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Item 5. Other Information

2026-05-14 compared with 2025-11-06 · 37 added, 6 removed, 23 unchanged (65% of the section changed)

Other Information

On May 13, 2026, the Company entered into an employment agreement with each of Mario Pinho, the Company’s Chief Financial Officer (the “Pinho Agreement”), and Ryan Crandall, the Company’s Chief Commercial Officer (the “Crandall Agreement” and, together with the Pinho Agreement the “Employment Agreements”).

Each of Messrs.

Pinho and Crandall is hereinafter referred to as an “Executive” and together as the “Executives”.

The following is a brief description of the material terms of the respective Employment Agreements:

Pursuant to the Employment Agreements, Mr.

Pinho has a base salary of $300,000 and Mr.

Crandall has a base salary of $315,000, each with a target bonus opportunity equal to 50% of his then-applicable annual base salary and a maximum bonus opportunity equal to 120% of his then-applicable annual base salary.

Each of the Employment Agreements provides for severance payments and benefits upon certain terminations of employment under the terms of their respective Employment Agreement.

Upon termination of an Executive’s employment by the Company without Cause or by an Executive for Good Reason (each as defined in the Employment Agreements), such Executive is entitled to severance payments equal to:

(i) 12 months of his base salary, payable over 12 months following termination;

(ii) the aggregate sum of the Company’s share of medical, dental and vision insurance premiums for such Executive and his dependents for a 12-month period, payable over 12 months following termination;

(iii) in the event such termination occurs less than six months following the commencement of the fiscal year, such Executive shall be entitled to receive a prorated target bonus, prorated based on the number of days actually employed in such fiscal year (the “Pro Rata Bonus”), payable on the severance commencement date;

and (iv) in the event such termination occurs six months or later following the commencement of the fiscal year, an amount equal to the target bonus (the “Target Bonus”), payable on the severance commencement date.

In addition, upon such termination, the Executive’s equity awards that are subject to vesting based solely upon such Executive’s continued service with the Company and that would have vested during the 12-month period following the date of termination of employment will vest.

Notwithstanding the foregoing, in the event of a termination by the Company without Cause or by an Executive for Good Reason during a Change in Control Protection Period (as defined in the Employment Agreements), such Executive is entitled to receive a cash lump sum payment equal to:

(a) the sum of 24 months of such Executive’s base salary;

(b) two times such Executive’s Target Bonus for the calendar year in which the date of termination occurs;

(c) the aggregate sum of the Company’s share of medical, dental and vision insurance premiums for such Executive and his dependents for a 24-month period;

(d) in the event such termination occurs less than six months following the commencement of the fiscal year, such Executive shall be entitled to receive the Pro Rata Bonus, payable on the severance commencement date;

and (e) in the event such termination occurs six months or later following the commencement of the fiscal year, an amount equal to the Target Bonus, payable on the severance commencement date.

In addition, upon such termination, any of such Executive’s unvested equity awards outstanding immediately prior to the date of termination will automatically become fully vested and exercisable as of the date of termination.

In the event an Executive’s employment with the Company is terminated as a result of his death or Disability (as defined in the Employment Agreements), in addition to Accrued Benefits (as defined in the Employment Agreements), the Company will pay such Executive or his estate or representative the Pro Rata Bonus.

The foregoing summaries of the Employment Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Employment Agreements, copies of which are filed as Exhibits 10.3 and 10.4 to this Quarterly Report on Form 10-Q.

3.1 Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10-12G, File No.

1 unchanged sentence

3.1.1 Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on March 9, 2017 (incorporated by reference to Exhibit 3.1.1 to the Company’s Annual Report on Form 10-K filed on April 17, 2017 with the SEC).

3.1.2 Series B Convertible Preferred Stock Certificate of Designation as filed with the Secretary of State of Delaware on February 27, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 28, 2020 with the SEC).

3.1.2 Certificate Eliminating the Series A Preferred Stock as filed with the Secretary of State of Delaware on February 27, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on February 28, 2020 with the SEC).

2 unchanged sentences

3.1.5 Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on September 24, 2021 (incorporated by reference to Exhibit 3.1.6 to the Company’s Quarterly Report on Form 10-Q, filed on November 15, 2021 with the SEC).

3.1.6 Second Amended and Restated Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock of the Company as filed with the Secretary of the State of Delaware on February 26, 2026 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed March 2, 2026 with the SEC).

3.2 Amended and Restated By-Laws, effective as of August 5, 2024 (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q, filed on August 8, 2024 with the SEC).

31.1 * Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2 * Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1 ** Section 1350 Certification of Chief Executive Officer

32.2 ** Section 1350 Certification of Chief Financial Officer

4.1.1 Promissory Note, dated February 24, 2026, in the principal amount of $2,000,000, issued by the Registrant to Navy Capital Green Fund, LP, Navy Capital Green Co-Invest Fund, LLC and Navy Capital Green Holding II, LLC (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed March 2, 2026 with the SEC).

4.1.2 Promissory Note, dated February 24, 2026, in the principal amount of $6,000,000, issued by the Registrant to Navy Capital Green Fund, LP, Navy Capital Green Co-Invest Fund, LLC and Navy Capital Holdings II, LLC (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed March 2, 2026 with the SEC).

10.1 Restructuring and Exchange Agreement, dated as of February 24, 2026, by and among MariMed Inc.

and Navy Capital Green Management, LLC, as discretionary investment manager of Navy Capital Green Fund, LP, Navy Capital Green Co-Invest Fund, LLC, and Navy Capital Green Holdings IL, LLC (incorporated by reference to exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed March 2, 2026 with the SEC).

10.2 Subsidiary Guaranty, dated as of February 24, 2026, delivered in favor of Navy Capital Green Fund, LP, Navy Capital Green Co-Invest Fund, LLC, and Navy Capital Green Holdings II, LLC (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed March 2, 2026 with the SEC).

10.3 * Employment Agreement, effective as of May 13, 2026, between the Registrant and Mario Pinho.

10.4 * Employment Agreement, effective as of May 13, 2026, between the Registrant and Ryan Crandall.

31.1 * Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 * Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 ** Certification of Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 ** Certification of Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS XBRL * Instance Document

9 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

November 6, 2025

/s/ Mario Pinho

2 unchanged sentences

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

What changed 10-Q

Item 5. Other Information