MARIMED INC. 10-Q

Item 1. Financial Statements MariMed Inc. Condensed Consolidated Balance Sheets (in thousands, except share and per share amounts) (unaudited) March 31, 2026 December 31, 2025 Assets Current assets: Cash, cash equivalents and restricted cash $ 7,937 $ 8,884 Accounts receivable, net of allowances of $ 364 and $ 287 at March 31, 2026 and December 31, 2025, respectively 9,439 9,114 Inventory 39,296 36,601 Notes receivable, current portion 866 866 Other current assets 3,250 3,825 Total current assets 60,788 59,290 Property and equipment, net 88,054 89,385 Intangible assets, net 16,400 17,210 Goodwill 24,002 24,002 Operating lease right-of-use assets 7,539 7,723 Finance lease right-of-use assets 3,452 4,024 Other assets 950 931 Total assets $ 201,185 $ 202,565 Liabilities, mezzanine equity and stockholders’ equity Current liabilities: Mortgages and notes payable, current portion $ 3,295 $ 2,553 Accounts payable 15,109 14,586 Accrued expenses and other 10,357 9,509 Deferred revenue 1,473 1,394 Income taxes payable 29,589 26,981 Operating lease liabilities, current portion 1,998 1,952 Finance lease liabilities, current portion 1,938 2,092 Total current liabilities 63,759 59,067 Mortgages and notes payable, net of current portion 76,027 70,192 Operating lease liabilities, net of current portion 6,387 6,616 Finance lease liabilities, net of current portion 1,566 1,956 Total liabilities 147,739 137,831 Commitments and contingencies 4 Table of Contents MariMed Inc. Condensed Consolidated Balance Sheets (continued) (in thousands, except share and per share amounts) (unaudited) March 31, 2026 December 31, 2025 Mezzanine equity Series B convertible preferred stock, $ 0.001 par value; zero and 4,908,333 shares authorized, issued and outstanding at March 31, 2026 and December 31, 2025 — 14,725 New Series B convertible preferred stock, $ 0.001 par value; 26,900,000 and zero shares authorized, issued and outstanding at March 31, 2026 and December 31, 2025, respectively 6,933 — Total mezzanine equity 6,933 14,725 Stockholders’ equity Undesignated preferred stock, $ 0.001 par value; 32,659,235 shares authorized; zero shares issued and outstanding at March 31, 2026 and December 31, 2025 — — Common stock, $ 0.001 par value; 700,000,000 shares authorized; 398,906,622 and 396,911,368 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively 399 397 Additional paid-in capital 179,723 179,405 Accumulated deficit ( 131,717 ) ( 127,932 ) Noncontrolling interests ( 1,892 ) ( 1,861 ) Total stockholders’ equity 46,513 50,009 Total liabilities, mezzanine equity and stockholders’ equity $ 201,185 $ 202,565 See accompanying notes to the unaudited condensed consolidated financial statements. 5 Table of Contents MariMed Inc. Condensed Consolidated Statements of Operations (in thousands, except per share amounts) (unaudited) Three months ended March 31, 2026 2025 Revenue $ 39,481 $ 37,906 Cost of revenue 24,205 22,817 Gross profit 15,276 15,089 Operating expenses: Personnel 7,254 7,341 Marketing and promotion 765 908 General and administrative 6,887 6,250 Acquisition-related and other 169 112 Bad debt 76 1,388 Total operating expenses 15,151 15,999 Income (loss) from operations 125 ( 910 ) Interest and other (expense) income: Interest expense ( 1,976 ) ( 1,762 ) Interest income 36 24 Gain on extinguishment of debt 699 — Total interest and other expense, net ( 1,241 ) ( 1,738 ) Loss before income taxes ( 1,116 ) ( 2,648 ) Provision for income taxes 2,651 2,831 Net loss ( 3,767 ) ( 5,479 ) Less: Net income attributable to noncontrolling interests 18 32 Net loss attributable to common stockholders $ ( 3,785 ) $ ( 5,511 ) Net loss per share attributable to common stockholders: Basic $ ( 0.01 ) $ ( 0.01 ) Diluted $ ( 0.01 ) $ ( 0.01 ) Weighted average common shares outstanding: Basic 397,450 382,557 Diluted 397,450 382,557 See accompanying notes to the unaudited condensed consolidated financial statements. 6 Table of Contents MariMed Inc. Condensed Consolidated Statements of Stockholders’ Equity (in thousands, except share amounts) (unaudited) Three months ended March 31, 2026 Common stock Additional paid-in capital Accumulated deficit Non- controlling interests Total stockholders’ equity Shares Par value Balances at January 1, 2026 396,911,368 $ 397 $ 179,405 $ ( 127,932 ) $ ( 1,861 ) $ 50,009 Release of shares under stock grants 2,057,122 2 ( 2 ) — — — Shares of newly vested common stock surrendered to the Company to satisfy tax withholding obligations ( 61,868 ) — ( 5 ) — — ( 5 ) Distributions to non-controlling interests — — — — ( 49 ) ( 49 ) Stock-based compensation — — 325 — — 325 Net (loss) income — — — ( 3,785 ) 18 ( 3,767 ) Balances at March 31, 2026 398,906,622 $ 399 $ 179,723 $ ( 131,717 ) $ ( 1,892 ) $ 46,513 Three months ended March 31, 2025 Common stock Additional paid-in capital Accumulated deficit Non- controlling interests Total stockholders’ equity Shares Par value Balances at January 1, 2025 381,476,581 $ 381 $ 173,366 $ ( 113,448 ) $ ( 1,752 ) $ 58,547 Release of shares under stock grants 1,525,265 2 ( 2 ) — — — Shares of newly vested stock surrendered to the Company to satisfy tax withholding obligations ( 108,161 ) — ( 9 ) — — ( 9 ) Conversion of preferred stock to common stock 5,776,370 6 4,269 — — 4,275 Common stock issued under licensing agreement 9,015 — 1 — — 1 Distributions to non-controlling interests — — — — ( 58 ) ( 58 ) Stock-based compensation — — 547 — 547 Net (loss) income — — — ( 5,511 ) 32 ( 5,479 ) Balances at March 31, 2025 388,679,070 $ 389 $ 178,172 ( 118,959 ) ( 1,778 ) 57,824 See accompanying notes to the unaudited condensed consolidated financial statements. 7 Table of Contents MariMed Inc. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Three months ended March 31, 2026 2025 Cash flows from operating activities: Net loss attributable to common stockholders $ ( 3,785 ) $ ( 5,511 ) Net income attributable to noncontrolling interests 18 32 Adjustments to reconcile net loss to cash provided by operating activities: Depreciation and amortization of property and equipment 2,153 1,807 Amortization of intangible assets 810 949 Stock-based compensation 325 547 Amortization of debt discount 115 105 Amortization of debt issuance costs 18 18 Payment-in-kind interest — 30 Bad debt expense 76 1,388 Obligations settled with common stock — 1 Loss on disposal of assets — 111 Gain on extinguishment of debt ( 699 ) — Changes in operating assets and liabilities: Accounts receivable, net ( 401 ) ( 303 ) Deferred rents receivable — 12 Inventory ( 2,695 ) ( 453 ) Other current assets 999 240 Other assets ( 19 ) ( 2,542 ) Accounts payable 523 86 Accrued expenses and other 829 1,888 Deferred revenue 74 59 Income taxes payable 2,608 2,829 Net cash provided by operating activities 949 1,293 Cash flows from investing activities: Purchases of property and equipment ( 373 ) ( 266 ) Business combinations, net of cash acquired, and asset purchases — 231 Advances toward future business combinations and asset purchases — ( 50 ) Purchases and renewals of cannabis licenses ( 380 ) ( 56 ) Proceeds from notes receivable — 26 Net cash used in investing activities ( 753 ) ( 115 ) 8 Table of Contents MariMed Inc. Condensed Consolidated Statements of Cash Flows (continued) (in thousands) (unaudited) Three months ended March 31, 2026 2025 Cash flows from financing activities: Principal payments of mortgages ( 414 ) ( 401 ) Principal payments of promissory notes ( 236 ) ( 478 ) Principal payments of finance leases ( 444 ) ( 322 ) Distributions ( 49 ) ( 58 ) Net cash used in financing activities ( 1,143 ) ( 1,259 ) Net decrease in cash and cash equivalents ( 947 ) ( 81 ) Cash and equivalents, beginning of year 8,884 7,201 Cash and cash equivalents, end of period $ 7,937 $ 7,120 Supplemental disclosure of cash flow information: Cash paid for interest $ 1,757 $ 1,678 Cash paid for income taxes $ 46 $ — Non-cash activities: Renewal of existing operating leases $ 94 $ — Entry into new finance leases $ — $ 56 Conversion of preferred stock to common stock $ — $ 4,275 Return of stock to the Company in connection with withholding taxes $ 5 $ 9 Exchange of preferred stock for preferred stock $ 6,933 $ — Exchange of preferred stock for notes payable $ 7,093 $ — See accompanying notes to the unaudited condensed consolidated financial statements. 9 Table of Contents MariMed Inc. Notes to Condensed Consolidated Financial Statements (unaudited) (1) BASIS OF PRESENTATION Business MariMed Inc. ("MariMed" or the "Company") is a multi-state cannabis operator in the United States, headquartered in Norwood, Massachusetts, dedicated to improving lives every day through its high-quality products, its actions, and its values. The Company develops, owns, and manages seed to sale state-licensed, state-of-the-art, regulatory-compliant facilities for the cultivation, production, and dispensing of medicinal and adult-use cannabis. MariMed has created and continues to develop its own brands of premium cannabis flower, concentrates, edibles, and other precision-dosed products utilizing its proprietary strains and formulations. The Company also licenses its proprietary brands, along with other top cannabis products, in 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. Basis of Presentation In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Interim results are not necessarily indicative of results for the full fiscal year or any future interim period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), which was filed with the U.S. Securities and Exchange Commission (“SEC”) on March 12, 2026. Certain reclassifications have been made to the previously issued financial statements to conform to the current period presentation. Significant Accounting Policies The Company’s significant accounting policies are disclosed in Note 2 to the Consolidated Financial Statements in the Annual Report. There were no material changes to the Company's significant accounting policies during the three-month period ended March 31, 2026. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of MariMed and its wholly- and majority-owned subsidiaries. Consolidation is effected from the date when control is obtained. All intercompany transactions and balances have been eliminated. Noncontrolling interests represent third-party minority ownership interests in the Company’s majority-owned consolidated subsidiaries. Net income attributable to noncontrolling interests is reported in the condensed consolidated statements of operations, and the value of minority-owned interests is presented as a component of equity within the condensed consolidated balance sheets. Use of Estimates and Judgments The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and judgments relied upon in preparing these condensed consolidated financial statements include accounting for business combinations and asset purchases, inventory valuations, assumptions used to determine the fair value of stock-based compensation, and intangible assets and goodwill. The Company regularly assesses these estimates and records change in estimates in the period in which they become known. The Company bases its estimates on historical experience and 10 Table of Contents various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates or assumptions. Cash, 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 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 $ 1.8 million and $ 1.5 million of restricted cash at March 31, 2026 and December 31, 2025, respectively, 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") (the "CREM Loan Collateral") (see Note 9). Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments approximate their fair values and include cash equivalents, accounts receivable, deferred rents receivable, notes receivable, term loans, mortgages and notes payable, and accounts payable. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tier fair value hierarchy is based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows: • Level 1 . Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. • Level 2 . Level 2 applies to assets or liabilities for which there are inputs that are directly or indirectly observable in the marketplace, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets). • Level 3 . Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Bad Debt Expense The Company recorded $ 0.1 million of bad debt expense in the three months ended March 31, 2026 to reserve for certain trade receivable accounts. The Company recorded $ 1.4 million of bad debt expense in the three months ended March 31, 2025, comprised of $ 1.3 million of expense to fully reserve for an amount due from a credit card service provider (the "Service Provider Receivable") and $ 0.1 million of expense to reserve for certain trade receivable accounts. The Service Provider Receivable is included as a component of Other assets at both March 31, 2026 and December 31, 2025 in the condensed consolidated balance sheets. Recent Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, Accounting Standards Updates (“ASUs”) and does not believe that the future adoption of any such ASUs will have a material impact on its financial condition or results of operations. (2) BUSINESS COMBINATION First State Compassion Center On July 1, 2023 (the "Omnibus Agreement Date"), the Company entered into an Omnibus Agreement (the "Omnibus Agreement") with First State Compassion Center ("FSC"): (a) consolidating all amounts owed by FSC to the Company and its affiliated entities as described below, aggregating $ 11.0 million; (b) providing for the automatic conversion of all 11 Table of Contents 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"). Prior to the FSC Acquisition Date, this amount was included as a component of Other assets in the condensed consolidated balance sheets. 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 condensed consolidated statement of operations for the three months ended March 31, 2025 included $ 0.8 million of revenue and $ 0.2 million of net loss 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 final allocation of the FSC Consideration to the acquired and identifiable intangible assets is as follows (in thousands): Fair value of consideration transferred: Release of FSC obligation to the Company under the Omnibus Agreement $ 11,401 Less cash acquired ( 231 ) Total fair value of consideration $ 11,170 Fair value of assets acquired and (liabilities assumed): Current assets, net of cash acquired $ 3,938 Property and equipment 1,104 Intangible assets: Tradename and trademarks 570 Customer base 1,402 Goodwill 8,190 Other assets 5 Income taxes payable ( 1,333 ) Current liabilities ( 2,706 ) Fair value of net assets acquired $ 11,170 The Company is amortizing the identifiable intangible assets arising from the FSC Acquisition in relation to the expected cash flows from the individual intangible assets over their respective useful lives, which have a weighted average life of 5.84 years. Goodwill results from assets not separately identifiable as part of the transaction and is not deductible for tax purposes. The following unaudited pro forma information presents the condensed combined results of MariMed and FSC for the three months ended March 31, 2025 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 only 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 12 Table of Contents results of operations. These unaudited pro forma results for the three months ended March 31, 2025 are as follows (in thousands): (unaudited) Revenue $ 39,284 Net loss $ ( 9,463 ) Valuation of Acquired Intangible Assets The valuation of acquired intangible assets is inherently subjective and relies on significant unobservable inputs. The Company uses an income approach to value acquired trade names and trademarks, licenses and customer bases, and non-compete intangible assets. The valuation for each of these intangible assets is based on estimated projections of expected cash flows to be generated by the assets discounted to the present value at discount rates commensurate with perceived risk. The valuation assumptions take into consideration the Company’s estimates of new markets, products and customers and its outcome through key assumptions driving asset values, including sales growth, royalty rates and other related costs. Disposition of Missouri Operations and Exit from Pending Transaction Robust Missouri Process and Manufacturing, LLC ("Robust") In September 2022, the Company entered into an agreement to acquire 100 % of the membership interests in Robust Missouri Processing and Manufacturing 1, LLC, a Missouri wholesale and cultivator ("Robust"), for $ 700,000 in cash (the "Robust Agreement"). Completion of the acquisition was dependent upon obtaining all requisite approvals from the Missouri Department of Health and Senior Services. In August 2024, the State of Missouri approved a facility license to conduct business, but had not yet approved the application to transfer the license from Robust to the Company (the "License Transfer"). The Company was conducting business under a managed service agreement until the final approval of the License Transfer. Pursuant to the Robust Agreement, the Company made an initial advance payment of $ 350,000 (the "Advance Payment"), with the balance due at closing, which was to occur upon the State of Missouri's approval of the License Transfer. On October 28, 2025, the Company announced that it had completed a strategic review of its Missouri business operations and had decided to exit that market, effective 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 in the fourth quarter of 2025. (3) EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares outstanding during the period. For periods in which the Company reports net income, diluted net income per share is determined by using the weighted average number of common and dilutive common equivalent shares outstanding during the period, unless the effect is antidilutive. The shares used to compute loss per share were as follows (in thousands): Three months ended March 31, 2026 March 31, 2025 Weighted average shares outstanding - basic 397,450 382,557 Potential dilutive common shares — — Weighted average shares outstanding - diluted 397,450 382,557 13 Table of Contents (4) INVENTORY Inventory at March 31, 2026 and December 31, 2025 consisted of the following (in thousands): March 31, 2026 December 31, 2025 Plants $ 5,555 $ 6,594 Ingredients and other raw materials 8,159 7,577 Work-in-process 10,435 9,568 Finished goods 15,147 12,862 $ 39,296 $ 36,601 (5) DEFERRED RENTS RECEIVABLE Through February 28, 2025, the Company was the lessor under operating leases which contained escalating rents over time, rent holidays, options to renew, and requirements to pay property taxes, insurance and/or maintenance costs. The Company leased a cannabis cultivation, processing and dispensary facility that it owns in Delaware to FSC under a triple net lease that expired. The Company also subleased three properties to FSC - a cannabis production facility with offices, a dispensary, and a portion of a third property that it developed into a cultivation facility. The Company acquired FSC on March 1, 2025 (see Note 2). In connection with the FSC Acquisition, the Company ceased receiving rental payments and recognizing rental income from FSC related to these properties and wrote off the remaining deferred rent receivable related to these subleases aggregating $ 0.5 million. The Company recognized fixed rental receipts from such lease agreements on a straight-line basis over the expected lease term. Differences between amounts received and amounts recognized were recorded in Deferred rents receivable in the condensed consolidated balance sheets. The Company is not the lessor under any finance leases. The Company received rental payments and recognized rental income of $ 0.2 million in the three months ended March 31, 2025. These payments were recognized as revenue on a straight-line basis. (6) NOTE RECEIVABLE AND OMNIBUS AGREEMENT Note Receivable At each of March 31, 2026 and December 31, 2025, the Company had a note receivable from Healer LLC, an entity that provides cannabis education, dosage programs and products developed by Dr. Dustin Sulak ("Healer"), of approximately $ 866,000 . The note bore interest at a rate of 6 % per annum and required quarterly payments of interest through the original April 2026 maturity date. The Company had the right to offset any licensing fees payable by the Company to Healer in the event Healer failed to make any payment when due. As of March 31, 2026, all interest payments were current. On May 6, 2026,the Company and Healer entered into an Amended and Restated Promissory Note (the "Amended Healer Note"), which extended the maturity date of the original note to April 1, 2033, effective April 1, 2026. The Amended Healer Note bears interest at a rate of 6 % per annum and requires quarterly interest-only payments through March 1, 2028. Effective April 1, 2028, the Amended Healer Note requires quarterly payments of both principal and interest for the remaining five years of the note through the maturity date, with such principal payments based on a five-year amortization schedule. The Company continues to have the right to offset any licensing fees payable by the Company to Healer in the event Healer fails to make any payment when due. Omnibus Agreement The amount due under the Omnibus Agreement, which was included as a component of Other assets in the condensed consolidated balance sheet prior to the FSC Acquisition Date, was treated as purchase consideration in connection with the FSC Acquisition (see Note 2). 14 Table of Contents (7) PROPERTY AND EQUIPMENT, NET The Company’s property and equipment, net, at March 31, 2026 and December 31, 2025 was comprised of the following (in thousands): March 31, 2026 December 31, 2025 Land $ 6,151 $ 6,151 Buildings and building improvements 56,770 56,770 Tenant improvements 30,980 30,980 Furniture and fixtures 2,208 2,208 Machinery and equipment 19,889 19,843 Construction in progress 900 565 116,898 116,517 Less: accumulated depreciation ( 28,844 ) ( 27,132 ) Property and equipment, net $ 88,054 $ 89,385 The Company recorded depreciation expense related to property and equipment of $ 2.2 million and $ 1.8 million in the three months ended March 31, 2026 and 2025, respectively. The Company did not dispose of any property and equipment during the three months ended March 31, 2026. (8) INTANGIBLE ASSETS AND GOODWILL The Company’s acquired intangible assets at March 31, 2026 and December 31, 2025 consisted of the following (in thousands): March 31, 2026 Weighted average amortization period (years) Cost Accumulated amortization Net carrying value Tradenames and trademarks 5.64 $ 3,729 $ 3,365 $ 364 Licenses and customer base 8.68 23,955 7,919 16,036 Non-compete agreements 2.00 42 42 — 8.23 $ 27,726 $ 11,326 $ 16,400 December 31, 2025 Weighted average amortization period (years) Cost Accumulated amortization Net carrying value Tradenames and trademarks 5.64 $ 3,729 $ 3,224 $ 505 Licenses and customer base 8.68 23,955 7,250 16,705 Non-compete agreements 2.00 42 42 — 8.23 $ 27,726 $ 10,516 $ 17,210 Estimated future amortization expense for the Company’s intangible assets at March 31, 2026 was as follows: Year ending December 31, Remainder of 2026 $ 2,151 2027 2,867 2028 2,709 2029 2,230 2030 1,924 Thereafter 4,519 Total $ 16,400 15 Table of Contents The changes in the carrying value of the Company’s goodwill in the three months ended March 31, 2026 and 2025 were as follows (in thousands): 2026 2025 Balance at January 1, $ 24,002 $ 15,812 FSC Acquisition — 3,670 Balance at March 31, $ 24,002 $ 19,482 (9) DEBT Mortgages and Notes Payable The Company’s mortgages and notes payable are reported in the aggregate on the condensed consolidated balance sheets under the captions Mortgages and notes payable, current portion, and Mortgages and notes payable, net of current portion. The Company’s mortgage and notes payable balances at March 31, 2026 and December 31, 2025 were comprised of the following (in thousands): March 31, 2026 December 31, 2025 CREM Loan, net of debt discount of $ 1,369 and $ 1,387 at March 31, 2026 and December 31, 2025, respectively $ 55,730 $ 56,037 Bank of New England - Wilmington, DE property 911 947 DuQuoin State Bank - Anna, IL and Harrisburg, IL properties 1,973 1,979 DuQuoin State Bank - Metropolis, IL property 2,342 2,358 DuQuoin State Bank - Mt. Vernon, IL property (retail) 1,093 1,103 Du Quoin State Bank - Mt. Vernon, IL property (grow and production) 2,793 2,814 Promissory note issued to the holders of the Series B Convertible Preferred Stock under the Restructuring and Exchange Agreement (see Note 10), net of debt discount of $ 176 at March 31, 2026 1,797 — Promissory note issued to the holders of the Series B Convertible Preferred Stock under the Restructuring and Exchange Agreement (see Note 10), net of debt discount of $ 732 at March 31, 2026 5,239 — Promissory note issued as purchase consideration - Ermont Acquisition, net of debt discount of $ 1,266 and $ 1,327 at March 31, 2026 and December 31, 2025, respectively 3,319 3,248 Promissory note issued as purchase consideration - Greenhouse Naturals Acquisition, net of debt discount of $ 501 and $ 513 at March 31, 2026 and December 31, 2025, respectively 3,347 3,429 Promissory note issued to purchase land 352 352 Promissory notes issued to purchase motor vehicles 173 185 Promissory note issued to purchase other machinery and equipment 253 293 Total mortgages and notes payable 79,322 72,745 Less: Mortgages and notes payable, current portion ( 3,295 ) ( 2,553 ) Mortgages and notes payable, net of current portion $ 76,027 $ 70,192 Mortgages CREM Loan On November 16, 2023, Mari Holdings MD LLC, Hartwell Realty Holdings LLC, Kind Therapeutics USA, LLC, ARL Healthcare Inc., and MariMed Advisors, Inc., each a wholly-owned direct or indirect subsidiary of the Company (collectively, the "CREM Borrowers"), entered into a Loan Agreement (the "CREM Loan Agreement") by and among the CREM Borrowers, and Needham Bank, a Massachusetts co-operative bank (the "CREM Lender") pursuant to which the 16 Table of Contents CREM Lender loaned to the CREM Borrowers an aggregate principal amount of $ 58.7 million (the "CREM Loan Transaction"). The Company guaranteed the obligations of the CREM Borrowers under the CREM Loan Transaction and pledged to the CREM Lender its equity ownership in each CREM Borrower. The CREM Lender has a first priority security interest in all of the CREM Borrowers' operating assets in Maryland and Massachusetts and first priority mortgages on the CREM Borrowers' properties owned in Maryland and Massachusetts. The CREM Loan Transaction is for a term of ten years and has an interest rate for the initial five years of 8.43 % per annum. The interest rate will reset after five years to the FHLB Rate (the Classic Advance Rate for Fixed Rate advances for a period of five years for an amount greater than or equal to the loan amount, as such rate is defined and published by the Federal Home Loan Bank of Boston), plus 3.50 %. The Company made interest-only payments for the first twelve months of the term of the loan, with payments thereafter based upon a twenty-year amortization schedule. The CREM Lender initially released $ 52.8 million to the CREM Borrowers (the "Initial CREM Distribution"), with the remaining proceeds of $ 5.9 million placed into escrow to complete the expansion of the Company's Hagerstown, Maryland cultivation facility (the "Hagerstown Facility"), with any unused proceeds to be released to the Company after completion of the Hagerstown Facility expansion. The Company used $ 46.8 million of the Initial CREM Distribution to fully repay certain of its outstanding debt obligations. These payments were comprised of $ 32.7 million to pay off its previous term loan administered by Chicago Atlantic Admin, LLC, $ 11.9 million to pay off the mortgage with Bank of New England for 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 (described 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 approximately $ 18,000 of interest amortization in each of the three months ended March 31, 2026 and 2025 related to the CREM Closing Costs Discount. The CREM Loan Agreement includes customary representations and warranties and customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to material indebtedness, and events of bankruptcy and insolvency. The CREM Loan Agreement also includes customary negative covenants limiting the CREM Borrowers' (but not the Company's) ability to incur additional indebtedness and grant liens that are otherwise not permitted, among others. The CREM Loan Agreement also requires the CREM Borrowers to meet certain periodic financial tests. During the three months ended March 31, 2026, the Company made payments aggregating $ 1.5 million, comprised of $ 0.3 million of principal and $ 1.2 million of interest. During the three months ended March 31, 2025, the Company made payments aggregating $ 1.5 million, comprised of $ 0.3 million of principal and $ 1.2 million of interest. The current portion of the outstanding principal balance of the CREM Loan was $ 1.3 million at each of March 31, 2026 and December 31, 2025. 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 in connection with the 2016 purchase of a building in Wilmington, DE, which was developed into a cannabis seed to sale facility. The mortgage matures in 2031, with monthly principal and interest payments at a rate of 5.25 % per annum, with the rate adjusting every five years to the then- prime rate plus 1.5 %, with a floor of 5.25 % per annum. The next interest rate adjustment will occur in September 2026. The current portion of the outstanding principal balance under this mortgage at was approximately $ 150,000 and $ 148,000 at March 31, 2026 and December 31, 2025, respectively. 17 Table of Contents DuQuoin State Bank (Anna, Illinois and Harrisburg, Illinois) In May 2016, the Company entered into a loan and mortgage agreement with DuQuoin State Bank ("DSB") for the purchase of properties in Anna, IL and Harrisburg, IL, which the Company developed into two free-standing retail dispensaries (the "DSB Original Mortgage"). In May 2025, the Company refinanced this mortgage with DSB at a rate of 9.5 % per annum (the "DSB Mortgage"). The DSB Mortgage matures in May 2045. The Company used $ 0.7 million of the proceeds from the DSB Mortgage to retire the DSB Original Mortgage. The current portion of the outstanding principal balance under the DSB Refinance Mortgage was approximately $ 38,000 at each of March 31, 2026 and December 31, 2025. 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 holds the related mortgage obligation, reducing the Company’s ownership interest in Metro to 70.0 %. The current portion of the outstanding principal balance of this mortgage was approximately $ 61,000 and $ 55,000 at March 31, 2026 and December 31, 2025 respectively. DuQuoin State Bank (Mt. 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 and mortgage agreement with DSB secured by property owned by the Company in Mt. Vernon, Illinois, which it is developing into a grow and production facility. The mortgage has a 20 -year term and currently bears interest at the rate of 11.25 % per annum, subject to adjustment on each annual anniversary date to the Wall Street Journal U.S. Prime Rate (with an interest rate floor of 7.75 %). The proceeds of the loan were utilized for the build-out of the property and for working capital purposes. The current portion of the outstanding principal balance of this mortgage was approximately $ 62,000 and $ 61,000 at March 31, 2026 and December 31, 2025, respectively. DuQuoin State Bank (Mt. 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 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 $ 22,000 and $ 30,000 at March 31, 2026 and December 31, 2025, respectively. Promissory Notes Promissory Notes Issued Under the Restructuring and Exchange Agreement with the Holders of the Series B Convertible Preferred Stock On February 24, 2026, the Company and the holders of its Series B Convertible Preferred Stock (the "Series B Holders") entered into a Restructuring and Exchange Agreement (the "Series B Restructuring Agreement") to restructure the Company's existing obligation under the Series B Convertible Preferred Stock (the "Series B Obligation") described in Note 10. Pursuant to the Series B Restructuring Agreement, all outstanding shares of outstanding Series B Convertible Preferred Stock were cancelled, and the Series B Obligation was extinguished. In exchange, the Company issued to the Series B Holders (i) two new promissory notes in the aggregate principal amount of $ 8.0 million, one in the principal amount of $ 2.0 million, due March 1, 2028, accruing interest at a rate of 8.0 % per annum (“Note #1”) and the other in the principal amount of $ 6.0 million, 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 million ($ 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 18 Table of Contents 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 transaction was accounted for as an extinguishment of the Series B Obligation in accordance with Accounting Standards Codification 470, Debt ("ASC 470"), and a gain on the extinguishment of $ 0.7 million was recognized. This amount is included in the Company's condensed consolidated statement of operations for the three months ended March 31, 2026. The New Notes were initially recorded at fair value. The difference between the principal amount and the allocated fair value was recorded as a debt discount, which is being accreted to interest expense over the respective terms of the New Notes. Note #1 Note #1 was initially recorded at a fair value of $ 1.8 million. This amount is net of the $ 0.2 million recorded as a debt discount, which is being accreted through the term of Note #1 to interest expense. The fair value of Note #1 was $ 1.8 million at March 31, 2026. The current portion of the outstanding principal balance of Note #1 was $ 0.4 million at March 31, 2026. Note #2 Note #2 was initially recorded at a fair value of $ 5.3 million. This amount is net of the $ 0.7 million recorded as a debt discount, which is being accreted through the term of Note #2 to interest expense. The fair value of Note #2 was $ 5.2 million at March 31, 2026. The current portion of the outstanding principal balance of Note #2 was $ 0.4 million at March 31, 2026. Promissory Notes Issued as Purchase Consideration Ermont In connection with the March 9, 2023 acquisition of Ermont Inc. (the "Ermont Acquisition"), the Company issued a promissory note to the sellers in the principal amount of $ 7.0 million (the "Ermont Note"). The Ermont Note matures in March 2029, and bears interest at a rate of 6.0 % per annum, with payments of interest-only for two years , and quarterly payments of principal and interest in arrears thereafter. The outstanding balance on the Ermont Note is subject to prepayment in full in the event the Company raises $ 75.0 million or more of equity capital. The Company recorded the Ermont Note at a present value of $ 4.6 million. This amount is net of the $ 2.4 million recorded as a debt discount, which is being accreted through the term of the Ermont Note to interest expense. As discussed above, on November 26, 2023, the Company used $ 2.2 million of the proceeds from the CREM Loan Transaction to reduce the outstanding balance of the Ermont Note. The difference between the face value of the Ermont Note and the present value recorded at the time of the Ermont Acquisition is being amortized to interest expense over the term of the Ermont Note. The fair value of the Ermont Note was $ 3.3 million and $ 3.2 million at March 31, 2026 and December 31, 2025, respectively. The current portion of the outstanding principal balance of the Ermont Note was $ 0.1 million at each of March 31, 2026 and December 31, 2025, respectively. Greenhouse Naturals LLC In December 2022, the Company completed the acquisition from Greenhouse Naturals LLC of the assets associated with a cannabis dispensary in Beverly, Massachusetts (the "Beverly Dispensary"). In connection with this transaction, the Company issued a $ 5.0 million promissory note to the sellers, payable on a monthly basis as a percentage of the monthly gross sales of the Beverly Dispensary (the "Greenhouse Naturals Note"). The Company recorded $ 0.7 million as a debt discount, which is being accreted to interest expense through the term of the Greenhouse Naturals Note, which matures in July 2026. The fair value of the Greenhouse Naturals Note was $ 3.3 million and $ 3.4 million at March 31, 2026 and December 31, 2025, respectively. The Company estimated that the current portion of the Greenhouse Naturals Note was $ 0.5 million and $ 0.6 million at March 31, 2026 and December 31, 2025, respectively. 19 Table of Contents MedLeaf In connection with the acquisition of Our Community Wellness & Compassionate Care Center, Inc. ("MedLeaf"), the Company issued a promissory note to the sellers of MedLeaf totaling $ 2.0 million as part of the purchase consideration (the "MedLeaf Note"). The MedLeaf Note bore interest at a rate of 8.0 % per annum and was scheduled to mature on October 5, 2025. It called for six equal quarterly payments beginning on July 5, 2024. The Company made the final payment in September 2025, satisfying the MedLeaf Note in full. Allgreens In connection with the Allgreens Acquisition, the Company issued promissory notes aggregating $ 1.0 million to the sellers of Allgreens as part of the purchase consideration (the "Allgreens Notes"). The Allgreens Notes bore interest at a rate of 7.5 % per annum and were scheduled to mature one year from the date that the dispensary was permitted to commence operations. In April 2025, the Company and the former owners of Allgreens agreed to revise the repayment terms of the Allgreens Notes. Pursuant to that agreement, the Company made a payment of $ 175,000 on April 16, 2025, with additional payments aggregating $ 130,000 , $ 300,000 and $ 400,000 , respectively, every thirty days thereafter. The Company made the final payment of $ 400,000 in July 2025, satisfying the Allgreens Notes in full. Promissory Notes Issued to Purchase Property and Equipment The Company had six outstanding promissory notes in connection with the purchase of commercial motor vehicles at each of March 31, 2026 and December 31, 2025. At March 31, 2026, the outstanding notes had an aggregate outstanding balance of approximately $ 173,000 , of which approximately $ 43,000 was current. At December 31, 2025, the outstanding notes had an aggregate outstanding balance of approximately $ 185,000 , of which approximately $ 45,000 was current. The weighted average interest rates of the outstanding balances were 11.15 % and 11.11 % at March 31, 2026 and December 31, 2025, respectively. The weighted average remaining terms of these notes were 3.87 years and 4.06 years at March 31, 2026 and December 31, 2025, respectively. The Company had an outstanding note totaling $ 352,000 at each of March 31, 2026 and December 31, 2025 in connection with the purchase, in the second quarter of 2024, of a parking lot adjacent to its Middleborough, Massachusetts dispensary (the "Middleborough Note") at both March 31, 2026 and December 31, 2025. The Middleborough Note bears interest at a rate of 4.0 % per annum, with monthly interest-only payments and a balloon payment for the entire principal amount due on February 1, 2029. In May 2025, the Company issued a promissory note in the amount of $ 392,950 in connection with the purchase of certain machinery and equipment (the "M&E Note"). The M&E Note bears interest at an imputed rate of 15.7 % per annum, and matures in May 2027. The current portion of the M&E Note was approximately $ 175,000 and $ 169,000 at March 31, 2026 and December 31, 2025, respectively. Future Payments The future principal amounts due under the Company's outstanding mortgages and notes payable at March 31, 2026 were as follows (in thousands): Year ending December 31, Remainder of 2026 $ 2,427 2027 3,749 2028 4,630 2029 7,775 2030 3,650 Thereafter 60,311 Total future principal payments 82,542 Less: discount ( 3,220 ) Total future principal payments, net of discount $ 79,322 20 Table of Contents (10) MEZZANINE EQUITY Series B Convertible Preferred Stock and Restructuring and Exchange Agreement Series B Convertible Preferred Stock The Company had 4,908,333 shares of Series B Convertible Preferred Stock (the "Series B Stock") outstanding at December 31, 2025, which were held by three institutional stockholders. The Series B Stock ranked senior to the Company’s common stock with respect to dividend and liquidation rights. In the event of liquidation, the Series B Holders were entitled to receive $ 3.00 per share, plus any declared but unpaid dividends, prior to any distribution to the Company's common stockholders. At any time on or prior to February 28, 2026, the Series B Holders could convert their shares of Series B Stock into shares of the Company's common stock at a conversion price of $ 3.00 per share. The Company also had the option to force conversion if the Company's common stock traded above specified thresholds. On February 28, 2026, the six-year anniversary of the issuance of the Series B Stock, all such outstanding shares were scheduled to automatically convert into 4,908,333 shares of the Company's common stock and the Company would have been required to pay the Series B Holders the Series B Obligation, calculated as an amount equal to the difference between the sixty-day VWAP of $ 0.1018 and $ 3.00 per share, or $ 14.2 million. Restructuring and Exchange Agreement On February 24, 2026, the Company and the Series B Holders entered into the Series B Restructuring Agreement to restructure the Series B Obligation. Pursuant to the Series B Restructuring Agreement, the then-outstanding shares of Series B Stock were cancelled, and the Series B Obligation was extinguished. In exchange, the Company issued to the Series B Holders: • the New Notes with an aggregate principal amount of $ 8.0 million, comprised of: ◦ Note #1 in the principal amount of $ 2.0 million, due March 1, 2028, accruing interest at a rate of 8.0 % per annum; and ◦ Note #2 in the principal amount of $ 6.0 million, 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); and • 26,900,000 shares of the New Series B Preferred Stock, with an aggregate liquidation preference of $ 6.725 million ($ 0.25 per share), and the rights, preferences and privileges set forth in the Amended Certificate of Designation. The New Notes are guaranteed by certain subsidiaries of the Company pursuant to a 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. 21 Table of Contents 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 shares of 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, 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; or • pay cash to the New Series B Holders equal to $ 0.25 per share ($ 6.725 million). 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 million); or • 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 million 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 and determined that the transaction represented an extinguishment of the Series B Stock and the issuance of new financial instruments with substantially different economic terms and legal rights. The New Notes require contractual cash repayment, bear stated cash interest and do not contain equity conversion features. Accordingly, the New Notes met the definition of debt and were recorded as liabilities at fair value as of the date of issuance (see Note 9) . The New Series B Preferred Stock does not require unconditional redemption at a fixed date, contains contingent cash settlement features and provides the Company with settlement discretion, as described above. Accordingly, the Company determined that the New Series B Preferred Stock should be classified as mezzanine equity. The New Notes, net of debt discount, are included as components of liabilities and the New Series B Preferred Stock is reported as mezzanine equity in the condensed consolidated balance sheets at March 31, 2026. The Company recorded the New Notes and the New Series B Preferred Stock at their respective fair values at the transaction date and allocated the total consideration transferred based on their relative fair values. The Company recognized a non-cash gain on the extinguishment of $ 0.7 million in the three months ended March 31, 2026, representing the excess of the carrying value of the Series B Obligation over the aggregate fair value of the New Notes and New Series B Preferred Stock. The New Notes, net of debt discount, are included as components of liabilities (see Note 9) and the New Series B Preferred Stock is reported as mezzanine equity in the condensed consolidated balance sheets at March 31, 2026. Series C Convertible Preferred Stock In 2021, the Company issued to Hadron Healthcare Master Fund ("Hadron") 6,216,216 shares of Series C Convertible Preferred Stock (the "Series C Stock") and warrants to purchase up to an aggregate of 15,540,540 shares of its common stock in connection with a financing facility between the Company and Hadron. Each share of Series C Stock was 22 Table of Contents convertible, at Hadron’s option, into five shares of the Company's common stock, and each warrant is exercisable at an exercise price of $ 1.087 per share. The warrants are subject to early termination if certain milestones are achieved and the market value of the Company’s common stock reaches certain predetermined levels. The Series C Stock was zero coupon, non-voting, and had a liquidation preference equal to its original issuance price plus declared but unpaid dividends. Holders of Series C Stock were entitled to receive dividends on an as-converted basis. During the three months ended March 31, 2025, the Company converted, at Hadron's request in accordance with the terms and conditions of the Series C Stock certificate of designation, a total of 1,155,274 shares of Series C Stock into 5,776,370 shares of the Company's common stock (the "Conversion"). The Conversion was effected at a conversion rate of five shares of the Company's common stock for each share of Series C Stock converted. The Company did not recognize either a gain or loss on the Conversion as it was effected in accordance with the Series C Stock certificate of designation. As a result of the Conversion, no shares of Series C Stock were outstanding at either March 31, 2026 or December 31, 2025. (11) STOCKHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION Amended and Restated 2018 Stock Award and Incentive Plan The Company’s Amended and Restated 2018 Stock Award and Incentive Plan (the “Plan”) provides for the award of options to purchase the Company’s common stock (“stock options”), restricted stock units ("RSUs"), stock appreciation rights (“SARs”), restricted stock, deferred stock, dividend equivalents, performance shares or other stock-based performance awards and other stock- or cash-based awards. Awards can be granted under the Plan to the Company’s employees, officers and non-employee directors, as well as consultants and advisors of the Company and its subsidiaries. Stock Options A summary of stock option activity during the three months ended March 31, 2026 is below: Shares Weighted average exercise price Outstanding at January 1, 2026 19,155,921 $ 0.82 Expired ( 1,115,000 ) $ 0.57 Outstanding at March 31, 2026 18,040,921 $ 0.84 Stock options granted under the Plan generally expire five years from the date of grant. At March 31, 2026, the stock options outstanding had a weighted average remaining life of approximately six months . The Company did not grant any stock options during the three months ended March 31, 2026. Restricted Stock Units Holders of unvested restricted stock units ("RSUs") do not have voting or dividend rights. The grant date fair values of RSUs are recognized as expense on a straight-line basis over the requisite service periods. The fair value of RSUs is determined based on the market value of the shares of the Company's common stock on the date of grant. A summary of RSU activity for the three months ended March 31, 2026 was as follows: RSUs Weighted average grant date fair value Outstanding at January 1, 2026 9,887,289 $ 0.15 Granted 1,134,464 $ 0.09 Vested ( 2,063,790 ) $ 0.17 Forfeited ( 156,043 ) $ 0.12 Outstanding at March 31, 2026 8,801,920 $ 0.12 23 Table of Contents Of the 2,063,790 RSUs reported as vested in the table above, 61,868 shares, with an aggregate fair value of approximately $ 5,400 , were surrendered to the Company to satisfy the tax withholding obligations that arose in connection with the vesting of such RSUs. Warrants At March 31, 2026, warrants to purchase up to 21,548,936 shares of the Company's common stock were outstanding, with a weighted average exercise price of $ 0.46 per share. Stock-Based Compensation The Company recorded stock-based compensation of $ 0.3 million and $ 0.5 million in the three months ended March 31, 2026 and 2025, respectively. (12) SEGMENT INFORMATION The Company operates as a single reporting segment engaged in the cultivation, processing and sale of branded cannabis products. The Chief Operating Decision Makers are the Company's Chief Executive Officer and its Chief Financial Officer, who together (the "CODM"), evaluate company performance based on Net income (loss), determined in accordance with U.S. GAAP, and Adjusted EBITDA, a non-GAAP measure. The Company defines Adjusted EBITDA as income (loss) from operations, determined in accordance with GAAP, excluding the following: • depreciation and amortization of property and equipment; • amortization of acquired intangible assets; • impairments or write-downs of acquired intangible assets; • inventory revaluation; • stock-based compensation; • severance; • legal settlements; and • acquisition-related and other. The CODM uses these measures to assess profitability and guide resource allocations, and believes that Adjusted EBITDA, when reviewed in conjunction with Net income (loss), is a useful measure to assess the Company's performance and liquidity, as it provides meaningful operating results by excluding the effects of expenses that are not reflective of the Company's operating business performance. In addition, the CODM uses Adjusted EBITDA to understand and compare operating results across accounting periods, and for financial and operational decision-making and resource allocation. The presentation of Adjusted EBITDA is not intended to be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP. The CODM conducts monthly financial reviews, focusing on revenue trends, gross margin performance and operational efficiency across the Company's vertically integrated operations. Investment decisions, including capital expenditures for new cultivation facilities and retail expansion, are made based on expected return on investment and regulatory considerations in each state in which the Company operates. 24 Table of Contents The table below provides the Company's Net loss, Income (loss) from operations, and a reconciliation of Income (loss) from operations to Adjusted EBITDA for the three months ended March 31, 2026 and 2025 (in thousands): Three months ended March 31, 2026 March 31, 2025 Net loss $ ( 3,767 ) $ ( 5,479 ) GAAP Income (loss) from operations $ 125 $ ( 910 ) Depreciation and amortization of property and equipment 2,153 1,807 Amortization of acquired intangible assets 810 949 Stock-based compensation 325 547 Acquisition-related and other 169 112 Adjusted EBITDA $ 3,582 $ 2,505 (13) REVENUE The Company’s main sources of revenue are comprised of the following: • Product sales (retail and wholesale) . The Company's product sales are derived from direct sales of cannabis and cannabis-infused products primarily by its retail dispensaries and wholesale operations in multiple states. The Company recognizes revenue when products are delivered to third parties or at the Company's retail points-of-sale. • Other revenue . The Company's other revenue is comprised of real estate rentals to cannabis-licensed clients; supply procurement fees from facilitating purchases of resources, supplies and equipment for cannabis-licensed clients and third parties; management fees for providing cannabis-licensed clients with comprehensive oversight of their operations; and licensing fees from the licensing of its branded products to wholesalers and regulated dispensaries. The Company recognizes revenue in amounts that represent the consideration that it expects to receive in exchange for goods or services provided to customers as follows: • Identify the contract(s) with a customer; • Identify the performance obligations in the contract(s); • Determine the transaction price; • Allocate the transaction price to the performance obligations in the contract(s); and • Recognize revenue as the performance obligation is satisfied. Additionally, when another party is involved in providing goods or services to the Company’s clients, a determination is made as to who - the Company or the other party - is acting in the capacity as the principal in the sale transaction, and who is the agent arranging for goods or services to be provided by the other party. The Company is typically considered the principal if it controls the specified good or service before such good or service is transferred to its client, and typically considered the agent if it does not exert such control. The Company may also be deemed to be the principal even if it engages another party (an agent) to satisfy some of the performance obligations on its behalf, provided the Company (i) takes on certain responsibilities, obligations and risks, (ii) possesses certain abilities and discretion, or (iii) fulfills other relevant indicators of the sale. If deemed an agent, the Company does not recognize revenue for the performance obligations it does not satisfy. 25 Table of Contents Revenue for the three months ended March 31, 2026 and 2025 was comprised of the following (in thousands): Three months ended March 31, 2026 March 31, 2025 Product sales - retail $ 21,727 $ 20,730 Product sales - wholesale 17,517 16,786 Other revenue 237 390 Total revenue $ 39,481 $ 37,906 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. 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. (14) MAJOR CUSTOMERS The Company did not have any customers that contributed 10% or more of total revenue in either of the three-month periods ended March 31, 2026 or 2025. The Company did not have any customers that accounted for 10% or more of the Company’s accounts receivable balance at either March 31, 2026 or December 31, 2025. The Company performs ongoing credit evaluations of its customers and generally does not require collateral on accounts receivable. The Company maintains an allowance for doubtful accounts and historical losses have been within management’s expectations. (15) LEASES Arrangements that are determined to be leases with a term greater than one year are accounted for by the recognition of right-of-use assets that represent the Company’s right to use an underlying asset for the lease term, and lease liabilities that represent the Company’s obligation to make lease payments arising from the lease. Non-lease components within lease agreements are accounted for separately. Right-of-use assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term, utilizing the Company’s incremental borrowing rate. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. At March 31, 2026, the Company was the lessee under nine operating leases and thirty-three finance leases. These leases contain rent holidays and customary escalations of lease payments for the type of facilities being leased. The Company's operating leases include its corporate headquarters, dispensaries and cannabis production and processing facilities. Prior to the FSC Acquisition Date, the Company subleased three of these leased facilities to FSC and recognized rental income from these arrangements. The Company recognizes rent expense on a straight-line basis over the expected lease term, including cancelable option periods which the Company fully expects to exercise. Certain leases require the payment of property taxes, insurance and/or maintenance costs in addition to the rent payments. The Company leases machinery and office equipment under finance leases that expire from January 2026 through August 2031, with such terms being a major part of the economic useful life of the leased property. 26 Table of Contents The components of lease expense for the three months ended March 31, 2026 and 2025 were as follows (in thousands): Three months ended March 31, 2026 March 31, 2025 Operating lease expense $ 522 $ 533 Finance lease expenses: Amortization of right of use assets $ 441 $ 318 Interest on lease liabilities 112 95 Total finance lease expense $ 553 $ 413 The weighted average remaining lease terms and weighted average discount rates for the Company's operating leases and finance leases at March 31, 2026 and December 31, 2025 were as follows: March 31, 2026 December 31, 2025 Weighted average remaining lease term (years): Operating leases 8.64 9.11 Finance leases 2.31 2.44 Weighted average discount rate: Operating leases 11.5 % 11.6 % Finance leases 11.1 % 10.9 % Future minimum lease payments as of March 31, 2026 under all non-cancelable leases having an initial or remaining term of more than one year were (in thousands): Operating leases Finance leases Remainder of 2026 $ 1,531 $ 1,481 2027 1,813 1,481 2028 1,757 742 2029 1,595 372 2030 1,034 42 Thereafter 6,762 19 Total lease payments 14,492 4,137 Less: imputed interest ( 6,107 ) ( 633 ) $ 8,385 $ 3,504 (16) RELATED PARTY TRANSACTIONS The Company’s corporate offices are leased from an entity in which the Company’s President and Chief Executive Officer (the "CEO") has an investment interest. This lease expires in October 2028 and contains a five-year extension option. Expenses incurred under this lease were approximately $ 70,000 and $ 77,000 for the three months ended March 31, 2026 and 2025, respectively. The Company procures nutrients, lab equipment, cultivation supplies, furniture, and tools from an entity owned by the family of the Company’s Chief Operating Officer (the “COO”). Purchases from this entity totaled $ 1.4 million in each of the three months ended March 31, 2026 and 2025. The Company pays royalties on the revenue generated from its Betty’s Eddies product line to an entity owned by the COO and the Chief Commercial Officer under a royalty agreement. Under this agreement, the royalty percentage on all sales of Betty’s Eddies products is 3.0 % if sold directly by the Company and between 1.35 % and 2.5 % if licensed by the Company for sale by third parties. Future developed products have a royalty rate of 0.5 % if sold directly by the Company and between 0.125 % and 0.135 % if licensed by the Company for sale by third parties. The aggregate royalties earned by the 27 Table of Contents entity under this agreement were approximately $ 174,000 and $ 163,000 for the three months ended March 31, 2026 and 2025, respectively . During the three months ended March 31, 2026 and 2025, one of the Company’s majority-owned subsidiaries paid or accrued distributions of $ 1,995 and $ 1,785 , respectively, to the CEO, who owns a minority equity interest in such subsidiary. The CEO and COO own 5 % and 15 %, respectively, of the membership units of Mari Holdings Metropolis, LLC, one of the Company's majority-owned subsidiaries. During the three months ended March 31, 2026, this majority-owned subsidiary recorded distributions of $ 5,000 and $ 15,000 to the CEO and COO, respectively. During the three months ended March 31, 2025, this majority-owned subsidiary accrued distribution payments of $ 3,000 and $ 9,000 to the CEO and COO, respectively. At March 31, 2026 and December 31, 2025, the Company had an outstanding accounts payable balance of approximately $ 224,000 and $ 448,000 , 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, which is included in the previously described balances. 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, which amount was outstanding at each of March 31, 2026 and December 31, 2025. These assumed liabilities related to cash advances to FSC in periods prior to the FSC Acquisition Date. In addition, the Company had outstanding payables to the CEO aggregating approximately $ 259,000 and $ 50,000 at March 31, 2026 and December 31, 2025, respectively, for amounts that the CEO had advanced to the Company for certain operating activities. At March 31, 2026, the Company’s mortgages with Bank of New England and DSB were personally guaranteed by the CEO. (17) INCOME TAXES The following table summarizes the Company's income tax provision and effective tax rates for the three months ended March 31, 2026 and 2025 (in thousands, except percentages): Three months ended March 31, 2026 2025 Loss before income taxes $ ( 1,116 ) $ ( 2,648 ) Income tax provision $ 2,651 $ 2,831 Effective tax rate ( 238 ) % ( 107 ) % The effective tax rates for the three months ended March 31, 2026 and 2025 were calculated using the discrete method based on the Company's period-to-date results adjusted for permanent and temporary differences. Due to its cannabis operations, the Company is subject to the limitations of the U.S. Internal Revenue Code of 1986, as amended (the "IRC"), Section 280E under which the Company is only allowed to deduct expenses directly related to cost of goods sold of cannabis products. This results in permanent differences between ordinary and necessary business expenses deemed non-allowable under IRC Section 280E. As a result, the effective tax rate can be highly variable and may not necessarily correlate with pre-tax income and provides for effective tax rates that are well in excess of statutory tax rates. On April 23, 2026, the U.S. Department of Justice (the "DOJ") issued a final order that placed both FDA-approved drugs containing cannabis and cannabis subject to a qualifying state medical list in Schedule III of the Controlled Substances Act. As a result, business conducted within these categories is no longer subject to IRC Section 280E, allowing for full deduction of ordinary and necessary business expenses. Due to the timing of when the final order was issued, the Company did not record the impact in its income tax provision for the three months ended March 31, 2026. The Company continues to monitor guidance from the DOJ and the U.S. Internal Revenue Service (the "IRS") to properly record and disclose any impact in its future financial statements. 28 Table of Contents In February 2026, the IRS filed a lien against FSC in connection with an approximate $ 1 million tax liability for the years 2023 and 2024, which periods were prior to the FSC Acquisition Date. The Company recorded this liability as part of the allocation of the purchase consideration for FSC. The Company is disputing the assessment through a Collection Due Process (“CDP”) Hearing and pursuing a resolution, including potential reduction or collection alternatives. While the matter is pending, IRS enforcement is generally stayed. Although the liability is fully accrued in the accompanying condensed consolidated financial statements, an unfavorable outcome could materially impact the Company’s operations and financial position. In June 2025, the IRS filed a lien against the Company in connection with an approximate $ 6 million 2023 tax liability. The Company is disputing the assessment through a CDP Hearing and pursuing a resolution, including potential reduction or collection alternatives. While the matter is pending, IRS enforcement is generally stayed. Although the liability is fully accrued in the accompanying condensed consolidated financial statements, an unfavorable outcome could materially impact the Company’s operations and financial position. (18) COMMITMENTS AND CONTINGENCIES Litigation Risk From time to time, the Company may become involved in litigation or regulatory proceedings in the ordinary course of it business. The cannabis industry is highly regulated, and many aspects o 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 aces 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 In 2019, MariMed Hemp, Inc. ("MMH"), a subsidiary of the Company, sold hemp seed inventory to GenCanna Global Inc., (“GenCanna”), recording a related party receivable of approximately $ 29 million, which was fully reserved at December 31, 2019. In early 2020, GenCanna entered a Chapter 11 bankruptcy, leading to a liquidating plan that remains ongoing. In 2022, the Plan Administrator filed a complaint against MMH for alleged preferential transfers, which was settled in 2023 by reducing MMH's general unsecured claim to $ 15.5 million. In the three months ended September 30, 2024, MMH received a liquidation distribution of $ 116,250 . On October 1, 2025, an incremental final liquidation distribution of $ 50,281 was received. New Bedford, MA and Middleborough, MA Buildouts In the third quarter of 2023, the Company recorded an increase of $ 2.0 million in building and building improvements and a corresponding accrued liability in the same amount for electrical work performed at the Company's New Bedford and Middleborough properties between December 2017 and June 2023. The electrical work was performed by an electrical contractor that was owned and/or controlled by the family of a non-officer/director Company stockholder who beneficially owned more than 5 % of the Company's common stock when the electrical work began. The electrical work was primarily paid for by an entity that is indirectly controlled by that individual and another non-officer/director Company stockholder who also beneficially owned more than 5 % of the Company's common stock when the electrical work began. The Company repaid the two shareholders $ 300,000 each as salary between 2021 and 2023 (at the rate of $ 100,000 each per year). Discussions to reach agreement with the entity that paid for the electrical work and all other interested parties to address this liability and related payment terms are ongoing. (19) SUBSEQUENT EVENTS Equity Transactions Subsequent to March 31, 2026, the Company issued an aggregate of 359,469 net shares of common stock upon the settlement of RSUs that vested prior to the filing of this report. 29 Table of Contents