Other Information
−Removed: 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”).
−Removed: Each of Messrs.
−Removed: Pinho and Crandall is hereinafter referred to as an “Executive” and together as the “Executives”.
−Removed: The following is a brief description of the material terms of the respective Employment Agreements:
−Removed: Pursuant to the Employment Agreements, Mr.
−Removed: Pinho has a base salary of $300,000 and Mr.
−Removed: 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.
−Removed: Each of the Employment Agreements provides for severance payments and benefits upon certain terminations of employment under the terms of their respective Employment Agreement.
−Removed: 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:
−Removed: (i) 12 months of his base salary, payable over 12 months following termination;
−Removed: (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;
−Removed: (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;
−Removed: 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.
−Removed: 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.
−Removed: 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:
−Removed: (a) the sum of 24 months of such Executive’s base salary;
−Removed: (b) two times such Executive’s Target Bonus for the calendar year in which the date of termination occurs;
−Removed: (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;
−Removed: (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;
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
9 unchanged sentences
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).
−Removed: 10.1 Restructuring and Exchange Agreement, dated as of February 24, 2026, by and among MariMed Inc.
−Removed: 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).
−Removed: 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).
−Removed: 10.3 * Employment Agreement, effective as of May 13, 2026, between the Registrant and Mario Pinho.
−Removed: 10.4 * Employment Agreement, effective as of May 13, 2026, between the Registrant and Ryan Crandall.
+Added: 10.1** Employment Agreement, effective as of May 13, 2026, between the Registrant and Mario Pinho (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q, filed May 14, 2026 with the SEC).
+Added: 10.2** Employment Agreement, effective as of May 13, 2026, between the Registrant and Ryan Crandall (incorporated by reference to Exhibit 10.
+Added: 4 to the Registrant's Quarterly Report on Form 10-Q, filed May 14, 2026 with the SEC).
+Added: 10.3* ** MariMed Inc.
+Added: Third Amended and Restated 2018 Stock Award and Incentive Plan, as amended and restated June 22, 2026.
+Added: 10.4* ** Form of Restricted Stock Unit Agreement (Time-Based Vesting) under the Third Amended and Restated 2018 Stock and Incentive Award Plan, as amended and restated.
+Added: 10.5* ** Form of Restricted Stock Unit Agreement (Director Grant) under the Third Amended and Restated 2018 Stock and Incentive Award Plan, as amended and restated.
31.1 * Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13 unchanged sentences
* Filed herewith.
+Added: ** This exhibit is a management contract or compensatory plan or arrangement.
*** Furnished herewith in accordance with Item 601 (32)(ii) of Regulation S-K.
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.
+Added: August 13, 2026
/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.