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Item 8. Financial Statements and Supplementary Data

2026-03-12 compared with 2025-03-06 · 305 added, 318 removed, 703 unchanged (47% of the section changed)

11 unchanged sentences

We have audited the accompanying consolidated balance sheets of MariMed Inc.

(the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements).

(the Company) as of December 31, 2025 and 2024, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

As discussed in the notes to the financial statements, the Company recognizes revenue upon the transfer of control of promised goods to the customer upon delivery in an amount that reflects the consideration the Company expects to receive in exchange for the products.

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Current assets:

Cash and cash equivalents $ 7,282 $ 14,645

Cash, cash equivalents and restricted cash $ 8,884 $ 7,282

Accounts receivable, net 9,114 8,742

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Notes receivable, current portion 866 52

Investments, current portion — 88

Other current assets 3,825 3,389

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Goodwill 24,002 15,812

Investments, net of current portion — 221

Notes receivable, net of current portion — 840

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Accrued expenses and other 9,509 4,435

Deferred revenue 1,394 1,329

Income taxes payable 26,981 21,922

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12,432,432 shares authorized;

1,155,274 shares issued and outstanding at December 31, 2024 and 2023

zero and 1,155,274 shares issued and outstanding at December 31, 2025 and 2024, respectively

Total mezzanine equity 14,725 19,000

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Acquisition-related and other 486 951

Bad debt (recoveries) ( 336 ) 118

Bad debt expense (income) 1,582 ( 336 )

Total operating expenses 60,701 60,004

Income from operations 2,912 14,385

(Loss) income from operations ( 2,820 ) 2,609

Interest and other (expense) income:

1 unchanged sentence

Interest income 177 114

Loss on extinguishment of debt — ( 10,431 )

Other expense, net ( 717 ) ( 50 )

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(in thousands, except share amounts)

Common stock Common stock subscribed but not issued Additional paid-in capital Accumulated deficit Non-controlling interests Total stockholders' equity

Shares Par Value Shares Amount

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

Common stock subscribed but not issued — — 5,025 2 — — — 2

Issuance of subscribed shares 75,025 — ( 75,025 ) ( 41 ) 41 — — —

Release of shares under stock grants 2,636,750 2 ( 2 ) — — —

Exercise of stock options 487,752 — — — 109 — — 109

Warrants issued in connection with debt — — — — 5,454 — — 5,454

Conversion of preferred stock to common stock 25,304,710 25 — — 18,700 — — 18,725

Common stock issued to settle obligations 400,000 — — — 160 — — 160

Shares of newly vested common stock surrendered to the Company to satisfy tax withholding obligations ( 249,087 ) — ( 41 ) — — ( 41 )

Standalone warrants issue as payment for services — — 218 — — 218

Common stock issued under a licensing and royalty agreement 45,299 — 10 — — 10

Common stock issued to purchase property and equipment 740,741 1 — — 299 — — 300

Common stock issued as purchase consideration - business acquisition 3,917,267 4 987 — — 991

Purchase of minority interest in a subsidiary of the Company 450,000 1 — — 4 — ( 5 ) —

Common stock returned to the Company in connection with a cancelled transaction (1) ( 1,000,000 ) ( 1 ) — — 1 — — —

Distributions to noncontrolling interests — — — — ( 139 ) ( 139 )

4 unchanged sentences

Shares of newly vested common stock surrendered to the Company to satisfy tax withholding obligations ( 801,143 ) — ( 83 ) — — ( 83 )

Standalone warrants issued as payment for services — — — — 218 — — 218

Conversion of preferred stock to common stock 5,776,370 6 4,269 — — 4,275

Common stock issued under a licensing and royalty agreement 26,749 — 3 — — 3

Common stock issued as purchase consideration - business acquisition 3,917,267 4 — — 987 — — 991

Distributions to noncontrolling interests — — — — ( 137 ) ( 137 )

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Balances at December 31, 2025 396,911,368 $ 397 $ 179,405 $ ( 127,932 ) $ ( 1,861 ) $ 50,009

(1) Represents shares initially issued in connection with an acquisitive transaction that was subsequently cancelled, at which time the shares were returned to the Company and recorded at par value.

See accompanying notes to the consolidated financial statements.

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Amortization of warrants issued as payment for services received — 218

Amortization of original debt issuance discount — 232

Amortization of debt discount 459 358

1 unchanged sentence

Payment-in-kind interest 30 104

Bad debt (income) expense ( 336 ) 118

Bad debt expense (income) 1,582 ( 336 )

Obligations settled with common stock 3 10

Loss on disposal of assets 834 13

Gain on finance lease adjustment — ( 31 )

Writedown of prepaid purchase consideration — 200

Loss on extinguishment of debt — 10,431

Loss on changes in fair value of investments — 145

7 unchanged sentences

Accrued expenses and other 3,162 1,754

Deferred revenue 65 303

Income taxes payable 3,726 7,488

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Advances toward future business acquisitions ( 50 ) ( 100 )

Purchases of investments — ( 261 )

Purchases and renewals of cannabis licenses ( 465 ) ( 712 )

Issuance of notes receivable — ( 879 )

Proceeds from notes receivable 26 50

4 unchanged sentences

Cash flows from financing activities:

Proceeds from term loan — 29,100

Proceeds from Construction to Permanent Commercial Real Estate Mortgage Loan — 5,077

1 unchanged sentence

Payment of third-party debt issuance costs in connection with debt ( 9 ) —

Principal payments of term loan — ( 1,800 )

Repayment and retirement of term loan, including paid-in-kind interest — ( 28,541 )

Payment of penalties on early retirement of debt — ( 4,251 )

Principal payments of mortgages ( 1,495 ) ( 382 )

1 unchanged sentence

Principal payments of promissory notes ( 3,066 ) ( 1,177 )

Repayment and retirement of promissory notes — ( 5,503 )

Proceeds from exercise of stock options — 109

Principal payments of finance leases ( 1,317 ) ( 1,557 )

Distributions ( 137 ) ( 139 )

Net cash provided by financing activities 2,985 22,983

Net (decrease) increase to cash and cash equivalents ( 7,363 ) 4,908

Cash and cash equivalents at beginning of year 14,645 9,737

Cash and cash equivalents at end of year $ 7,282 $ 14,645

Net cash (used in) provided by financing activities ( 4,713 ) 2,985

Net increase (decrease) to cash, cash equivalents and restricted cash 1,602 ( 7,363 )

Cash, cash equivalents and restricted cash at beginning of year 7,282 14,645

Cash, cash equivalents and restricted cash at end of year $ 8,884 $ 7,282

Supplemental disclosure of cash flow information:

Cash paid for interest $ 6,910 $ 6,689

Cash paid for income taxes $ 877 $ 6,419

Cash (refunded) paid for income taxes, net $ ( 713 ) $ 705

Non-cash activities:

1 unchanged sentence

Present value of promissory notes issued as purchase consideration $ — $ 3,000

Entry into new operating leases $ — $ 5,604

Entry into new finance leases $ 1,297 $ 2,881

Writeoff of finance leases $ 1,112 $ —

Write-off of finance leases $ — $ 1,112

Common stock issued as purchase consideration $ — $ 991

Common stock issued to purchase minority interest in a subsidiary of the Company $ — $ 5

Warrants to issue common stock issued with debt $ — $ 5,454

Liability recorded for building improvements $ — $ 1,997

Notes payable issued to purchase property and equipment $ 447 $ —

Common stock issued to settle obligations $ — $ 160

Common stock issued under licensing agreement $ — $ 10

Issuance of common stock associated with subscriptions $ — $ 41

Conversion of preferred stock to common stock $ 4,275 $ —

Conversion of notes receivable to omnibus long-lived asset $ — $ 10,233

Return of common stock to the Company in connection with withholding taxes $ 83 $ 41

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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.

The Company also licenses its proprietary brands, along with other top cannabis products, in select domestic markets.

Cannabis remains illegal under United States Federal laws.

The Company's operations are conducted in compliance with applicable state and local laws and regulations in the jurisdictions in which it operates.

(2) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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The accompanying consolidated financial statements include the accounts of MariMed Inc.

and its wholly- and majority-owned subsidiaries.

and its wholly- and majority-owned subsidiaries listed below.

Consolidation is effected from the date when control is obtained.

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Mari Holdings MD LLC 100.0 %

Mari Holdings NJ LLC 100.0 %

Mari Holdings Metropolis LLC 70.0 %

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MariMed OH LLC 100.0 %

MariMed Hemp Inc.

MediTaurus LLC 100.0 %

MMMO LLC 100.0 %

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Allgreens Dispensary LLC 100.0 %

Our Community Wellness & Compasionate Care Center, Inc.

First State Compassion Center 100.0 %

MMMA Hemp 100.0 %

Noncontrolling Interests

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No goodwill is recorded in connection with an asset purchase.

Cash Equivalents

Cash Equivalents and Restricted Cash

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 and $ 0.1 million of cash held in escrow at December 31, 2024 and 2023, respectively.

The Company’s cash and cash equivalents are maintained with recognized financial institutions located in the United States.

The Company classifies as restricted cash all cash pledged as collateral to secure long-term obligations and all cash whose use is otherwise limited by contractual provisions.

The Company had $ 1.5 million of restricted cash at each of December 31, 2025 and 2024, which is held as collateral for the Company's Construction to Permanent Commercial Real Estate Mortgage Loan (the "CREM Loan") with Needham Bank, a Massachusetts co-operative bank (the "CREM Lender") (see Note 11).

The Company’s cash, cash equivalents and restricted cash are maintained with recognized financial institutions located in the United States.

In the normal course of business, the Company may carry balances with certain financial institutions that exceed federally insured limits.

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Such evaluations include the review of a client’s outstanding balances with consideration towards such client’s historical collection experience, as well as prevailing economic and market conditions and other factors.

Based on such evaluations, the Company maintained reserves of $ 0.3 million and $ 0.8 million at December 31, 2024 and 2023, respectively.

Based on such evaluations, the Company maintained a reserve of $ 0.3 million at each of December 31, 2025 and 2024.

Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out basis.

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As of the date of this report, no reserve was deemed necessary.

Investments are comprised of equity holdings of public companies.

These investments are recorded at fair value on the Company’s consolidated balance sheet, with changes to fair value included in income.

Investments are evaluated for permanent impairment and are written down if such impairments are deemed to have occurred.

Revenue Recognition

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• Other revenue .

The Company's other revenue is comprised of real estate rentals to cannabis-licensed clients;

The Company's other revenue is comprised of real estate rental income from cannabis-licensed clients;

supply procurement fees from facilitating purchases of resources, supplies and equipment for cannabis-licensed clients and third parties;

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If deemed an agent, the Company does not recognize revenue for the performance obligations it does not satisfy.

Customer Loyalty Program

The Company has a customer loyalty program (the “Loyalty Program”) under which customers who participate in the Loyalty Program 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.

Research and Development Costs

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Impairment analysis is based on management’s current plans, asset holding periods, and currently available market information.

If these criteria change, the Company’s evaluation of impairment losses may be different and could have a material impact to the consolidated financial statements.

If these criteria change, the Company’s evaluation of impairment

losses may be different and could have a material impact on the consolidated financial statements.

For the years ended December 31, 2025 and 2024, based on the results of management’s impairment analysis, there were no impairment losses.

2 unchanged sentences

Intangible assets are reviewed for impairment when events or changes in circumstances indicate that their carrying amounts may not be recoverable based upon the estimated undiscounted cash flows.

Recoverability of intangible assets with estimated lives and other long-lived assets is measured by a comparison of the carrying amount of an asset or

asset group to future net undiscounted cash flows expected to be generated by the asset or asset group.

Recoverability of intangible assets with estimated lives and other long-lived assets is measured by a comparison of the carrying amount of an asset or asset group to future net undiscounted cash flows expected to be generated by the asset or asset group.

If these comparisons indicate that an asset is not recoverable, the Company will recognize an impairment loss for the amount by which the carrying value of the asset or asset group exceeds the related estimated fair value.

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The Company uses the Black-Scholes valuation model for estimating the fair value of stock options and warrants on the date of grant.

The fair value of stock option and warrant issuances is affected by the Company's stock price on the issuance date as well as valuation assumptions, including the volatility of the Company's common stock price, expected term of the instrument, risk-free interest rate and expected dividends.

The fair value of stock option and warrant issuances is affected by the Company's stock price on the issuance date as well as valuation assumptions, including the volatility of the Company's common stock price, expected life of the instrument (the "Expected Life"), risk-free interest rate and expected dividends.

The Expected Life of an instrument is calculated using the simplified method, which allows for using the mid-point between the vesting date and expiration date for stock options and the contractual term for warrants.

The volatility factors are based on the historical two-year movement of the Company’s common stock prior to an instrument’s issuance date.

The risk-free interest rate is based on United States Treasury rates with maturity periods similar to the expected instruments life on the issuance date.

The risk-free interest rate is based on United States Treasury rates with maturity periods similar to the expected instrument's life on the issuance date.

The Company amortizes the fair value of options, warrants and restricted stock units on a straight-line basis over the requisite service period of each instrument.

The Company uses the asset and liability method to account for income taxes.

Under this method, deferred income tax assets and liabilities are recorded for the future tax consequences of differences between the tax basis and financial reporting basis of assets and liabilities, measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse.

differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.

1 unchanged sentence

The Company recognizes in the financial statements the benefit of a tax position that is "more likely than not" to be sustained under examination based solely on the technical merits of the position, assuming a review by tax authorities having all relevant information.

Tax positions that meet the recognition threshold are measured using a cumulative probability approach, at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized

upon settlement.

The Company's policy is to recognize interest and penalties related to the unrecognized tax benefits, if any, as a component of income tax expense.

Certain subsidiaries of the Company, due to their cannabis activities, are subject to the provisions of Section 280E of the Internal Revenue Code, as amended, which prohibits businesses from deducting certain expenses associated with the trafficking of controlled substances within the meaning of Schedule I and II of the Controlled Substances Act.

Such non-deductibility of certain ordinary business expenses results in permanent differences and can cause the Company’s effective tax rate to fluctuate significantly, and no necessarily correlated with pre-tax income.

The non-deductibility of certain ordinary business expenses results in permanent differences and can cause the Company’s effective tax rate to fluctuate significantly, and not necessarily correlated with pre-tax income.

Related Party Transactions

18 unchanged sentences

Business Combination

On March 9, 2023 (the "Ermont Acquisition Date"), the Company acquired the operating assets of Ermont, Inc.

("Ermont"), a medical-licensed vertical cannabis operator located in Quincy, Massachusetts (the "Ermont Acquisition"), following approval by the Massachusetts Cannabis Control Commission (the "CCC") The Ermont Acquisition provided the Company with its third dispensary in Massachusetts, substantially completing its build-out to the maximum allowable by state regulations.

The financial results of Ermont are included in the Company's consolidated financial statements since the Ermont Acquisition Date.

As consideration for the Ermont Acquisition, which totaled $ 13.0 million, the Company paid $ 3.0 million of cash, issued 6,580,390 shares of the Company's common stock with a fair value of $ 3.0 million, and issued a $ 7.0 million promissory note (the "Ermont Note" and collectively, the "Ermont Consideration").

The Ermont Note has a six-year term and bears interest at 6.0 % per annum, with payments of interest-only for two years and thereafter, quarterly payments of principal and interest in arrears.

The outstanding balance on the Ermont Note is subject to prepayment in the event the Company raises $ 75.0 million of equity capital.

The Company recorded the Ermont Note at the present value of $ 4.6 million as of the Ermont Acquisition Date.

The difference between the present value and face value of the Ermont Note is being amortized to interest expense through the term of such note.

The Company rebranded the dispensary as Panacea Wellness Dispensary and commenced medical sales immediately after the Ermont Acquisition Date.

The Ermont Acquisition also includes a Host Community Agreement with the city of Quincy to conduct adult-use cannabis sales.

Adult-use sales commenced on July 23, 2024.

The Company expanded the existing medical dispensary to accommodate the expected increased traffic associated with adult-use sales and repurposed Ermont's existing cultivation facility.

The Company's consolidated statement of operations for the year ended December 31, 2023 includes $ 3.8 million of revenue and $ 2.4 million of net loss attributable to Ermont for the period since the Ermont Acquisition Date.

The Ermont Acquisition has been accounted for as a business combination.

The Company did not assume any of Ermont's liabilities.

The Company recorded adjustments to the amounts allocated to certain identifiable intangible assets and goodwill to reflect more precise forecasts of future revenue streams.

These adjustments resulted in an increase to the tradename and trademarks intangible asset of $ 0.1 million, a decrease to the customer base intangible asset of $ 3.9 million, and an increase to goodwill of $ 3.8 million.

A summary of the allocation of the Ermont Consideration to the acquired and identifiable intangible assets is as follows (in thousands):

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 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.

During 2025, the State of Delaware 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 consolidated balance sheet at December 31, 2024.

The Company also wrote off deferred rents receivable aggregating $ 0.5 million related to the facilities FSC had subleased from the Company through the FSC Acquisition Date.

The Company's consolidated statement of operations for the year ended December 31, 2025 included revenue of $ 11.2 million and a $ 2.6 million of net loss, respectively, attributable to FSC for the period subsequent to the FSC Acquisition Date.

The FSC Acquisition has been accounted for as a business combination.

A summary of the allocation of the FSC Consideration to the acquired and identifiable intangible assets as of December 31, 2025 is as follows (in thousands):

Fair value of consideration transferred:

Cash consideration:

Cash paid $ 3,000

Release of FSC obligation to the Company under the Omnibus Agreement $ 11,401

Less cash acquired ( 231 )

Net cash consideration 2,987

Common stock 2,994

Promissory note 4,569

Total fair value of consideration $ 11,170

Fair value of assets acquired:

Fair value of assets acquired and (liabilities assumed):

Current assets, net of cash acquired $ 3,938

Property and equipment 1,104

Intangible assets:

Tradename and trademarks 1,118

Trade names and trademarks 570

Customer base 1,402

Goodwill 8,190

Other assets 5

Income taxes payable ( 1,333 )

Other current liabilities ( 2,706 )

Fair value of net assets acquired $ 11,170

The Company is amortizing the identifiable intangible assets arising from the Ermont Acquisition in relation to the expected cash flows from the individual intangible assets over their respective useful lives, which have a weighted average useful life of 12.19 years (see Note 10).

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 Ermont for the year ended December 31, 2023 as if the Ermont Acquisition had been completed on January 1, 2023, with adjustments to give effect to pro forma events that are directly attributable to the Ermont Acquisition.

These pro forma adjustments include amortization expense for the acquired intangible assets and interest expense related to the Ermont Note.

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 Ermont.

Accordingly, these unaudited pro forma results are presented for illustrative purposes and are not intended to represent or be indicative of the actual results of operations of the combined company that would have been achieved had the Ermont Acquisition occurred on January 1, 2023, nor are they intended to represent or be indicative of future results of operations.

These unaudited pro forma results for the year ended December 31, 2023 are as follows (in thousands):

The following unaudited pro forma information presents the condensed combined results of MariMed and FSC for the years ended December 31, 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 operations.

These unaudited pro forma results for the years ended December 31, 2025 and 2024 are as follows (in thousands):

Revenue $ 160,994 $ 166,081

7 unchanged sentences

Allgreens Dispensary, LLC ("Allgreens")

In August 2022, the Company entered into an agreement to purchase 100 % of the membership interests in Allgreens Dispensary, LLC (the "Allgreens Agreement"), 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 on the Allgreens Acquisition Date (the "Allgreens Notes").

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 "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 on April 9, 2024 (the "Allgreens Acquisition Date"), the Company now owns and operates five adult-use dispensaries in Illinois.

For the interim period until the Allgreens Acquisition Date, the Company entered into a management agreement with Allgreens, with the management fees calculated as a percentage of Allgreens' revenue.

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 from entry into the Allgreens Agreement until the Allgreens Acquisition Date, 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.

In connection with this agreement, the Company recorded expenses related to Allgreens aggregating approximately $ 250,000 for the period from January 1, 2024 through the Allgreens

Acquisition Date, and approximately $ 164,000 in the year ended December 31, 2023 (the "Allgreens Expenses").

The Allgreens Expenses for the year ended December 1, 2023 were included as a component of Investments, net of current portion, in the consolidated balance sheet at December 31, 2023.

Pursuant to the Allgreens Agreement, as of December 31, 2023, the Company had made payments aggregating $ 1,375,000 to the Allgreens members prior to the Allgreens Acquisition Date.

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 the Allgreens Notes.

The Allgreens Notes bear interest at a rate of 7.5 % per annum and mature one year from the date the dispensary was permitted to commence operations.

At December 31, 2024, the principal balance of $ 1.0 million due under the Allgreens Notes was past due and in default.

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, with the final payment made in July 2025, at which time 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 10).

7 unchanged sentences

The Company made payments aggregating $ 0.5 million through the P&S Date, which funds were deposited into escrow.

On the MedLeaf Acquisition Date, 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 bears interest at a rate of 8.0 % per annum and matures on October 5, 2025.

Pending Transaction at December 31, 2024

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.

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 1, 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 wholesaler and processor, for $ 700,000 of cash (the "Robust Agreement").

Completion of the acquisition is 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 has not yet approved the application to transfer the license from Robust to the Company (the "License Transfer").

The Company is currently 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 to the Robust members, with the balance of $ 350,000 due at closing, which will occur upon the state of Missouri's approval of the License Transfer.

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 wholesaler and cultivator ("Robust"), for $ 700,000 of 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 conducted the Robust business under a managed service agreement pending final approval of the License Transfer.

Pursuant to the Robust Agreement, the Company made an initial advance payment of $ 350,000 (the Advance Payment"), with the balance of $ 350,000 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 immediately (the "Missouri Exit").

In furtherance thereof, the Company entered into an agreement to sell and assign its rights, interests and duties as outlined in the Robust Agreement, and to transfer its ownership of all Company-held assets purchased in connection with the Robust Agreement to the buyer, including inventory and fixed assets, and wrote off the Advance Payment.

The Company also negotiated the forgiveness of an outstanding payable for purchases it had made under the Robust Agreement.

The Company recognized a loss on the Missouri Exit of $ 0.8 million, which amount is included as a component of Other expense, net, in the Company's consolidated statement of operations for the year ended December 31, 2025.

(4) (LOSS) EARNINGS PER SHARE

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Accounts receivable, net 9,114 8,742

The Company maintains an allowance against trade accounts receivable (the "AR Allowance"), and had previously also reserved against cash advanced by the Company to a cannabis-licensed client for working capital purposes (the "WC Reserve"), both of which were reported as components of the allowance for doubtful accounts in the Company's consolidated balance sheets.

The Company maintains an allowance against trade accounts receivable (the "AR Allowance").

The Company's allowance for doubtful accounts activity was as follows (in thousands):

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2024 $ 764 $ ( 336 ) $ ( 173 ) $ 255

*The Company recorded $ 1.6 million of bad debt expense in 2025, including $ 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 accordingly, not included in the table above.

(6) INVENTORY

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(7) DEFERRED RENTS RECEIVABLE

The Company is the lessor under operating leases which contain rent holidays, escalating rents over time, options to renew, and requirements to pay property taxes, insurance and/or maintenance costs.

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 3).

In connection with the FSC Acquisition, the Company ceased receiving rental payments and recognizing rental income from FSC related to these properties and wrote off the remaining deferred rent receivable related to these subleases aggregating $ 0.5 million.

The Company recognized fixed rental receipts from operating leases 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 consolidated balance sheets.

The Company is not the lessor under any finance leases.

The Company recognizes fixed rental receipts from operating leases on a straight line basis over the expected lease term.

Differences between amounts received and amounts recognized are recorded in Deferred rents receivable in the consolidated balance sheets.

The Company currently leases a cannabis cultivation, processing and dispensary facility that it owns in Delaware to a cannabis-licensed client under a triple net lease that expires in 2035.

The Company had also previously leased a portion of an owned property in Massachusetts under a lease that expired in February 2023, after which the tenant continued to rent

the space on a month-to-month basis through November 2023.

The Company expanded its cultivation footprint into this space and accordingly, it is currently utilizing this space for its operations.

The Company currently subleases two properties - a cannabis production facility with offices under a sublease that expires in January 2026 and contains an option to negotiate an extension of the sublease term, and a dispensary under a sublease that expires in April 2027.

The Company also subleases a portion of a third property that it developed into a cultivation facility under a sublease that expires in March 2030, with an option to extend the term for three additional five-year periods.

These properties are all subleased to a cannabis-licensed client in Delaware.

The Company received rental payments aggregating $ 1.2 million and $ 2.0 million in the years ended December 31, 2024 and 2023, respectively.

The Company recognized rental revenue on a straight line basis totaling $ 1.1 million and $ 1.5 million for the years ended December 31, 2024 and 2023, respectively.

Future minimum rental receipts for non-cancellable leases and subleases as of December 31, 2024 were as follows (in thousands):

Year ending December 31,

Thereafter 1,930

Total $ 6,964

(8) NOTES RECEIVABLE AND OMNIBUS

The Company received rental payments and recognized rental income of $ 0.2 million in the year ended December 31, 2025, all of which was recorded in the three months ended March 31, 2025.

The Company received rental payments and recognized rental income of $ 1.2 million and $ 1.1 million, respectively, for the year ended December 31, 2024.

(8) NOTE RECEIVABLE AND OMNIBUS

Note Receivable

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Dustin Sulak ("Healer"), of approximately $ 866,000 and $ 892,000 , respectively.

Of these amounts, approximately $ 52,000 was current at each of December 31, 2024 and 2023.

The balance at December 31, 2024 included approximately $ 26,000 of unpaid interest.

The entire receivable was current at December 31, 2025, and approximately $ 52,000 was current at December 31, 2024.

The note bears interest at 6 % per annum and requires quarterly interest payments through the April 2026 maturity date.

The Company has the right to offset any licensing fees payable by the Company to Healer in the event that Healer fails to make any payment when due.

The balance at December 31, 2024 included approximately $ 26,000 of unpaid interest.

As of December 31, 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 that Healer fails to make any note payment when due.

Omnibus Agreement

On July 1, 2023 (the "Omnibus Agreement Date"), the Company entered into an Omnibus Agreement with First State Compassion Center ("FSCC"), the Company's cannabis-licensed client in Delaware (the "Omnibus Agreement"):

(a) consolidating all amounts owed by FSCC to the Company and its affiliated entities as described below, aggregating $ 11.0 million;

(b) providing for the automatic conversion of all amounts owed by FSCC to the Company, upon the approval of adult cannabis use in Delaware, into 100 % ownership of FSCC's licenses and business;

and (c) extending to FSCC, in the Company's sole discretion, up to an additional $ 2.0 million of working capital loans.

The Omnibus Agreement has a term of five years , with an automatic five-year extension if adult cannabis use is not approved in Delaware by the maturity date, and bears 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 is being determined.

In May 2023, the state of Delaware approved the adult use of cannabis.

As of December 31, 2024, Delaware had not approved the conversion of FSCC from a non-profit to a for-profit business, nor the conversion of the existing license to adult-use.

The Omnibus Agreement is reported as a component of Other assets in the consolidated balance sheets at both December 31, 2024 and 2023.

On February 28, 2025, the Company completed the acquisition of FSCC in accordance with the terms of the Omnibus Agreement.

The amount due under the Omnibus Agreement, which was a included as a component of Other assets in the consolidated balance sheet at December 31, 2024, was treated as purchase consideration in connection with the FSC Acquisition (see Note 3).

(9) PROPERTY AND EQUIPMENT

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During the years ended December 31, 2025 and 2024, additions to property and equipment totaled $ 1.2 million and $ 12.0 million, respectively.

Of the additions to property and equipment in the year ended December 31, 2024, $ 0.3 million of such additions were paid for by the issuance of Company common stock.

During the year ended December 31, 2025, the Company wrote off property and equipment with an original cost aggregating $ 1.9 million.

The Company recognized a loss on these write-offs of $ 0.1 million.

Depreciation expense for the years ended December 31, 2025 and 2024 was $ 8.1 million and $ 7.9 million, respectively.

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amortization Net

Trade name and trademarks 7.38 $ 3,159 $ 2,466 $ 693

Trade named and trademarks 5.64 $ 3,729 $ 3,224 $ 505

Licenses and customer base 8.68 23,955 7,250 16,705

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Balance at January 1, $ 15,812 $ 11,993

Ermont Acquisition and subsequent adjustments to the purchase price allocation 3,819 3,914

FSC Acquisition 8,190 —

Adjustments to Ermont, Inc.

purchase price allocation* — 3,819

Balance at December 31, $ 24,002 $ 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 trade names and trademarks intangible asset, licenses and customer base intangible asset, and goodwill.

Goodwill is tested on an annual basis for impairment.

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Based on these tests, the Company determined that there was no goodwill impairment in the years ended December 31, 2025 and 2024.

Term Loan (the "CA Term Loan")

On January 24, 2023 (the "Term Loan Date"), the Company entered into a Loan and Security Agreement, by and among the Company, subsidiaries of the Company from time to time party thereto (collectively with the Company, the “CA Borrowers”), lenders from time to time party thereto (the “CA Lenders”), and Chicago Atlantic Admin, LLC (“Chicago Atlantic”), as administrative agent for the Lenders (the "CA Credit Agreement").

Proceeds from the CA Credit Agreement were designated to complete the build-out of a new cultivation and processing facility in Illinois, complete the build-out of a new processing kitchen in Missouri, expand existing cultivation and processing facilities in Massachusetts and Maryland, fund certain capital expenditures, and repay in full the Kind Notes incurred in 2022 in connection with the acquisition of Kind Therapeutics USA, which repayment occurred on January 24, 2023.

The remaining balance, if any, was expected to be used to fund acquisitions.

The CA Credit Agreement allowed for $ 35.0 million in the aggregate of principal borrowings at the CA Borrowers’ option and further provided the CA Borrowers with the right, subject to customary conditions, to request an additional incremental term loan in the aggregate principal amount of up to $ 30.0 million, provided that the CA Lenders elected to fund such incremental term loan.

$ 30.0 million of loan principal was funded at the initial closing (the "CA Term Loan"), which amount was reduced by an original issuance discount of $ 0.9 million (the "CA Original Issuance Discount").

The Company had the option, during the six-month period following the initial closing, to draw down an additional $ 5.0 million, which it did not elect to do.

The loan required scheduled amortization payments of 1.0 % of the principal amount outstanding under the CA Credit Agreement per month commencing in May 2023, and the remaining principal balance was due in full on January 24, 2026, subject to extension to January 24, 2028 under certain circumstances.

The CA Credit Agreement provided the CA Borrowers with the right, subject to specified limitations, to incur (a) seller-provided debt in connection with future acquisitions, (b) additional mortgage financing from third-party lenders secured by real estate currently owned and acquired after the closing date, and (c) additional debt in connection with equipment leasing transactions.

The obligations under the CA Credit Agreement were secured by substantially all of the assets of the CA Borrowers, excluding specified parcels of real estate and other customary exclusions.

The CA Credit Agreement provided for a floating annual interest rate equal to the prime rate then in effect plus 5.75 %, which rate could be increased by 3.00 % upon an event of default or 7.50 % upon a material event of default as provided in the CA Credit Agreement.

At any time, the Company could voluntarily prepay amounts due under the facility in minimum $ 5.0 million increments, subject to a three -percent prepayment premium and, during the first 20 -months of the term, a “make-whole” payment.

The CA Credit Agreement included 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 or insolvency.

The CA Credit Agreement also included customary negative covenants limiting the CA Borrowers’ ability to incur additional indebtedness and grant certain liens, among others.

Additionally, the CA Credit Agreement required the CA Borrowers to meet certain financial tests.

The Company was in compliance with the CA Credit Agreement covenants and financial tests throughout the term of the CA Credit Agreement.

The CA Credit Agreement provided for 30 % warrant coverage against amounts funded under the facility, priced at a 20 % premium to the trailing 20 -day average price on the closing date of each such funding.

At the initial closing, upon funding of the initial $ 30.0 million under the facility, the Company issued to the CA Lenders an aggregate of 19,148,936 warrants to purchase shares of the Company’s common stock at $ 0.47 per share, exercisable for a five-year period following issuance.

The Company recorded the warrants at their present value of $ 5.5 million as of January 24, 2023 as a component of Additional paid-in capital on the consolidated balance sheet, and discounted the CA Term Loan amount by $ 5.5 million (the "CA Warrant Discount").

The Company amortized the CA Warrant Discount to interest expense over the period that the CA Credit Agreement was outstanding.

The Company incurred $ 1.8 million of third party costs (i.e., legal fees, referral fees, etc.) in connection with the CA Term Loan, which were recorded as a discount to the CA Term Loan (the "CA Third-Party Costs Discount"), which was being amortized to interest expense over the term of the CA Credit Agreement.

The Company recorded $ 2.1 million of aggregate interest amortization from the Term Loan Date to the CA Payoff Date (as described below) related to the CA Original Issuance Discount, CA Warrant Discount and CA Third Party Costs Discount.

On November 16, 2023 (the "CA Payoff Date"), the Company repaid and retired the CA Term Loan (the "CA Term Loan Payoff") using proceeds from a new $ 58.7 million loan entered into on the same date (see "CREM Loan" below).

The CA Term Loan Payoff amount totaled $ 32.7 million, comprised of $ 28.5 million for the outstanding principal, $ 3.7 million for the make-whole payment, $ 0.2 million for accrued unpaid interest and $ 0.3 million for transaction-related fees.

The Company recognized a loss of $ 10.2 million in connection with the CA Term Loan Payoff, which it recorded in the fourth quarter of 2023.

Mortgages and Notes Payable

The Company's mortgages and notes payable are reported in the aggregate on the consolidated balance sheets under the captions Mortgages and notes payable, current portion, and Mortgages and notes payable, net of current portion.

The Company's mortgages and notes payable balances at December 31, 2024 and 2023 were comprised of the following (in thousands):

Construction to Permanent Commercial Real Estate Mortgage Loan ("CREM Loan"), net of debt discount of $ 1,460 and $ 1,534 at December 31, 2024 and 2023, respectively

The Company's mortgage and notes payable balances at December 31, 2025 and 2024 were comprised of the following (in thousands):

CREM Loan, net of debt discount of $ 1,387 and $ 1,460 at December 31, 2025 and 2024, respectively

$ 56,037 $ 57,136

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DuQuoin State Bank

Anna, IL and Harrisburg, IL properties (refinanced) 1,979 —

DuQuoin State Bank

Metropolis, IL property 2,358 2,427

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Promissory notes issued as purchase consideration - MedLeaf Acquisition — 1,377

Promissory note issued as purchase consideration - Allgreens Acquisition 1,000 —

Promissory note issued as purchase consideration - Allgreens Dispensary, LLC — 1,000

Promissory note issued to purchase land 352 352

Promissory notes issued to purchase motor vehicles 185 168

Promissory note issued to purchase other machinery and equipment 293 —

Total mortgages and notes payable 72,745 74,986

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Mortgages and notes payable, net of current $ 70,192 $ 69,860

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").

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 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 Agreement and pledged to the CREM Lender its equity ownership in each CREM Borrower as security for the loan.

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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 CREM Borrowers 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 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").

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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 for the CA Term Loan Payoff, $ 11.9 million to pay off the mortgage with Bank of New England for 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.

These payments were comprised of $ 32.7 million for the CA Term Loan Payoff, $ 11.9 million to pay off the mortgage with Bank of New England for 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 acquisition of Ermont, Inc.

as described under "Promissory Notes Issued As Purchase Consideration" below.

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 interest amortization of approximately $ 73,000 in the year ended December 31, 2024 and nominal interest amortization in the year ended December 31, 2023 related to the CREM Closing Costs Discount.

The Company recorded interest amortization of approximately $ 73,000 in each of the years ended December 31, 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 includes customary negative covenants limiting the CREM Borrowers' 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 year ended December 31, 2024, $ 5.1 million of the escrowed portion of the loan proceeds was released to the Company.

The Company made interest-only payments to the CREM Lender through November 30, 2024 and commenced principal payments in December 2024.

During the year ended December 31, 2024, the Company made interest-only payments aggregating $ 4.8 million and a principal payment of $ 0.1 million.

During the year ended December 31, 2025, the Company made payments under the CREM Loan Agreement aggregating $ 6.1 million, comprised of $ 1.2 million of principal and $ 4.9 million of interest.

During the year ended December 31, 2024, the Company received $ 5.1 million of the amount previously held back by the CREM Lender.

The Company made interest-only payments through November 30, 2024 and commenced principal payments in December 2024.

During the year ended December 31, 2024, the Company made interest payments aggregating $ 4.8 million and a principal payment of $ 0.1 million.

The current portion of the outstanding principal balance of the CREM Loan was $ 1.3 million and $ 1.2 million at December 31, 2025 and 2024, respectively.

Through November 16, 2023, the Company had a mortgage outstanding with Bank of New England secured by the Company’s properties in New Bedford, MA and Middleborough, MA in the original amount of $ 13.0 million, which bore interest of 6.5 % per annum and was scheduled to mature in August 2025 (the “Refinanced Mortgage”).

The Company used $ 11.9 million of the proceeds from the CREM Loan Transaction to pay the outstanding principal of the Refinanced Mortgage, and such mortgage was retired.

The Company recorded a loss of $ 0.2 million on the early repayment of the Refinanced Mortgage, which amount is included as a component of Loss on extinguishment of debt in the Company's consolidated statement of operations for the year ended December 31, 2023.

Concurrent with the repayment of the Refinanced Mortgage, the Company refinanced the properties through the CREM Loan and accordingly, effective November 16, 2023, the mortgage on these properties is held by Needham Bank, which mortgage matures in 2033 and which outstanding amount is included as a component of the CREM Loan outstanding balance.

Bank of New England (Wilmington, DE)

The Company maintains a mortgage with Bank of New England for the 2016 purchase of a building in Wilmington, DE, which was developed into a cannabis seed to sale facility and is currently leased to the Company’s cannabis-licensed client in that state.

Effective December 31, 2025, the Company and the CREM Borrowers entered into a First Amendment to the CREM Loan Agreement (the "Amendment") in connection with a federal tax lien filed against the Company relating to its 2023 income taxes (the "Tax Lien"), which the Company is disputing (the "Disputed Taxes").

Pursuant to the Amendment, beginning in January 2026, the CREM Borrowers are required to deposit $ 100,000 per month into a non-interest-bearing cash collateral reserve account to be held by the CREM Lender until the full amount of the Disputed Taxes is on deposit.

The account is pledged as additional collateral under the CREM Loan Agreement and the amounts on deposit are available for payment of the Disputed Taxes.

The Amendment also modified the CREM Borrowers' reporting obligations under the CREM Loan Agreement.

All other material terms of the CREM Loan Agreement remain in effect.

Bank of New England (Wilmington, Delaware)

The Company maintains a mortgage with Bank of New England for the 2016 purchase of a building in Wilmington, Delaware, 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, and with the rate adjusting every five years to the then prime rate plus 1.5 % with a floor of 5.25 % per annum.

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At December 31, 2025 and 2024, the current portion of the outstanding principal balance under this mortgage was approximately $ 148,000 and $ 140,000 , respectively.

DuQuoin State Bank (Anna, IL and Harrisburg, IL)

In May 2016, the Company entered into a mortgage agreement with DuQuoin State Bank (“DSB”) for the purchase of properties in Anna, IL and Harrisburg, IL, which the Company developed into two free-standing retail dispensaries.

On May 5 th 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.

DuQuoin State Bank (Anna, Illinois and Harrisburg, Illinois)

In May 2016, the Company entered into a mortgage agreement with DuQuoin State Bank (“DSB”) for the purchase of properties in Anna, Illinois and Harrisburg, Illinois (the "DSB Original Mortgage"), which the Company developed into two free-standing retail dispensaries.

On May 5 th of each year, this mortgage was 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 9.50 % per annum.

At both December 31, 2024 and 2023, the current portion of the outstanding principal balance under this mortgage was approximately $ 27,000 .

DuQuoin State Bank (Metropolis, IL)

In July 2021, the Company purchased the land and building in which it operates its cannabis dispensary in Metropolis, IL.

In connection with this purchase, the Company entered into a 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.

At December 31, 2024, the current portion of the outstanding principal balance under this mortgage 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 December 31, 2025, the current portion of the outstanding principal balance under the DSB Refinance Mortgage was approximately $ 38,000 .

DuQuoin State Bank (Metropolis, Illinois)

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 related mortgage obligation, reducing the Company’s ownership interest in Metro to 70.0 %.

At December 31, 2024 and

2023, the current portion of the outstanding principal balance of this mortgage was approximately $ 56,000 and $ 46,000 , respectively.

At December 31, 2025 and 2024, the current portion of the outstanding principal balance under this mortgage was approximately $ 55,000 and $ 56,000 , respectively.

DuQuoin State Bank (Mt.

Vernon, IL) grow and production)

Vernon, Illinois grow and production)

In July 2022, Mari Holdings Mt.

Vernon LLC, a wholly-owned subsidiary of the Company, entered into a $ 3.0 million loan agreement and mortgage with DSB secured by property owned in Mt.

Vernon, IL, which the Company developed into a grow and production facility.

Vernon, Illinois, which the Company developed 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 United States Prime Rate (with an interest rate floor of 7.75 %).

2 unchanged sentences

DuQuoin State Bank (Mt.

Vernon, IL retail)

In February 2020, the Company entered into a mortgage agreement with South Porte Bank for the purchase and development of a property in Mt.

Vernon, IL (the "South Porte Bank Mortgage").

Beginning in August 2021, pursuant to an amendment to 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 the South Porte Bank Mortgage, which totaled approximately $ 778,000 .

In January 2024, the Company refinanced this property and entered into a $ 1.2 million mortgage with DSB.

The mortgage with DSB has a 17 -year term and bears interest at the rate of 9.50 % per annum.

The current portion of the outstanding principal balance of this mortgage was approximately $ 31,000 at December 31, 2024.

Vernon, Illinois retail)

In January 2024, the Company refinanced this property and entered into a $ 1.2 million loan and mortgage agreement with DSB.

The mortgage with DSB 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 $ 30,000 and $ 31,000 at December 31, 2025 and 2024, respectively.

This property had previously been financed through a mortgage with another bank, which mortgage was repaid in full in 2023.

Promissory Notes

Promissory Notes Issued as Purchase Consideration

In connection with the Ermont Acquisition, the Company issued the Ermont Note (see Note 3), in the principal amount of $ 7.0 million.

The Ermont Note matures in March 2029 and bears interest at 6.0 % per annum, with payments of interest-only for two years , and quarterly payments of principal and interest in arrears thereafter.

In connection with the March 9, 2023 acquisition of Ermont Inc., the Company issue 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.

4 unchanged sentences

The fair value of the Ermont Note was $ 3.2 million and $ 2.9 million at December 31, 2025 and 2024, respectively.

The current portion of the outstanding principal balance of the Ermont Note was $ 0.5 million at December 31, 2024.

The Ermont Note did not have a current portion recorded at December 31, 2023.

The current portion of the outstanding principal balance of the Ermont Note was $ 0.1 million and $ 0.5 million at of December 31, 2025 and 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 percentage of the monthly gross sales of the Beverly Dispensary (the "Greenhouse Naturals Note").

In December 2022, the Company acquired the assets associated with a cannabis dispensary in Beverly, Massachusetts (the "Beverly Dispensary") from Greenhouse Naturals LLC.

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 2031.

In the third quarter of 2023, the Company updated its forecast of revenue attributable to the Beverly Dispensary and accordingly, adjusted the schedule of estimated future payments on the Greenhouse Naturals Note.

The fair value of the Greenhouse Naturals Note was $ 3.4 million and $ 3.8 million at December 31, 2025 and 2024, respectively.

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In connection with the MedLeaf Acquisition, the Company issued the MedLeaf Note, totaling $ 2.0 million (see Note 3).

The MedLeaf Note bears interest at a rate of 8.0 % per annum and matures on October 5, 2025.

The MedLeaf Note calls for six equal principal payments, paid quarterly, which payments began on July 5, 2024.

The MedLeaf Note bore interest at a rate of 8.0 % per annum and matured on October 5, 2025.

The MedLeaf Note called for six equal principal payments, paid quarterly, which payments began on July 5, 2024.

The Company made the final payment in September 2025, satisfying the MedLeaf Note in full.

At December 31, 2024, the MedLeaf Note had an outstanding balance of $ 1.4 million, all of which was recorded as current.

In connection with the Allgreens Acquisition, the Company issued promissory notes aggregating $ 1.0 million (see Note 3).

The Allgreens Notes bear interest at a rate of 7.5 % per annum and will mature one year from the date that the dispensary is permitted to commence operations.

The Allgreens Notes bore interest at a rate of 7.5 % per annum and matured one year from the date that the dispensary was permitted to commence operations.

The Allgreens Notes had an aggregate outstanding balance of $ 1.0 million at December 31, 2024, all of which was recorded as current and was in default.

Kind Therapeutics USA

In connection with the 2022 acquisition of Kind Therapeutics USA ("Kind"), the Company issued four-year promissory notes aggregating $ 6.5 million with an interest rate of 6.0 % per annum to the members of Kind (the "Kind Notes").

In connection with the CA Credit Agreement, on January 24, 2023, the Company repaid the Kind Notes in full, aggregating $ 5.4 million, including approximately $ 420,000 of accrued interest.

There was no penalty in connection with the early repayment of the Kind Notes.

In April 2025, the Company and the former owners of Allgreens agreed to revise the repayment terms of the Allgreens Notes.

Promissory Notes Issued to Purchase Property and Equipment

At each of December 31, 2024 and 2023, the Company had five outstanding promissory notes in connection with the purchase of commercial motor vehicles.

The Company had six and five outstanding promissory notes in connection with the purchase of commercial motor vehicles at December 31, 2025 and 2024, respectively.

At December 31, 2025, the outstanding notes had an aggregate outstanding balance of approximately $ 185,000 , of which approximately $ 45,000 was current.

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The weighted average remaining terms of these notes were 4.06 years and 4.27 years at December 31, 2025 and 2024, respectively.

At December 31, 2024, 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 .

At each of December 31, 2025 and 2024, the Company had an outstanding note in connection with the 2024 purchase of a parking lot adjacent to its Middleborough, Massachusetts dispensary totaling $ 352,000 .

The note bears interest at 4.0 %, 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.

At December 31, 2025, the current portion of the M&E Note was approximately $ 169,000 .

Future Payments

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Series B Convertible Preferred Stock

The Company had 4,908,333 shares of Series B Convertible Preferred Stock (the "Series B Stock") outstanding at each of December 31, 2024 and 2023, which shares are held by three institutional shareholders (the “Series B Holders”).

The Company had 4,908,333 shares of Series B Convertible Preferred Stock (the "Series B Stock") outstanding at each of December 31, 2025 and 2024, which shares were held by three institutional shareholders (the “Series B Holders”).

The original issuance date of the Series B Stock was February 27, 2020.

The Series B Holders are entitled to cast the number of votes equal to the number of shares of common stock into which the shares of Series B Stock are convertible, together with the holders of 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 the 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 as defined in the Series B Stock 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 then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B Stock in an amount calculated pursuant to the Series B Stock certificate of designation.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the Series B Holders then outstanding 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 common stock by reason of their ownership thereof, an amount per share equal to $ 3.00 , plus any dividends declared but unpaid thereon, with any remaining assets distributed on a prorated basis among the holders of the shares of Series B Stock and 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 to common stock.

At any time on or prior to the six-year anniversary of the original issuance date of the Series B Stock, (i) the Series B Holders have the option to convert their shares of Series B Stock into 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, of the shares of Series B Stock into the Company's common stock at a conversion price of $ 3.00 if the daily volume weighted average price of 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 2020 issuance of the Series B Stock, all outstanding shares of Series B Stock shall automatically convert into 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;

• 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 common stock at a conversion price per share equal to $ 3.00 per share divided by the sixty-day VWAP;

• pay cash to the Series B Holders equal to $ 3.00 per share ($ 14,725,000 );

• 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 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 shares of Series B Stock.

The Series B Holders were entitled to cast the number of votes equal to the number of shares of common stock into which the shares of Series B Stock were convertible, together with the holders of 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 was required for certain acts taken by the Company, including the 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 as defined in the Series B Stock certificate of designation.

The Series B Stock would, with respect to dividend rights and rights on liquidation, winding up and dissolution, rank senior to the Company’s common stock.

The Company could 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 then outstanding first received, or simultaneously received, a dividend on each outstanding share of Series B Stock in an amount calculated pursuant to the Series B Stock certificate of designation.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the Series B Holders then outstanding were entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment could be made to the holders of common stock by reason of their ownership thereof, an amount per share equal to $ 3.00 , plus any dividends declared but unpaid thereon, with any remaining assets distributed on a prorated basis among the holders of the shares of Series B Stock and 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 to common stock.

At any time on or prior to the six-year anniversary of the original issuance date of the Series B Stock, (i) the Series B Holders had the option to convert their shares of Series B Stock into common stock at a conversion price of $ 3.00 per share, without the payment of additional consideration, and (ii) the Company had the option to convert all, but not less than all, of the shares of Series B Stock into the Company's common stock at a conversion price of $ 3.00 if the daily volume weighted average price of common stock (the “VWAP”) exceeded $ 4.00 per share for at least twenty consecutive trading days prior to the date on which the Company gave notice of such conversion to the Series B Holders.

On February 28, 2026, the day following the six-year anniversary of the 2020 issuance of the Series B Stock, pursuant to the mandatory conversion provisions of the Series B Stock, all outstanding shares of the Series B Stock would have automatically converted into 4,908,333 shares of common stock and the Company would have been obligated to pay the holders of the Series B Stock (the "Series B Holders") an amount equal to the difference between the sixty-day VWAP (approximately $ 0.1018 ) and $ 3.00 per share, or approximately $ 14.2 million (the "Series B Obligation").

Series B Stock Restructuring and Exchange Agreement

On February 24, 2026, the Company and the Series B Holders entered into a Restructuring and Exchange Agreement (the “Restructuring and Exchange Agreement”) to address and restructure the Series B Obligation (the “Loan Restructuring Transaction”) (see Note 21).

Series C Convertible Preferred Stock

In March 2021, the Company entered into a securities purchase agreement with Hadron Healthcare Master Fund (“Hadron”) with respect to a financing facility of up to $ 46.0 million in exchange for newly-designated Series C Convertible Preferred Stock of the Company (the "Series C Stock") and warrants to purchase the Company’s common stock (the "Hadron Agreement").

At that time, Hadron purchased $ 23.0 million of Units at a price of $ 3.70 per Unit.

Each Unit is comprised of one share of Series C Stock and a four-year warrant to purchase two and one-half shares of common stock.

The Company issued to Hadron 6,216,216 shares of Series C Stock and warrants to purchase up to an aggregate of 15,540,540 shares of common stock.

Each share of Series C Stock is convertible, at the holder’s option, into five shares of MariMed 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 attained and the market value of the Company’s common stock reaches certain predetermined levels.

Provided that at least 50.0 % of the shares of Series C Stock remained outstanding, Hadron had the right to appoint one observer to the Company’s Board of Directors (the "Board") and to each of its Board committees, and appoint a member to the Board if and when a seat became available, at which time the observer roles would terminate.

The transaction also imposed certain covenants on the Company with respect to the incurrence of new indebtedness, the issuance of additional shares of preferred stock, and the payment of distributions.

On August 4, 2022, the Company and Hadron entered into a second amendment to the Hadron Agreement pursuant to which, inter alia, (i) Hadron's obligation to provide any further funding to the Company and the Company's obligation to sell any further securities to Hadron was terminated, and (ii) certain covenants restricting the Company's incurrence of new indebtedness were eliminated.

During the year ended December 31, 2023, in three separate transactions, the Company converted, at Hadron's request in accordance with the terms and conditions of the Series C Stock, a total of 5,060,942 shares of Series C Stock into 25,304,710 shares of the Company's common stock (the "Conversions").

The Conversions were 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 a gain or loss on the Conversions, as they were effected in accordance with the Series C Stock certificate of designation.

Upon the Conversions, less than 50.0 % of the shares of Series C Stock remained outstanding, and as a result, Hadron's rights to appointment a designee to the Board and an observer to the Board and each of the Board's committees terminated.

At December 31, 2024, 1,155,274 shares of Series C Stock remained outstanding.

There were no such conversions in the year ended December 31, 2024.

In March 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 MariMed 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 MariMed common stock, and each warrant is exercisable at an exercise price of $ 1.087 per share.

The warrants, which expired on March 1, 2025, were subject to early termination if certain milestones were attained and the market value of the Company’s common stock reached certain predetermined levels.

During the year ended December 31, 2025, the Company converted, at Hadron's request in accordance with the terms and conditions of the Series C Stock Certificate of Designation, the remaining outstanding 1,155,274 shares of Series C Stock into 5,776,370 shares of the Company's common stock (the "Conversion"), after which no shares of Series C Stock were outstanding.

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.

There were no such conversions in the year ended December 31, 2024, and at December 31, 2024, 1,155,274 shares of Series C Stock remained outstanding.

(13) STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION

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The Amended and Restated Stock Award and Incentive Plan (the "2018 Plan") provides for the award of options to purchase the Company's common stock ("stock options"), restricted stock units ("RSUs"), stock appreciation rights, restricted stock, deferred stock, dividend equivalents, performance shares or other stock-based performance awards, as well as other stock- or cash-based awards.

At December 31, 2024, there were 25,481,098 total shares of common stock available for future issuance under the 2018 Plan.

At December 31, 2025, there were 24,258,622 shares of common stock available for future issuance under the 2018 Plan.

Stock Options

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Outstanding at January 1, 2025 34,271,921 $ 0.79

Granted 60,000 $ 0.14

Exercised — $ —

Forfeited ( 3,750 ) $ 0.44

Expired ( 15,116,000 ) $ 0.74

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Stock options granted under the 2018 Plan generally expire five years from the date of grant.

At December 31, 2024, the options outstanding had a weighted average remaining life of approximately one and one-half years.

The grant date fair values of stock options granted in the year ended December 31, 2024 were estimated using the Black-Scholes valuation model with the following assumptions:

Estimated life (in years) 1.18

Weighted average volatility 64.81 %

Weighted average risk-free interest rate 5.12 %

Dividend yield —

At December 31, 2025, all of the stock options outstanding were vested, with a weighted average remaining life of approximately nine months .

There were no stock options granted in the year ended December 31, 2025.

Restricted Stock Units

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This expense is included as a component of Acquisition-related and other in the Company's consolidated statements of operations for the year ended December 31, 2024.

In connection with the CA Credit Agreement (see Note 11), on January 24, 2023, the Company issued to the Lenders an aggregate of 19,148,936 warrants to purchase shares of the Company's common stock at $ 0.47 per share, exercisable during the five-year period following issuance.

In connection with the purchase by the Company of the outstanding minority interest in Mari Holdings MD LLC ("Mari MD") on April 13, 2023, the Company issued 400,000 warrants to purchase the Company's common stock at an exercise price of $ 0.40 per share (the "Mari MD Warrants").

The Mari MD Warrants expire on April 13, 2026.

The Company did not grant any warrants in the year ended December 31, 2025.

During the year ended December 31, 2025, 16,540,540 warrants, with a weighted average exercise price of $ 1.07 , expired.

At December 31, 2025, warrants to purchase up to 21,548,936 shares of common stock were outstanding, with a weighted average exercise price of $ 0.46 .

Other Common Stock Issuances

In addition to the activity related to stock options and RSUs described above, the Company also issued during the year ended December 31, 2024:

• 3,917,267 shares of restricted common stock with a fair value of $ 1.0 million in connection with the MedLeaf Acquisition (see Note 3);

• 45,299 shares of restricted common stock with an aggregate fair value of approximately $ 10,000 issued under a licensing and royalty agreement.

In addition to the activity related to RSUs described above and the shares issued in connection with the conversion of preferred stock to common stock (see Note 12), during the year ended December 31, 2025, the Company also issued 26,749 shares of restricted common stock under a licensing and royalty agreement with an aggregate fair value of approximately $ 3,000 .

Stock-Based Compensation

The Company recorded stock-based compensation expense of $ 1.9 million and $ 1.1 million for the years ended December 31, 2025 and 2024, respectively.

The expense for the year ended December 31, 2025 related to RSUs.

The expense for the year ended December 31, 2024 was comprised of $ 1.0 million for RSUs and $ 0.1 million for stock options.

(14) SEGMENT INFORMATION

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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:

The Company defines Adjusted EBITDA as income (loss) from operations, determined in accordance with GAAP, excluding the following:

• depreciation and amortization of property and equipment;

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Lease Commitments

At December 31, 2024, the Company was the lessee under eight operating leases and thirty-one finance leases.

At December 31, 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 types of facilities being leased.

The Company's operating lease agreements include its corporate headquarters, dispensaries and cannabis production and processing facilities.

The Company subleases three of these leased facilities to a cannabis-licensed client.

The Company's operating lease agreements 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 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 in January 2026 through July 2031, with such terms comprising a major part of the economic useful life of the leased property.

The Company leases machinery and office equipment under finance leases that expire from January 2026 through July 2031, with such terms comprising a major part of the economic useful life of the leased property.

The components of lease expense for the years ended December 31, 2025 and 2024 were as follows (in thousands):

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Purchases from this entity totaled $ 6.2 million and $ 4.6 million in the years ended December 31, 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 Company's Chief Revenue Officer (the "CRO") under a royalty agreement.

The Company pays royalties on the revenue generated from its Betty’s Eddies product line to an entity owned by the COO and the Company's Chief Commercial Officer (the "CCO") under a royalty agreement.

Under this agreement, the royalty on all sales of Betty’s Eddies products is 3.0 % if sold directly by the Company and between 1.3 % and 2.5 % if licensed by the Company for sale by third parties.

Future developed products (i.e., ice cream) 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.

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 for the years ended December 31, 2025 and 2024 approximated $ 649,000 and $ 634,000 , respectively.

During the years ended December 31, 2025 and 2024, one of the Company’s majority-owned subsidiaries paid distributions of approximately $ 6,400 and $ 5,000 , respectively, to the CEO, who owns a minority equity interest in such subsidiary.

At December 31, 2024, the Company had an outstanding accounts payable balance of approximately $ 251,000 in connection with fixed assets purchased from a third-party company in which the CEO has a controlling interest.

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 the noncontrolling interests in this this majority-owned subsidiary remains unchanged.

During the year ended December 31, 2024, this majority-owned subsidiary made distribution payments of approximately $ 6,750 and $ 20,250 to the CEO and COO, respectively.

Prior to December 31, 2023, FSCC, the cannabis-licensed client in Delaware that the Company manages, paid fees to BKR Management Inc., a company partially owned by the CEO, related to the initial formation, licensing and establishment of FSCC's cannabis operations.

The aggregate fees paid by FSCC were approximately $ 192,000 for the year ended December 31, 2023.

Payment of these fees terminated effective as of December 31, 2023.

These membership units were purchased from the previous minority interest-holder, and accordingly, the percentage of the noncontrolling interests in this majority-owned subsidiary remains unchanged.

During the years ended December 31, 2025 and 2024, this majority-owned subsidiary made distribution payments to the CEO of approximately $ 9,000 and $ 6,750 , respectively, and payments to the COO of approximately $ 27,000 and $ 20,250 , respectively.

At December 31, 2025 and 2024, the Company had an outstanding accounts payable balance of approximately $ 448,000 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.

In addition, during the fourth quarter of 2025, the CEO advanced $ 50,000 to the Company for certain operating activities.

At December 31, 2025, the Company’s mortgages with Bank of New England and DSB were personally guaranteed by the CEO.

Additionally, the CEO provided a limited guaranty to the CA Lenders under the CA Credit Agreement through its repayment in November 2023.

The CEO had also guaranteed the South Porte Bank Mortgage prior to its repayment in May 2023.

(19) INCOME TAXES

The Company recorded provisions for income taxes of $ 8.2 million and $ 9.4 million for the years ended December 31, 2024 and 2023, respectively.

At December 31, 2024 and 2023, the Company’s cumulative federal net operating losses were $ 64.5 million and $ 71.2 million, respectively.

The provision recorded in the year ended December 31, 2024 was due in part to the impact of Section 280E of the Internal Revenue Code ("Section 280E"), which prohibits the deduction of certain ordinary business expenses, the change in valuation allowance against deferred tax assets, and other nondeductible expenses.

The provision recorded in the year ended December 31, 2022 was due in part to the impact of Section 280E of the Internal Revenue Code, which prohibits the deduction of true-ups from changes that occurred between when the provision for the year ended December 31, 2022 was determined and when the related tax returns were filed, and reserves recorded against uncertain tax positions taken on the tax return as filed.

Reconciliations of the Company’s effective tax rates and the statutory tax rate for the years ended December 31, 2024 and 2023 were as follows:

The Company adopted Accounting Standards Update 2023-09, Improvements to Income Tax Disclosures ("ASU 2023-09") on a prospective basis within its annual reporting for the year ended December 31, 2025.

ASU 2023-09 increases the disclosure requirements around rate reconciliation information and certain types of income taxes companies are required to pay.

ASU 2023-09 became effective for the Company beginning with its 2025 annual financial statements, which additional disclosure is included herein.

Earnings before income taxes in the years ended December 31, 2025 and 2024 were taxed within the United States only.

There were no earnings before taxes outside the United States.

The components of the Company provisions for income taxes for the years ended December 31, 2025 and 2024 were as follows (in thousands):

Year ended December 31,

Current tax expense:

United States:

Federal $ 3,110 $ 8,091

State and local 484 68

Total 3,594 8,159

Deferred tax expense:

United States:

State and local — —

Total expense $ 3,594 $ 8,159

At December 31, 2025 and 2024, the Company’s cumulative federal net operating losses were $ 38.6 million and $ 64.5 million, respectively.

The provisions recorded in the years ended December 31, 2025 and 2024 were due in part to the impact of Section 280E of the Internal Revenue Code ("Section 280E"), which prohibits the deduction of certain ordinary business expenses, the change in valuation allowance against deferred tax assets, and other nondeductible expenses.

A reconciliation of the Company’s effective tax rate and the statutory tax rate for the year ended December 31, 2025 is as follows (dollars in thousands):

U.S federal taxes at the statutory rate 21.0 % $ ( 2,293 )

State and local income taxes, net of federal income tax effect * ( 5.0 ) % 550

Change in valuation allowance 23.3 % ( 2,540 )

Nontaxable or nondeductible items:

Income from K-1s ( 1.4 ) % 155

280E adjustment ( 93.6 ) % 10,227

Non-deductible amortization ( 4.0 ) % 437

RSU (windfall) shortfall ( 1.4 ) % 150

Other ( 1.0 ) % 106

Change in unrecognized tax benefits ** 41.5 % ( 4,531 )

Deferred tax true-ups ( 10.1 ) % 1,098

Tax penalties ( 1.5 ) % 158

Other ( 0.7 ) % 77

Effective tax rate ( 32.9 ) % $ 3,594

* Primarily comprised of state taxes in Illinois.

** Includes federal and state income tax effects related to prior year uncertain tax positions.

A reconciliation of the Company’s effective tax rate and the statutory tax rate for the year ended December 31, 2024 is as follows:

U.S federal taxes at the statutory rate 21.0 %

State taxes net of federal benefit ( 9.9 ) %

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Return to provision adjustments 3.1 %

Other 3.5 % ( 1.2 ) %

Valuation allowance 67.1 %

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Loss on equity investments 8,355 8,025

Goodwill write-offs — 115

Change in fair value of investments — 247

Lease payments 2,674 2,621

Lease liability 2,584 2,674

Accruals and reserves 399 169

Other 889 448

Deferred tax liabilities:

Depreciation ( 6,047 ) ( 6,925 )

Goodwill write-offs ( 303 ) —

Real estate revenue ( 2,613 ) ( 2,477 )

Fixed asset depreciation ( 4,804 ) ( 6,047 )

Intangible asset amortization ( 124 ) ( 303 )

Right of use assets ( 2,481 ) ( 2,613 )

Other ( 14 ) —

Net deferred tax asset 17,301 18,132

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Additions based on tax positions related to prior years 5,471 3

Reductions due to effective settlements ( 1,650 ) —

Reductions due to statute of limitations lapse ( 3,416 ) ( 397 )

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The Company does not expect its unrecognized tax benefits to change significantly over the next twelve months.

During the year ended December 31, 2025, the Company's unrecognized tax benefits increased by approximately $ 405,000 as a result of the lapse of the statute of limitations for uncertain tax positions relating to net operating losses deducted by subsidiaries that are subject to the provisions of Section 280E, offset by new positions taken related to deductions taken under Section 280E.

During the year ended December 31, 2024, the Company's unrecognized tax benefits decreased by approximately $ 394,000 as a result of the lapse of the statute of limitations for uncertain tax positions relating to net operating losses deducted by subsidiaries that are subject to the provisions of Section 280E.

During the year ended December 31, 2023, the Company's unrecognized tax benefits increased by $ 1.6 million as a result of uncertain tax positions relating to net operating losses deducted by subsidiaries that are subject to the provision of Section 280E of the Internal Revenue Code.

The Company is currently undergoing an IRS audit for the tax year ended December 31, 2022 for certain of its subsidiaries.

The result of this audit could reasonably result in a change in our uncertain tax positions related to net operating losses deducted within the next 12 months.

At this time, an estimate of the amount that could change for those uncertain tax positions cannot be made.

The Company believes that its reserves for uncertain tax positions are appropriate, and that it has meritorious defenses for its tax filings and will vigorously defend them during any audit process, appellate process and through litigation in courts, as necessary.

The Company classified interest and penalties related to unrecognized tax benefits as income tax expense.

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The Company is currently open to examination under the statute of limitations by the Internal Revenue Service and state jurisdictions for the tax years ended December 31, 2022 through December 31, 2025.

At December 31, 2024 and 2023, the Company's consolidated balance sheets included a receivable for income taxes of $ 0.8 million and $ 0.7 million, respectively, representing requests for refunds from the Internal Revenue Service and state taxing authorities, and are reported as components of Other current assets as of the respective balance sheets.

Cash paid (refunded) for income taxes in the years ended December 31, 2025 and 2024 was as follows (in thousands):

Year ended December 31,

federal $ ( 1,021 ) $ 780

state and local 308 ( 75 )

Total $ ( 713 ) $ 705

At each of December 31, 2025 and 2024, the Company's consolidated balance sheets included a receivable for income taxes of $ 0.8 million, representing requests for refunds from the Internal Revenue Service (the "IRS") and state taxing authorities, and are reported as components of Other current assets as of the respective balance sheets.

In June 2025, the IRS filed a lien against the Company in connection with an approximate $ 6 million 2023 tax liability.

In December 2025, the IRS filed a lien against FSC, a subsidiary of the Company, in connection with a $ 1.3 million tax liability related to FSC, which the Company acquired in March 2025 (the “FSC Liability”).

The Company recorded the FSC Liability as part of the allocation of purchase consideration to acquired assets and liabilities assumed (see Note 3).

The Company is disputing each assessment through Collection Due Process Hearings and pursuing a resolution of each matter, including potential reduction or collection alternatives.

While the matters are pending, IRS enforcement is generally stayed.

Although both liabilities are fully accrued in the accompanying consolidated financial statements, an unfavorable outcome could materially impact the Company's operations and financial position.

(20) COMMITMENTS AND CONTINGENCIES

Litigation Risk

From time to time, the Company may become involved in litigation or regulatory proceedings in the ordinary course of its business.

The cannabis industry is highly regulated, and many aspects of the Company's business involve substantial risk of liability.

Further, as an employer of a significant number of full- and part-time employees, from time to time in the ordinary course of business, the Company faces claims and threatened claims from former employees alleging wrongful termination and other similar alleged wrongdoing, which the Company disputes and which are not material.

Bankruptcy Claim

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("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 early 2020, GenCanna entered a Chapter 11 bankruptcy, which resulted in a liquidating plan that has been completed.

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 .

As of the date of this filing, there is insufficient information to determine the amount of further liquidation distributions, if any, that MMH may receive on account of its general unsecured claim.

On October 1, 2025, an incremental final liquidation distribution of $ 50,281 was received.

New Bedford, MA and Middleborough, MA Buildouts

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(21) SUBSEQUENT EVENTS

Equity Transaction

Series B Stock Restructuring and Exchange Agreement

On February 24, 2026, the Company and the Series B Holders entered into the Restructuring and Exchange Agreement to address and restructure the Series B Obligation.

Pursuant to the Restructuring and Exchange Agreement, the then outstanding shares of Series B Stock were cancelled, and the Series B Obligation was extinguished.

In exchange therefor, the Company issued to the Series B Holders (i) two new promissory notes in the aggregate principal amount of $ 8,000,000 , one in the principal amount of $ 2,000,000 , due March 1, 2028, accruing interest at a rate of 8.0 % per annum (“Note #1”) and the other in the principal amount of $ 6,000,000 , due March 1, 2031, accruing interest at a rate of 10.0 % per annum (subject to reduction to 8.0 % if Note #1 is paid in full within six (6) months of February 24, 2026) (“Note #2” collectively with Note #1, the “New Notes”), and (ii) 26,900,000 shares of an amended and restated class of the Company’s Series B Convertible Preferred Stock (the “New Series B Preferred Stock”), having an aggregate liquidation preference of $ 6,725,000 ($ 0.25 per share), and the rights, preferences and privileges set forth in the Second Amended and Restated Certificate of Designation filed with the Secretary of State of the State of Delaware on February 26, 2026 (the “Amended Certificate of Designation”).

The New Notes are guaranteed by certain subsidiaries of the Company pursuant to a Subsidiary Guaranty, dated as of February 24, 2026 (the “Subsidiary Guaranty”).

The New Series B Preferred Stock is non-voting.

However, the affirmative vote or consent of the holders of the New Series B Preferred Stock (the "New Series B Holders") voting separately as a class is required for certain acts taken by the Company, including the amendment or repeal of certain charter provisions, liquidation or winding up of the Company, creation of stock senior to the New Series B Preferred Stock, and/or other acts as defined in the Amended Certificate of Designation.

The New Series B Preferred Stock shall, with respect to dividend rights and rights on liquidation, winding up and dissolution, rank senior to the 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 New Series B Holders shall first receive, or simultaneously receive, a dividend on each outstanding share of New Series B Preferred Stock in an amount calculated pursuant to the Amended Certificate of Designation.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the New 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 common stock by reason of their ownership thereof, an amount per share equal to $ 0.25 , plus any dividends declared but unpaid thereon, with any remaining assets distributed on a prorated basis among the New Series B Holders and the holders of 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 to common stock.

At any time on or prior to the five-year anniversary of the original issuance date of the New Series B Preferred Stock, (i) the New Series B Holders have the option to convert their shares of New Series B Preferred Stock into shares of Common Stock on a one-for-one basis, without the payment of additional consideration, and (ii) the Company has the option to convert all, but not less than all, of the shares of New Series B Preferred Stock into Common Stock, on a one-for-one basis, if the VWAP exceeds $ 2.00 per share for at least twenty consecutive trading days prior to the date on which the Company gives notice of such conversion to the New Series B Holders and the average daily volume of shares traded is at least 400,000 shares.

On February 25, 2031, the day following the five-year anniversary of the original issuance date of the New Series B Preferred Stock, all outstanding shares of New Series B Preferred Stock shall automatically convert into common stock as follows:

If the sixty-day VWAP is less than or equal to $ 0.25 per share, the Company shall have the option to:

• convert all shares of New Series B Preferred Stock into shares of common stock at a conversion ratio of 1 :1 ( 26,900,000 shares), subject to adjustment upon the occurrence of certain events, and pay cash to the New Series B Holders equal to the difference between the sixty-day VWAP and $ 0.25 per share;

• pay cash to the New Series B Holders equal to $ 0.25 per share ($ 6,725,000 ).

If the sixty-day VWAP is greater than $ 0.25 per share, the Company shall have the option to:

• convert all shares of New Series B Preferred Stock into shares of common stock at a conversion price per share equal to $ 0.25 per share divided by the sixty-day VWAP;

• pay cash to the New Series B Holders equal to $ 0.25 per share ($ 6,725,000 );

• convert a number of shares of New Series B Preferred Stock, such number at the Company's sole discretion, into shares of the common stock valued at the sixty-day VWAP (the "Conversion Value") and pay cash to the New Series B Holders equal to the difference between $ 6,725,000 and the Conversion Value (shares issued multiplied by the sixty-day VWAP).

The Company shall at all times when New Series B Preferred Stock is outstanding, reserve and keep available 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 shares of New Series B Preferred Stock.

The Company evaluated the transaction under ASC 470, Debt , and ASC 480, Distinguishing Liabilities from Equity , and determined that the Loan Restructuring Transaction represents an extinguishment of the Series B Stock and issuance of new financial instruments The Company intends to record the New Notes at fair value as debt and included ass components of liabilities, and the New Series B Preferred Stock as temporary equity reported as mezzanine equity.

Based on preliminary valuation analysis, the Company estimates that it will recognize a non-cash gain on the extinguishment between $ 0.5 million an $ 1.0 million in the first quarter of 2026.

The final non-cash gain may differ based upon the completion of valuation procedures.

Equity Transactions

Subsequent to December 31, 2025, the Company issued 971,396 shares of common stock in the aggregate underlying RSUs that vested on various dates prior to the filing of this report.

On February 28, 2025, the Company completed the acquisition of FSCC in accordance with the terms of the Omnibus Agreement.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data