate the transaction price to the performance obligations in the contract(s); and • Recognize revenue as the performance obligation is satisfied. Additionally, when another party is involved in providing goods or services to the Company’s clients, a determination is made as to who - the Company or the other party - is acting in the capacity as the principal in the sale transaction, and who is the agent arranging for goods or services to be provided by the other party. The Company is typically considered the principal if it controls the specified good or service before such good or service is transferred to its client, and typically considered the agent if it does not exert such control. The Company may also be deemed to be the principal even if it engages another party (an agent) to satisfy some of the performance obligations on its 26 Table of Contents behalf, provided the Company (i) takes on certain responsibilities, obligations and risks, (ii) possesses certain abilities and discretion, or (iii) fulfills other relevant indicators of the sale. If deemed an agent, the Company does not recognize revenue for the performance obligations it does not satisfy. Revenue for the three and nine months ended September 30, 2025 and 2024 was comprised of the following (in thousands): Three months ended Nine months ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Product sales - retail $ 22,573 $ 23,388 $ 65,637 $ 69,151 Product sales - wholesale 18,031 16,310 51,948 46,683 Other revenue 160 897 591 2,926 Total revenue $ 40,764 $ 40,595 $ 118,176 $ 118,760 Customer Loyalty Program – Adjustments to Correct Error in Prior Periods The Company has a customer loyalty program (the “Loyalty Program”) under which customers earn points based on qualifying purchases that can be redeemed for discounts on future purchases. Applying Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), a portion of the transaction price is allocated to the loyalty points based on their relative standalone selling price, and revenue is deferred until the points are redeemed or expire. During the third quarter of 2025, the Company determined that it was not accounting for the Loyalty Program in accordance with ASC 606 and, accordingly, calculated the amounts that should have been recorded in prior periods. These amounts were deemed immaterial to the Company’s condensed consolidated financial statements. The Company has adjusted its financial statements to reflect the impact of adjustments to prior periods, which adjustments are reflected in the condensed consolidated financial statements included herein. The Company recorded deferred revenue of $ 1.7 million and $ 1.3 million at September 30, 2025 and December 31, 2024, respectively. The Company recorded decreases to revenue of approximately $ 83,000 and $ 237,000 in the three and nine months ended September 30, 2025, respectively, an increase to revenue of approximately $ 4,000 in the three months ended September 30, 2024 and a decrease to revenue of approximately $ 202,000 in the nine months ended September 30, 2024. The Company recorded additional marketing and promotion expense of approximately $ 16,000 and $ 46,000 in the three and nine months ended September 30, 2025, respectively, a nominal credit to marketing and promotion expense in the three months ended September 30, 2024 and additional marketing and promotion expense of approximately $ 38,000 in the nine months ended September 30, 2024. The Company’s deferred revenue for the Loyalty Program is reported separately in its condensed consolidated balance sheets. (14) MAJOR CUSTOMERS The Company did not have any customers that contributed 10% or more of total revenue in any of the three- or nine-month periods ended September 30, 2025 or 2024. The Company did not have any customers that accounted for 10% or more of the Company’s accounts receivable balance at either September 30, 2025 or December 31, 2024. The Company performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable. The Company maintains an allowance for doubtful accounts and historical losses have been within management’s expectations. (15) LEASES Arrangements that are determined to be leases with a term greater than one year are accounted for by the recognition of right-of-use assets that represent the Company’s right to use an underlying asset for the lease term, and lease liabilities that represent the Company’s obligation to make lease payments arising from the lease. Non-lease components within lease agreements are accounted for separately. Right-of-use assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term, utilizing the Company’s incremental borrowing rate. The Company’s lease terms may include options 27 Table of Contents to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. At September 30, 2025, the Company was the lessee under nine operating leases and thirty-seven finance leases. These leases contain rent holidays and customary escalations of lease payments for the type of facilities being leased. The Company's operating leases include its corporate headquarters, dispensaries and cannabis production and processing facilities. Prior to the FSC Acquisition Date, the Company subleased three of these leased facilities to FSC and recognized rental income from these arrangements. The Company recognizes rent expense on a straight-line basis over the expected lease term, including cancelable option periods which the Company fully expects to exercise. Certain leases require the payment of property taxes, insurance and/or maintenance costs in addition to the rent payments. The Company leases machinery and office equipment under finance leases that expire from January 2026 through August 2038, with such terms being a major part of the economic useful life of the leased property. The components of lease expense for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands): Three months ended Nine months ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Operating lease expense $ 533 $ 515 $ 1,600 $ 1,552 Finance lease expenses: Amortization of right of use assets $ 369 $ 196 $ 1,005 $ 589 Interest on lease liabilities 92 70 239 228 Total finance lease expense $ 461 $ 266 $ 1,244 $ 817 The weighted average remaining lease terms and weighted average discount rates for the Company's operating leases and finance leases at September 30, 2025 and December 31, 2024 were as follows: September 30, 2025 December 31, 2024 Weighted average remaining lease term (years): Operating leases 8.92 9.26 Finance leases 2.62 2.78 Weighted average discount rate: Operating leases 11.3 % 11.1 % Finance leases 10.9 % 9.6 % Future minimum lease payments as of September 30, 2025 under all non-cancelable leases having an initial or remaining term of more than one year were (in thousands): Operating leases Finance leases Remainder of 2025 $ 531 $ 573 2026 1,915 2,092 2027 1,813 1,356 2028 1,757 698 2029 1,595 372 Thereafter 7,796 59 Total lease payments 15,407 5,150 Less: imputed interest ( 6,592 ) ( 752 ) $ 8,815 $ 4,398 28 Table of Contents (16) RELATED PARTY TRANSACTIONS The Company’s corporate offices are leased from an entity in which the Company’s President and Chief Executive Officer (the "CEO") has an investment interest. This lease expires in October 2028 and contains a five-year extension option. Expenses incurred under this lease were approximately $ 69,000 and $ 64,000 for the three months ended September 30, 2025 and 2024, respectively, and $ 213,000 and $ 168,000 for the nine months ended September 30, 2025 and 2024, respectively. The Company procures nutrients, lab equipment, cultivation supplies, furniture, and tools from an entity owned by the family of the Company’s Chief Operating Officer (the “COO”). Purchases from this entity totaled $ 1.3 million in each of the three months ended September 30, 2025 and 2024, and $ 4.3 million and $ 3.5 million in the nine months ended September 30, 2025 and 2024, respectively. The Company pays royalties on the revenue generated from its Betty’s Eddies product line to an entity owned by the COO and the Chief Commercial Officer (the “CCO") under a royalty agreement. Under this agreement, the royalty percentage on all sales of Betty’s Eddies products is 3.0 % if sold directly by the Company and between 1.35 % and 2.5 % if licensed by the Company for sale by third parties. Future developed products have a royalty rate of 0.5 % if sold directly by the Company and between 0.125 % and 0.135 % if licensed by the Company for sale by third parties. The aggregate royalties earned by the entity under this agreement were approximately $ 154,000 and $ 178,000 for the three months ended September 30, 2025 and 2024, respectively, and approximately $ 472,000 and $ 427,000 for the nine months ended September 30, 2025 and 2024, respectively . During the three months ended September 30, 2025 and 2024, one of the Company’s majority-owned subsidiaries paid or accrued distributions of approximately $ 2,000 and $ 1,900 , respectively, to the CEO, who owns a minority equity interest in such subsidiary. This majority-owned subsidiary made distribution payments of approximately $ 5,000 to the CEO in each of the nine-month periods ended September 30, 2025 and 2024. On June 10, 2024 (the "Membership Unit Purchase Date"), the CEO and COO purchased 5 % and 15 %, respectively, of the membership units of Mari Holdings Metropolis, LLC, one of the Company's majority-owned subsidiaries. These membership units were purchased from the previous minority interest-holder, and accordingly, the percentage of this majority-owned subsidiary held by noncontrolling interests remains unchanged. During the three months ended September 30, 2025, this majority-owned subsidiary recorded distributions of approximately $ 2,500 and $ 7,500 to the CEO and COO, respectively. During the nine months ended September 30, 2025, this majority-owned subsidiary recorded distributions of approximately $ 7,500 and $ 22,500 to the CEO and COO, respectively. During the three months ended September 30, 2024, this majority-owned subsidiary recorded distributions of $ 3,250 and $ 9,750 to the CEO and COO, respectively. During the nine months ended September 30, 2024, this majority-owned subsidiary recorded distributions of $ 6,500 and $ 19,500 to the CEO and COO, respectively. At September 30, 2025 and December 31, 2024, the Company had an outstanding accounts payable balance of approximately $ 616,000 and $ 251,000 , respectively, primarily in connection with fixed assets purchased from a third-party company in which the CEO has a controlling interest. The Company assumed approximately $ 35,000 of accounts payable to that company as part of the FSC Acquisition. The Company also assumed an accounts payable amount of $ 21,000 from FSC to a second company in which the CEO has a controlling interest. These assumed liabilities related to cash advances to FSC in periods prior to the FSC Acquisition Date. At September 30, 2025, the Company’s mortgages with Bank of New England and DSB were personally guaranteed by the CEO. (17) INCOME TAXES The following table summarizes the Company's income tax provision and effective tax rates for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages): 29 Table of Contents Three months ended Nine months ended September 30, September 30, 2025 2024 2025 2024 Loss before income taxes $ ( 182 ) $ ( 335 ) $ ( 3,534 ) $ ( 955 ) Income tax provision $ 2,759 $ 655 $ 6,281 $ 3,211 Effective tax rate ( 1,516 ) % ( 196 ) % ( 178 ) % ( 336 ) % The effective tax rates for the three and nine months ended September 30, 2025 and 2024 were calculated using the discrete method based on the Company's period-to-date results adjusted for permanent and temporary differences. Due to its cannabis operations, the Company is subject to the limitations of the U.S. Internal Revenue Code of 1986, as amended ("IRC") Section 280E under which the Company is only allowed to deduct expenses directly related to cost of goods sold of cannabis products. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. As a result, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income and provides for effective tax rates that are well in excess of statutory tax rates. During the nine months ended September 30, 2025, the Company effectively settled an audit with the U.S. Internal Revenue Service for the tax period ended December 31, 2022. As a result, the Company recognized a tax benefit of $ 1.7 million in connection with the release of an uncertain tax position reserve. In June 2025, the IRS filed a lien against the Company in connection with an approximate $ 6 million 2023 tax liability. The Company is disputing the assessment through a Collection Due Process (“CDP”) Hearing and pursuing a resolution, including potential reduction or collection alternatives. While the matter is pending, IRS enforcement is generally stayed. Although the liability is fully accrued in the accompanying condensed consolidated financial statements, an unfavorable outcome could materially impact the Company’s operations and financial position. (18) COMMITMENTS AND CONTINGENCIES Bankruptcy Claim In 2019, MariMed Hemp, Inc. ("MMH"), a subsidiary of the Company, sold hemp seed inventory to GenCanna Global Inc., (“GenCanna”), recording a related party receivable of approximately $ 29 million, which was fully reserved at December 31, 2019. In early 2020, GenCanna entered a Chapter 11 bankruptcy, leading to a liquidating plan that remains ongoing. In 2022, the Plan Administrator filed a complaint against MMH for alleged preferential transfers, which was settled in 2023 by reducing MMH's general unsecured claim to $ 15.5 million. In the three months ended September 30, 2024, MMH received a liquidation distribution of $ 116,250 . On October 1, 2025, an incremental final liquidation distribution of $ 50,281 was received. New Bedford, MA and Middleborough, MA Buildouts In the third quarter of 2023, the Company recorded an increase of $ 2.0 million in building and building improvements and a corresponding accrued liability in the same amount for electrical work performed at the Company's New Bedford and Middleborough properties between December 2017 and June 2023. The electrical work was performed by an electrical contractor that is owned and/or controlled by the family of a non-officer/director Company stockholder who beneficially owned more than 5 % of the Company's common stock when the electrical work began. The electrical work was primarily paid for by an entity that is indirectly controlled by that individual and another non-officer/director Company stockholder who also beneficially owned more than 5 % of the Company's common stock when the electrical work began. The Company repaid the two shareholders $ 300,000 each as salary between 2021 and 2023 (at the rate of $ 100,000 each per year), which payments have since terminated. Discussions to reach agreement with the entity that paid for the electrical work and all other interested parties to address this liability and related payment terms are ongoing. 30 Table of Contents (19) SUBSEQUENT EVENTS Equity Transactions Subsequent to September 30, 2025, the Company issued an aggregate of 621,108 net shares of common stock upon the settlement of RSUs that vested prior to the filing of this report. Disposition of Missouri Operations On October 28, 2025, the Company announced that it had completed a strategic review of its Missouri business operations and decided to exit the market, effective immediately. Since 2024, the Company had managed the operations of a licensed cannabis operator and distributed its brands in the state pursuant to a Managed Services and Licensing Agreement, while awaiting approval from the state for a license transfer. Following the strategic review, the Company determined that it will discontinue management of the facility and will no longer pursue the license transfer. As a result of this decision, the Company expects to recognize a loss on disposal for the related assets in the fourth quarter of 2025 approximating $ 1 million. The Company is in the process of finalizing the measurement of this loss. 31 Table of Contents