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Item 9A. Controls and Procedures

2026-03-25 compared with 2025-03-26 · 239 added, 628 removed, 1326 unchanged (40% of the section changed)

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Based upon that assessment, our management, including the co-CEOs and CFO, concluded that our internal controls over financial reporting were effective as of December 31, 2025.

Remediation of the Identified Material Weaknesses

Following the identification of the material weakness described in our Annual Report on Form 10-K for the year ended December 31, 2023, related certain process-level controls associated with third party vendor selection, retention and monitoring and well as processes designed to mitigate risks associated with fraud, we initiated remediation measures to address the material weaknesses.

Management believes that it has completed its updates to the design and implementation of internal controls to remediate the material weaknesses and enhance the Company’s internal control environment.

We completed our remediation activities by testing the operating effectiveness of the enhanced controls and found them to be effective.

Based on the implementation work and results of testing performed, we have concluded that the previously identified material weaknesses were remediated as of September 30, 2024.

As we continue to evaluate and improve our internal control over financial reporting and disclosure controls and procedures, management may determine to take additional measures to improve controls and determine to modify the remediation plan described above.

The material weaknesses previously identified can be as considered to have been fully remediated through updated policies and training.

The remediations have been in place and operated for a sufficient period of time to enable management to conclude, through testing, that these controls are designed and operating effectively.

Management will continue to monitor and evaluate the effectiveness of our internal control over financial reporting on an ongoing basis.

Independent Registered Accounting Firm's Report on Internal Control Over Financial Reporting

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Changes in Internal Control Over Financial Reporting

Other than the remediation actions to address the previously reported material weakness as described above, there were no changes in our internal control over financial reporting (as such term is defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as such term is defined by Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

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During the year ended December 31, 2025 , no director or officer of the Company adopted or terminated a “Rule 10b5 - 1 trading arrangement” as such term is defined in Item 408 (a) of Regulation S-K.

The Company has adopted an insider trading policy governing the purchase, sale, and other dispositions of the Company’s securities by directors, senior management, and employees.

A copy of the insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10 -K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

1 unchanged sentence

Directors, Executive Officers and Corporate Governance.

The bylaws of the Company (the “ Bylaws ”) provide that the number of directors should not be fewer than three nor more than nine directors.

Each director shall hold office until the close of our next annual general meeting, or until his or her successor is duly elected or appointed, unless his or her office is earlier vacated.

Our Board currently consists of five directors.

The following table sets forth our directors and executive officers and their respective positions:

Robert Groesbeck

Director, Co-Chairman and Co-CEO

Larry Scheffler

Director, Co-Chairman and Co-CEO

Adrienne O’Neal

Chief Financial Officer

Vice President of Operations

Tatev Oganyan

General Counsel

Chief Administrative Officer

Director and Executive Officer Biographies

Robert Groesbeck has served as Co-CEO and a director of the Company since June 2018.

Prior to that, Mr.

Groesbeck served as Co-President of MMDC, a subsidiary of the Company, from 2014 to June 2018.

Groesbeck served as General Counsel to Republic Services, a provider of comprehensive solid waste and recycling services, for its Nevada operations and was their western regional counsel from 1993 to 2001, and provided outside legal consulting to Republic Services from 2001 to 2008.

He also served as General Counsel to C&S Waste Solutions, a privately operated Nevada and California waste disposal company, from 2010 through 2015, and provided outside legal consulting to C&S Waste Solutions from 2008 through 2010, and 2015 through May 2018.

He has practiced law for over 25 years and has also served as the mayor of the City of Henderson, Nevada from 1993 to 1997.

Groesbeck earned his B.S.

in Criminal Justice from the University of Nevada, a M.B.A.

from National University and a J.D.

from Western Michigan University.

We believe that Mr.

Groesbeck’s experience as a long-time entrepreneur, starting and/or assisting in the creation of a number of businesses, qualifies him to serve on the Board.

Larry Scheffler has served as Co-CEO and a director of the Company since June 2018.

Prior to that, Mr.

Scheffler served as Co-President of MMDC, a subsidiary of the Company, from 2014 to June 2018.

He was also the Chairman and Founder of Las Vegas Color Graphics, Inc., a privately owned commercial printing company, where he served from 1978 through 2022.

Scheffler also served as a councilman for the city of Henderson, Nevada from 1990 to 1995.

Scheffler has also served as a commissioner on six major commissions in Southern Nevada government and has an extensive background in real estate.

He has founded and is managing director of entities controlling over 1,000 acres in three states that are under some form of development.

We believe that Mr.

Scheffler’s broad management experience and past success with guiding the growth of the Company qualifies him to serve on the Board.

David Loop has been a director of the Company since June 2024.

After the Company’s acquisition of VidaCann LLC.

Loop has spent his entire career in the horticulture industry, beginning with Loop’s Nursery & Greenhouses in 1980.

Founded in 1949, Loop’s Nursery used environmentally friendly, best management practices to become the largest supplier of potted plants to the supermarket industry in the southeast.

Taking over as CEO in 1983, Mr.

Loop became an industry leader through the introduction of new varieties and production techniques, growing Loop’s Nursery into one of the top 100 greenhouse facilities in the US.

Loop was instrumental in the founding of VidaCann in 2017 by gaining one of the first medical cannabis licenses in the state of Florida and paving the way for greenhouse grown cannabis practices.

Loop currently sits on the Board of Directors for Aris Horticulture, the Advisory Board of North Florida Farm Credit, and is a member of the Jacksonville Civic Council.

He graduated with a Bachelor of Science in Economics and a Bachelor of Science in Horticulture from North Carolina State University.

We believe that Mr.

Loop’s experience in the horticulture industry, founding and growing the business of VidaCann LLC and his financial experience qualify him to serve on the Board.

Kevin Martin , CPA , joined Planet 13 as an independent director in February 2024.

Since November 2020, Mr.

Martin has held an audit leadership role at HSS Enterprises.

Previously, from 2005 to 2020, Mr.

Martin held senior risk and audit leadership roles at multinational private and public companies, including Irving Oil, Endeavour Mining Corporation, which operates gold mines in West Africa, and The Heico Companies LLP, which manufactures steel, heavy equipment and industrial construction.

Martin is a Chartered Public Accountant and Certified Fraud Examiner, and he has a Certification in Risk Management Assurance.

We believe that Mr.

Martin is qualified to serve on the Board due to his extensive accounting experience and his familiarity in working with management of a variety of companies in his role as an auditor.

Adrienne O ’ Neal has been a director of the Company since June 2019.

She has been the owner of Las Vegas Counselor LLC since 2004, where she provides marriage and family therapy services, and she is also the co-owner of Red Rock Counseling, a private practice agency which includes licensed therapists and training for pre-licensed graduate students since December 2018.

Prior to 2004, Ms.

O’Neal was an Account Manager at R&R Partners, an advertising, marketing, public relations, and public affairs firm, for 13 years between 1984 to 2004.

From June 2017 to February 2021, Ms.

O’Neal was appointed by former State of Nevada Governor Brian Sandoval and served on the Nevada State Board of Marriage & Family Therapy and Clinical Professional Counselors.

O’Neal has also served as a part-time instructor at the University of Nevada, Las Vegas School of Medicine’s Marriage and Family Therapy Graduate Program, where she has served since January 2017.

O’Neal has passed the Series 7 exam, which measures the degree to which a candidate possesses the knowledge needed to perform the critical functions of a general securities representative, including sales of corporate securities, municipal securities, investment company securities, variable annuities, direct participation programs, options and government securities, administered by the Financial Industry Regulatory Authority.

She holds a B.S.

in Marketing and an M.S.

in Marriage and Family Therapy from the University of Nevada, Las Vegas.

We believe that Ms.

O’Neal’s expertise in securities matters and her background in a variety of types of business qualifies her to serve on the Board.

Dennis Logan has served as Chief Financial Officer of the Company since June 2018.

He is currently the part-time Chief Financial Officer of BTU Metals Corp.

BTU), a junior exploration company, since August 2017, and is the part-time Chief Financial Officer or Sterling Metals Corp.

SAG), a mineral exploration company, since September 2017.

Previously, Mr.

Logan was the Chief Financial Officer, Director and Corporate Secretary of Almonty Industries Inc., a tungsten mining and processing company (TSX-V:

AII), from September 2011 until March 2017.

Logan was also the Chair of the Audit Committee of Magna Terra Minerals Inc.

MTT), a precious metals focused exploration company, from September 2017 until May 2021.

From June 2015 until April 2018, he served as the Chairman of the Audit Committee of Eurocontrol Technics Group Ltd.

EUO), a detection and marking systems developer.

Logan started his career in finance and accounting at Ernst & Young LLP in 1992.

Lee Fraser has served as Chief Administrative Officer of the Company since February 2024 and as a director of the Company since May 2023.

Fraser has previously held financial leadership roles at Fox Corp.

from 2019 to 2021 and Warner Bros.

from 2007 to 2019 where he developed business strategies and helped manage the construction and real estate portfolios for both companies.

At Warner Bros.

he was directly responsible for financial oversight of the worldwide Harry Potter Tour, and the Harry Potter Flagship Retail Stores.

Fraser’s expertise also includes corporate finance and financial planning at Gemstar-TV Guide and Waste Management.

Fraser has a Bachelor of Commerce degree from the University of Ottawa and received his Master’s degree in Business Administration from the Andersen School of Management at UCLA.

Chris Wren has been the Vice President Operations of the Company since March 2014 and is responsible for the oversight of all production and cultivation operations.

He possesses more than 16 years of cannabis industry cultivation and extraction experience.

Wren also managed the construction of the Company’s dispensary, the Clark County cultivation facility and the Beatty complex, as well as design and implementation of the Company processes at those facilities.

Wren is an internationally recognized cannabis horticulturist and has won several awards for his cultivation efforts, including first place in the 2015 International Cannagraphic Growers Cup.

Tatev Oganyan joined Planet 13 in February 2024 and is responsible for overseeing legal matters for the company.

Since February 2020, Ms.

Oganyan has owned and operated The Oganyan Agency, a cannabis consulting practice.

Prior to that, Ms.

Oganyan had oversight of legal affairs at GBL LLC from July 2017 to February 2020 and at EH Tech Inc.

from September 2016 to July 2017.

Before moving in-house in 2024, Ms.

Oganyan worked as an outside consultant for Planet 13, leading the licensing and permitting process for the successful opening of the Planet 13 Orange County and Planet 13 Waukegan stores.

She further led the regulatory due diligence for the Next Green Wave acquisition, allowing Planet 13 to broaden its popular brand portfolio in California.

Oganyan has a Bachelor of Arts in Political Science and History from UCLA and holds a law degree and Master’s in Dispute Resolution from Pepperdine Caruso School of Law.

Family Relationships

There are no family relationships between any director or executive officer of the Company.

Involvement in Certain Legal Proceedings

Our directors and our executive officers have not been involved in any of the following events during the past ten years:

bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities;

being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation;

or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Committees

We currently have an audit committee, compensation committee and a corporate governance and nominating committee.

A brief description of each committee is set out below.

See also “ Director Independence .”

Audit Committee

The audit committee of the Board (the “ Audit Committee ”) assists the Board in fulfilling its responsibilities for oversight of financial, audit and accounting matters.

The Board has adopted a written charter for the Audit Committee, which sets out the Audit Committee’s responsibilities.

The Audit Committee reviews the financial reports and other financial information provided by us to regulatory authorities and our shareholders, as well as reviews our system of internal controls regarding finance and accounting, including auditing, accounting and financial reporting processes.

The current members of the Audit Committee include the following directors:

Kevin Martin (Chair), David Loop, and Adrienne O’Neal.

Martin is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act.

Compensation Committee

The compensation committee of the Board (the “ Compensation Committee ”) assists the Board in fulfilling its responsibilities for compensation philosophy and guidelines.

The Compensation Committee also has responsibility for fixing compensation levels for our executive officers.

In addition, the Compensation Committee is charged with reviewing our incentive plans and proposing changes thereto, approving any awards of options under our incentive plans and recommending any other employee benefit plans, incentive awards and perquisites with respect to our executive officers.

The Compensation Committee is also responsible for reviewing, approving and reporting to the Board annually (or more frequently as required) on our succession plans for our executive officers.

The current members of the Compensation Committee include the following directors:

Kevin Martin and Adrienne O’Neal (Chair).

Corporate Governance and Nominating Committee

The corporate governance and nominating committee (the “ CG&N Committee ”) assists us in fulfilling our corporate governance responsibilities under applicable law and is responsible for reviewing and assessing the effectiveness of the Board, evaluating the Board and its directors and making policy recommendations aimed at enhancing Board effectiveness.

In addition to assisting us with the recruitment and education of new and current directors, the CG&N Committee reports to the Board to assist us in identifying and recommending individuals qualified to become members of the Board and evaluating the Board and its directors.

The current members of the CG&N Committee include the following directors:

Kevin Martin and Adrienne O’Neal (Chair).

Changes to Security Holders Director Nomination Procedures

Pursuant to the Plan of Arrangement to domesticate the Company into Nevada as described in “ History of the Company ” in Item 1 above, the Company has adopted Bylaws which have changed the security holders director nomination procedures as follows:

Stockholders who wish to (1) submit director nominees for consideration or (2) present other items of business ‎directly at next year’s annual meeting must give written notice of their intention to do so, in accordance with the ‎deadlines described in our Bylaws under the heading “ Advance Notice Policy ” to our Secretary at 4675 W.

Teco Ave., Suite 250, Las Vegas, NV 89118.

Any such notice also must include the ‎information required by our Bylaws and the Exchange Act and ‎must be updated and supplemented as provided in the Bylaws.‎

Our Bylaws include an advance notice policy, pursuant to which, any additional director nomination for an annual meeting of Stockholders or a special meeting of the Stockholders (which is not also an annual meeting) must be received by the Secretary of the Company as described in our Bylaws under the heading “ Advance Notice Policy .”

In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, Stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than 60 calendar days prior to the anniversary of the previous year’s annual meeting date.

However, if we did not hold an annual meeting during the previous year, or if our date for the annual meeting of Stockholders has changed by more than 30 calendar days from the previous year, then notice must be provided on the later of (a) 60 calendar days prior to the date of the annual meeting of Stockholders or (b) the 10th day following the date on which notice of the date of the annual meeting of Stockholders is first made to the Stockholders.

Stockholders may recommend director candidates for consideration by the Board by writing to our ‎Secretary at the address set forth above in accordance with the notice provisions described above.

Subject to compliance with the Exchange Act and the Company’s Bylaws, to be in proper written form, such notice must (i) set forth all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required pursuant to and in accordance with the Exchange Act, such nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director of the Company if elected, and such other information regarding such nominee as may reasonably be requested by the Board in writing prior to the meeting of Stockholders at which such candidate’s nomination is to be acted upon in order for the Board of Directors to determine the eligibility of such candidate for nomination to be an independent director of the Company, (ii) include the completed and signed questionnaire, representation and agreement required by Section 3.13 of the Company’s Bylaws, (iii) as to the Stockholder giving the notice, set forth (a) the name and address of such Stockholder, as they appear on the Company’s books, and of such beneficial owner, (b) the class or series and number of Stock which are owned beneficially and of record by such Stockholder and such beneficial owner, except that such Stockholder shall in all events be deemed to beneficially own any shares of any class or series of Stock of the Corporation as to which such Stockholder has a right to acquire beneficial ownership at any time in the future, (c) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such Stockholder and/or such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, including, in the case of a nomination, the nominee, (d) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Stockholder’s notice by, or on behalf of, such Stockholder and such beneficial owners, whether or not such instrument or right shall be subject to settlement in underlying Stock, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Stockholder or such beneficial owner, with respect to securities of the Corporation, (e) a representation that the Stockholder is a holder of record of Stock entitled to vote at such meeting and intends to appear in person or by proxy at the meeting, and (f) a representation that the Stockholder or the beneficial owner, if any, intends or is part of a group which intends (1) to solicit proxies or votes in support of such Director nominees or nomination in accordance with Rule 14a-19 promulgated under the Exchange Act, and (2) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding capital stock required to approve or adopt the proposal or elect the nominee.

Insider Trading Policy

We have adopted a timely disclosure confidentiality and insider trading policy (“ Insider Trading Policy ”), governing the purchase, sale and other transactions in our securities that applies to our directors, executive officers, employees, and other covered persons, including agents, and independent contractors (who are engaged in an employee like capacity), any person or company responsible for a principal business unit, division or function of the Company, 10% shareholders of the Company, a major subsidiary of the Company, and persons in a special relationship with the Company, (together the “Covered Persons”) all as defined in the Insider Trading Policy in Schedule “A.”

The Insider Trading Policy prohibits, among other things, insider trading and certain speculative transactions in our securities (including short sales (other than selling in advance of an option exercise where the options will be used to immediately cover the short position) and buying or selling put or call options) and establishes a regular blackout period schedule during which Covered Persons may not trade in the Company’s securities, as well as certain pre-clearance procedures that all directors and executive officers, and from time to time additional employees or independent contractors, must observe prior to effecting any transaction in our securities.

The Company believes that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

The information required by this item is incorporated by reference to our Proxy Statement for our 2026 Annual Meeting of Shareholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.

Executive Compensation.

In accordance with reduced disclosure rules applicable to emerging growth companies as set forth in Item 402 of Regulation S-K, this section explains how our compensation program is structured for the Co-CEOs and NEOs, as defined below.

Compensation Committee

The Board as a whole determines the level of compensation in respect of our senior executives.

The Compensation Committee is appointed by and reports to the Board.

The Compensation Committee, on behalf of the Board, establishes policies with respect to the compensation of our Co-CEOs, CFO and other senior executive officers.

The Compensation Committee assists the Board in discharging the Board’s oversight responsibilities relating to the attraction, compensation, evaluation and retention of key senior management employees, and in particular the Co-CEOs, with the skills and expertise needed to enable us to achieve our goals and strategies at fair and competitive compensation and appropriate performance incentives.

The Compensation Committee is responsible to review and approve corporate goals and objectives relevant to the Co-CEOs and other senior executive officers’ compensation, evaluate the performance of the Co-CEOs and each senior executive officer’s performance in light of those goals and objectives, and recommend to the Board for approval the compensation level each senior executive officer based on this evaluation.

The Compensation Committee is also responsible for the review of our compensation systems in order to ensure the fairness and appropriateness of the compensation of senior executive officers that may participate, including incentive compensation plans and equity-based plans.

Named Executive Officers

For the purpose of this Annual Report on Form 10-K, a named executive officer (“ NEO ”) of the Company means each of the following individuals:

each Co-CEO of the Company;

the two most highly compensated executive officers other than the Co-CEOs who were serving as executive officers at the end of the last completed fiscal year; and

up to two additional individuals for whom disclosure would have been provided under the above but for the fact that the individual was not serving as an executive officer at the end of the last completed fiscal year.

For the year ended December 31, 2024, we had five NEOs:

Robert Groesbeck, Co-CEO;

Larry Scheffler, Co-CEO;

Dennis Logan, Chief Financial Officer;

and Chris Wren, Vice President of Operations and Lee Fraser, Chief Administrative Officer.

Elements of Compensation

In determining such compensation, the Compensation Committee will consider our performance and relative shareholder return and the compensation of CEOs and other senior executive officers at comparable companies.

Additionally, the Compensation Committee may consider input from the Co-CEOs on senior executive compensation, but the Co-CEOs may not provide input with respect to their own compensation.

A combination of fixed and variable compensation is used to motivate executives to achieve overall company goals.

The basic components of the executive compensation program are:

Base salary is the fixed portion of each executive officer’s total compensation.

It is designed to provide income certainty and retain executives.

In determining the base level of compensation for the executive officers, weight is placed on the following objective factors:

the particular responsibilities related to the position; salaries or fees paid by companies of similar size in the industry; level of experience and expertise; and subjective factors such as leadership, commitment and attitude.

Short-Term Incentive Compensation .

The short-term incentive compensation is intended to reward an executive officer for his or her yearly individual contribution and performance of personal objectives in the context of our overall annual performance.

The short-term incentive compensation is designed to motivate executives annually to achieve their predetermined objectives.

In determining compensation and, in particular, short-term incentive compensation, the Compensation Committee and the Board consider factors over which the executive officer can exercise control, such as their role in identifying and completing acquisitions and integrating such acquisitions into our business, meeting any budget targets established by controlling costs, taking successful advantage of business opportunities and enhancing our competitive and business prospects.

Stock Options .

Stock options are a form of long-term equity incentive compensation granted from time to time to align executives’ interests with those of the Company and its shareholders and reward executives for their contribution to the creation of shareholder value.

Participants benefit only if the market value of our Common Stock at the time of the stock option exercise is greater than the exercise price of the stock options at the time of grant.

In establishing the number of stock options that may be granted, reference is made to the recommendations made by the Compensation Committee as well as, from time to time, the number of similar awards granted to officers and directors of other publicly-traded companies of similar size in the same business as us.

The Compensation Committee and the Board also consider previous grants of stock options and the overall number of stock options that are outstanding relative to the number of outstanding securities in determining whether to make any new grants and the size and terms of any such grants.

With respect to executive officers, the Compensation Committee and the Board also consider the level of effort, time, responsibility, ability, experience and level of commitment of the executive officer in determining the level of long-term equity incentive awards.

With respect to directors, the Compensation Committee and the Board also consider committee assignments and committee chair responsibilities, as well as the overall time requirements of the Board members in determining the level of long-term equity incentive awards.

Restricted Share Units .

Restricted Share Units are a form of long-term equity incentive compensation granted from time to time to align executives’ interests with those of the Company and its shareholders and to attract and retain executives.

Restricted Share Units are notional shares that have the same value as shares of Common Stock and earn dividend equivalents as additional units, at the same rate as dividends paid on Common Stock.

No dividend equivalents will vest unless the associated Restricted Share Units also vest.

In determining new grants of Restricted Share Units, the Compensation Committee and the Board consider factors similar to those contemplated when making new grants of stock options.

It is expected that stock options and Restricted Share Units held by management will be taken into consideration by the Compensation Committee at the time of any subsequent grants under the compensation plan in determining the amount or terms of any such subsequent award grants.

The Compensation Committee will further consider the base salary, bonuses and competitive market factors.

The size of a grant of an award is anticipated to be proportionate to the deemed ability of the individual to make an impact on our success, as determined by the Board.

We do not have a defined benefits plan, defined contribution plan, deferred compensation or pension or retirement plan applicable to our NEOs and no plans are currently in place in respect of change of control or termination.

Summary Compensation Table

The following table is a summary of annual compensation paid, or recognized as an expense in accordance with Accounting Standards Codification (“ ASC ”) Topic 718 (Compensation - Stock Compensation), to the NEOs for our two most recently completed fiscal years, December 31, 2024, and December 31, 2023.

All amounts are expressed in US Dollars:

Non-equity incentive plan compensation

Non-qualified deferred compensation earnings

All other compensation

Name and Principal Position(1)

Larry Scheffler

Co-Chief Executive Officer

Robert Groesbeck

Co-Chief Executive Officer

Chief Financial Officer

Vice President of Operations

Chief Administrative Officer

Lee Fraser, Chief Administrative Officer, assumed his role as of February 7, 2024, and is one of the two most highly compensated executive officers other than the Co-CEOs.

Fraser’s annual salary beginning at his February 7, 2024 appointment is $300,000.

The values provided for Mr.

Logan in this column are converted to US Dollars using the average exchange rate for the year indicated as provided by the Bank of Canada.

For 2023 USD$1.00=CAD$1.3495 and for 2024 USD$1.00=CAD$1.4416.

The amounts listed for 2024 non-equity incentive compensation plan are amounts accrued for 2024.

Non-equity incentive plan compensation is weighted 80% for each Co-CEO and 60% for other executive officers and 20% for each Co-CEO and 40% for other executive officers, for corporate objectives and key metrics applicable to the executive, respectively, and is reviewed and approved by the Compensation Committee before payment.

The amounts consist of car allowance ($29,608 for each of 2024 and 2023) and health benefits ($21,640 for 2024 and $27,800 for 2023).

The amounts consist of car allowance ($29,608 for each of 2024 and 2023) and health benefits ($21,640 for 2024 and $38,822 for 2023).

The amounts consist of car allowance ($13,017 for 2024 and $13,800 for 2023) and health benefits ($6,659 for 2024 and $7,114 for 2023).

The amounts consist of car allowance ($15,170 for each of 2024 and 2023) and health benefits ($31,930 for 2024 and $43,244 for 2023).

The amounts consist of car allowance ($13,906 for 2024 and $0 for 2023) and health benefits ($17,292 for 2024 and $0 for 2023).

Narrative Discussion

For a summary of the significant terms of each NEO’s employment agreement or arrangement, please see below under the heading “ Employment Agreements and Termination and Change of Control Benefits ”.

Equity Grant Practices

The Compensation Committee monitors our equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices.

Grants of equity awards to executive officers are approved by the Compensation Committee and are typically made at scheduled Compensation Committee meeting dates or in connection with a new hire or promotion, and irrespective of the timing of any financial announcement.

We do not grant, and in 2024 did not grant, stock options in anticipation of the release of material non-public information.

We attempt to make equity awards during periods when we do not have material non-public information that could impact our stock price and we do not time, and in 2024 did not time, the release of material non-public information based on equity grant dates or for the purpose of affecting the value of executive compensation.

Employment Agreements and Termination and Change of Control Benefits

Summary of Employment Agreements

Larry Scheffler

In June 2018, we entered into an employment agreement with Larry Scheffler, our Co-CEO, for an initial term of five years.

The agreement provides for payment of an annual base salary to Mr.

Scheffler, which for the fiscal year ended December 31, 2024, was USD$500,000 (subject to any further increases as may be approved by the Compensation Committee).

Scheffler is also entitled to receive other benefits and perquisites, including participation in our benefit plans, an annual bonus, performance bonuses and participation in our 2023 Equity Incentive Plan, approved by a vote of our shareholders at the 2023 Annual General and Special Meeting of the Shareholders on July 27, 2023 (the “ Equity Incentive Plan ”) and other equity plans in effect from time to time.

Scheffler’s employment is terminated by us with “cause” or by Mr.

Scheffler without “good reason” (as such terms are defined in the agreement), we will pay Mr.

Scheffler any accrued but unpaid base salary, accrued but unused vacation and any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of termination, except in the event Mr.

Scheffler’s employment is terminated by us for cause in which case any such accrued but unpaid annual bonus shall be forfeited.

Scheffler’s employment is terminated by us without cause or by Mr.

Scheffler for good reason, including upon the change of control of the Company, we will, for the duration of the remaining term of the agreement, continue to pay Mr.

Scheffler his base salary and continue to provide him with health care benefits at a substantially similar level to the benefits provided to him while he was employed by us.

In addition, Mr.

Scheffler shall be paid any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of termination and all outstanding equity incentive awards granted to him would fully vest on the date of such termination of employment.

The employment agreement also provides for, among other things, confidentiality, non- solicitation and non-competition covenants in favor of the Company.

The non-solicitation and non-competition covenants apply during the term of employment and for 12 months following resignation or the termination of Mr.

Scheffler’s employment.

In March 2021, we entered into an amendment to the employment agreement with Mr.

Scheffler extending the term through December 31, 2025.

Robert Groesbeck

In June 2018, we entered into an employment agreement with Robert Groesbeck, our Co-CEO, for an initial term of five years.

The agreement provides for payment of an annual base salary to Mr.

Groesbeck, which for the fiscal year ended December 31, 2024, was USD$500,000 (subject to any further increases as may be approved by the Compensation Committee).

Groesbeck is also entitled to receive other benefits and perquisites, including participation in our benefit plans, an annual bonus, performance bonuses and participation in the Equity Incentive Plan and other equity plans in effect from time to time.

Groesbeck’s employment is terminated by us with “cause” or by Mr.

Groesbeck without “good reason” (as such terms are defined in the agreement), we will pay Mr.

Groesbeck any accrued but unpaid base salary, accrued but unused vacation and any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of termination, except in the event Mr.

Groesbeck’s employment is terminated by us for cause in which case any such accrued but unpaid annual bonus shall be forfeited.

Groesbeck’s employment is terminated by us without cause or by Mr.

Groesbeck for good reason, including upon the change of control of the Company, we will, for the duration of the remaining term of the agreement, continue to pay Mr.

Groesbeck his base salary and continue to provide him with health care benefits at a substantially similar level to the benefits provided to him while he was employed by us.

In addition, Mr.

Groesbeck shall be paid any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of termination and all outstanding equity incentive awards granted to him would fully vest on the date of such termination of employment.

The employment agreement also provides for, among other things, confidentiality, non-solicitation and non-competition covenants in favor of the Company.

The non-solicitation and non-competition covenants apply during the term of employment and for 12 months following resignation or the termination of Mr.

Groesbeck’s employment.

In March 2021, we entered into an amendment to the employment agreement with Mr.

Groesbeck extending the term through December 31, 2025.

In June 2018, we entered into an employment agreement with Dennis Logan, our Chief Financial Officer, which agreement was amended in January 2019, for an initial term of five years.

The amended agreement provides for payment of an annual base salary to Mr.

Logan, which for the fiscal year ended December 31, 2024, was USD$300,000 (subject to any further increases as may be approved by the Compensation Committee).

Logan is also entitled to receive other benefits and perquisites, including participation in our benefit plans, an annual bonus, performance bonuses and participation in the Equity Incentive Plan and other equity plans in effect from time to time.

Logan’s employment is terminated by us with “cause” or by Mr.

Logan without “good reason” (as such terms are defined in the agreement), we will pay Mr.

Logan any accrued but unpaid base salary, accrued but unused vacation and any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of termination, except in the event Mr.

Logan’s employment is terminated by us for cause in which case any such accrued but unpaid annual bonus shall be forfeited.

Logan’s employment is terminated by us without cause or by Mr.

Logan for good reason, including upon the change of control of the Company, we will, for a period of 18 months from the date of termination, continue to pay Mr.

Logan his base salary and continue to provide him with health care benefits at a substantially similar level to the benefits provided to him while he was employed by us.

In addition, Mr.

Logan shall be paid any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of termination and all outstanding equity incentive awards granted to him would fully vest on the date of such termination of employment.

The employment agreement also provides for, among other things, confidentiality, non-solicitation and non-competition covenants in favor of the Company.

The non-solicitation and non-competition covenants apply during the term of employment and for 12 months following resignation or the termination of Mr.

Logan’s employment.

In February 2024, we entered into an employment agreement with Lee Fraser, our Chief Administrative Officer, for an initial term through December 31, 2025.

The agreement provides for payment of an annual base salary to Mr.

Fraser, which, beginning with the fiscal year ended December 31, 2024, will be USD$300,000 (subject to any further increases as may be approved by the Compensation Committee).

Fraser is also entitled to receive other benefits and perquisites, including participation in our benefit plans, an annual bonus, performance bonuses and participation in the Equity Incentive Plan and other equity plans in effect from time to time.

Fraser’s employment is terminated by us with “cause” or by Mr.

Fraser without “good reason” (as such terms are defined in the agreement), we will pay Mr.

Fraser any accrued but unpaid base salary, accrued but unused vacation and any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of termination, except in the event Mr.

Fraser’s employment is terminated by us for cause in which case any such accrued but unpaid annual bonus shall be forfeited.

Fraser’s employment is terminated by us without cause or by Mr.

Fraser for good reason, including upon the change of control of the Company, we will, for the duration of the remaining term of the agreement, continue to pay Mr.

Fraser his base salary and continue to provide him with health care benefits at a substantially similar level to the benefits provided to him while he was employed by us.

In addition, Mr.

Fraser shall be paid any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of termination and all outstanding equity incentive awards granted to him would remain outstanding and would vest or be forfeited in accordance with the terms of the applicable award agreements.

The employment agreement also provides for, among other things, confidentiality, non-solicitation and non-competition covenants in favor of the Company.

The non-solicitation and non-competition covenants apply during the term of employment and for 12 months following resignation or the termination of Mr.

Fraser’s employment.

In June 2018, we entered into an employment agreement with Chris Wren, our Vice President of Operations, for an initial term of five years.

The agreement provides for payment of an annual base salary to Mr.

Wren, which for the fiscal year ended December 31, 2024, was USD$415,000 (subject to any further increases as may be approved by the Compensation Committee).

Wren is also entitled to receive other benefits and perquisites, including participation in our benefit plans, an annual bonus, performance bonuses and participation in the Equity Incentive Plan and other equity plans in effect from time to time.

Wren’s employment is terminated by us with “cause” or by Mr.

Wren without “good reason” (as such terms are defined in the agreement), we will pay Mr.

Wren any accrued but unpaid base salary, accrued but unused vacation and any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of termination, except in the event Mr.

Wren’s employment is terminated by us for cause in which case any such accrued but unpaid annual bonus shall be forfeited.

Wren’s employment is terminated by us without cause or by Mr.

Wren for good reason, including upon the change of control of the Company, we will, for the duration of the remaining term of the agreement, continue to pay Mr.

Wren his base salary and continue to provide him with health care benefits at a substantially similar level to the benefits provided to him while he was employed by us.

In addition, Mr.

Wren shall be paid any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of termination and all outstanding equity incentive awards granted to him would fully vest on the date of such termination of employment.

The employment agreement also provides for, among other things, confidentiality, non-solicitation and non-competition covenants in favor of the Company.

The non-solicitation and non-competition covenants apply during the term of employment and for 12 months following resignation or the termination of Mr.

Wren’s employment.

In March 2021, we entered into an amendment to the employment agreement with Mr.

Wren extending the term through December 31, 2025.

Director Compensation Table

We do not provide separate or additional compensation to directors who are also executives in connection with their services as a director.

We adopted a director compensation plan effective January 1, 2021 which provides for the payment of annual base fees to non-employee directors of $100,000 each that is payable quarterly in arears.

Other than as set out in the table below and prior to January 1, 2021, no non-employee director has received compensation pursuant to:

any standard arrangement for the compensation of directors for their services in their capacity as directors, including any additional amounts payable for committee participation or special assignments;

any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of directors in their capacity as directors; or

any arrangement for the compensation of directors for services as consultants or experts.

The following table sets forth all compensation paid to or earned, or recognized as an expense in accordance ASC Topic 718, by each non-employee director during our fiscal year ended December 31, 2024.

All amounts are expressed in US Dollars:

Fees earned or paid in

Option awards

Non-equity incentive plan compensation

Non qualified deferred compensation earnings

All other compensation

Adrienne O’Neal

1 Amounts were paid to Mr.

Fraser while he was an independent director

Compensation Committee Interlocks and Insider Participation

During 2024, our Compensation Committee members were Adrienne O’Neal (Chair) and Kevin Martin, neither of whom currently is, or formerly was, an officer or employee of the Company.

None of our executive officers served as a member of the Board or Compensation Committee of any other company that had one or more executive officers serving as a member of our board of directors or Compensation Committee.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth the beneficial ownership of our voting securities as of March 26, 2025, for (i) each member of the Board, (ii) each named executive officer (as defined herein), (iii) each person known to us to be the beneficial owner of more than 5% of our voting securities and (iv) the members of the Board and our executive officers as a group.

Beneficial ownership is determined according to the rules of the SEC.

Generally, a person has beneficial ownership of a security if the person possesses sole or shared voting or dispositive power of that security, including any securities that a person has the right to acquire beneficial ownership within 60 days.

Except as indicated, all shares of our securities will be owned directly, and the person or entity listed as the beneficial owner has sole voting and dispositive power.

The percentage ownership in the below table is based on 325,163,800 shares of Common Stock outstanding as of March 26, 2025.

To our knowledge, except as noted below, no person or entity is the beneficial owner of more than 5% of the Common Stock.

The address for each director and executive officer is c/o Planet 13 Holdings Inc., 2548 West Desert Inn Road, Suite 100, Las Vegas, Nevada 89109.

Right to Acquire

Percent of Total

Name of Beneficial Owner

Beneficially Owned

Within 60 Days(5)

Larry Scheffler

Robert Groesbeck

Adrienne O’Neal

All directors and executive officers as a group (9 persons)

* Less than one percent

Scheffler’s beneficial ownership includes 562,500 shares of Common Stock owned by the Scheffler Family Limited Partnership (the “ Partnership ”) and 5,000,000 shares of Common Stock owned by Thirteen, LLC (“ Thirteen ”) and 33,016,470 shares of Common Stock owned by Scheffler RX LLC.

Subject to the clarification in Footnote 5 to this table below, Mr.

Scheffler has the sole voting power over 1,328,164 shares of Common Stock, shared voting power over 38,578,970 shares of Common Stock, sole dispositive power over 1,328,164 shares of Common Stock and shared dispositive power over 38,578,970 shares of Common Stock.

Groesbeck’s beneficial ownership includes 30,413,176 shares of Common Stock owned by RAG Holdings LLC (“ RAG ”) and 7,603,294 shares of Common Stock owned by PRMN Investments, LLC (“ PRMN ”).

Subject to the clarification in Footnote 5 to this table below, Mr.

Groesbeck has the sole voting power over 1,083,720 shares of Common Stock, shared voting power over 38,016,470 shares of Common Stock, sole dispositive power over 1,083,720 shares of Common Stock and shared dispositive power over 38,016,470 shares of Common Stock.

Beneficial ownership includes 56,887 shares of Common Stock owned through his registered retirement savings plan.

Subject to the clarification in Footnote 5 to this table below, Mr.

Logan has the sole voting power over 336,549 shares of Common Stock, shared voting power over no Common Stock, sole dispositive power over 336,549 shares of Common Stock and shared dispositive power over no Common Stock.

Beneficial ownership includes 3,705,700 shares of Common Stock owned by 4 Degrees Higher LLC (“ 4 Degrees ”).

4 Degrees is an entity owned and controlled by Mr.

Subject to the clarification in Footnote 5 to this table below, Mr.

Wren has the sole voting power over 461,350 shares of Common Stock, shared voting power over 3,705,700 shares of Common Stock, sole dispositive power over 461,350 shares of Common Stock and shared dispositive power over 3,705,700 shares of Common Stock.

The number of shares beneficially owned includes these amounts of unissued shares relating to RSU awards that vested on December 31, 2024.

Equity Compensation Plans

The shareholders and the Board approved the Planet 13 Holdings Inc.

2023 Equity Incentive Plan on September 15, 2023, the date of the Company's domestication in the State of Nevada (“

2023 Equity Incentive Plan ”).

The 2023 Equity Incentive Plan is the successor to and continuation of the Compensation Plans (also known as “

Prior Plans ”).

As of September 15, 2023, (a) no additional awards may be granted under the Prior Plans, and (b) all outstanding awards granted under the Prior Plans will remain subject to the terms of the Prior Plans.

All Awards granted under the 2023 Equity Incentive Plan will be subject to the terms of the 2023 Equity Incentive Plan.

The 2023 Equity Incentive Plan is intended to promote the interests of the Company and its shareholders by aiding us in attracting and retaining persons capable of assuring our future success, to offer such persons incentives to put forth maximum efforts for the success of our business and to compensate such persons through various stock based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with our shareholders.

Eligible participants under the 2023 Equity Incentive Plan include non-employee directors, officers (including the named executive officers), employees, consultants and advisors of the Company and its subsidiaries.

No more than 22,000,000 shares of Common Stock may be issued in the aggregate pursuant to the exercise of Incentive Stock Options under the 2023 Equity Incentive Plan and all other security based compensation arrangements of the Company, including the Prior Plans.

As of December 31, 2024:

(i) options to purchase an aggregate of 603,125 shares of Common Stock were outstanding, representing approximately 0.25% of the issued and outstanding shares of Common Stock on such date; (ii) Restricted Share Units to acquire an aggregate of 1,122,429 shares of Common Stock were outstanding, representing approximately 0.46% of the issued and outstanding shares of Common Stock on such date, for a total of 1,725,553 shares of Common Stock issuable pursuant to outstanding awards.

As a result, Stock Options/ Restricted Share Units under our equity compensation plans to purchase/receive a total of 20,073,139 shares of Common Stock, representing approximately 7.75% of the total issued and outstanding shares of Common Stock, were available for grant as of December 31, 2024.

The following table provides information regarding compensation plans , previously approved by shareholders , under which securities of the Company are authorized for issuance in effect as of December 31, 2024:

securities to be

average exercise

available for

future issuance

Plan Category

2018 Stock Option Plan

2018 Amended and Restated Share Unit Plan

2023 Equity Incentive Plan

Certain Relationships and Related Transactions, and Director Independence.

Transactions with Related Persons

The following is a description of each transaction since January 1, 2023, and each currently proposed transaction in which:

we have been or are to be a participant;

the amounts involved exceeded or will exceed the lesser of $120,000 or 1% of the average of the Company’s total assets at year end for the last two completed fiscal years; and

any of our directors, executive officers or holders of more than 5% of our capital stock, or an affiliate or immediate family member of the foregoing persons, had or will have a direct or indirect material interest.

Other than as described below, there have not been, nor are there any currently proposed, transactions or series of similar transactions to which we have been or will be a party other than compensation arrangements, which are described where required under the section entitled “Executive Compensation” and “Director Compensation Table.”

Office Space Sublease and Storage Space

The Company is the sub-lessee of approximately 2,000 square feet of office space and purchases certain printed marketing collateral and stationery items from a company that was owned by one of the Company’s Co-CEOs, Larry Scheffler, until March 15, 2022.

Amounts paid for rent for each of the years ended December 31, 2024 and 2023 to the related party was $0 and $6,010, respectively.

Amounts paid for printed marketing collateral and stationery items to the related party were $0 and $183,914 for the years ended December 31, 2024 and 2023, respectively.

The Company previously leased a cultivation facility from an entity owned by the Company’s Co-CEOs.

Rent paid for this facility for the years ended December 31, 2024 and 2023 was $nil and $301,894, respectively.

On April 30, 2021, the Company’s Co-CEOs sold this building to an arm’s length third party who assumed the lease.

A company that was owned by one of the Company’s Co-CEOs, Larry Scheffler, until March 15, 2022 pays the Company for storage space.

Amounts paid to the Company for storage space were $0 and $5,968 for the years ended December 31, 2024 and 2023, respectively, and is recorded in Other Income.

As of December 31, 2024 and 2023, respectively, no amounts were due to or from related persons.

Related Person Transaction Policy

We have adopted a written related person transactions policy that provides that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our voting securities, and any members of the immediate family of the foregoing persons, are not permitted to enter into a material related person transaction with us without the review and approval of our Audit Committee.

The policy provides that any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of our common stock or with any of their immediate family members or affiliates in which the amount involved exceeds $120,000 will be presented to our Audit Committee for review, consideration and approval, subject to exceptions for certain transaction for which there is standing pre-approval as described in the policy, including for employment of executive officers and director compensation.

In approving or rejecting any such proposal, our Audit Committee shall take into account, among other factors it deems appropriate, (i) whether the transaction was undertaken in our ordinary course of business, (ii) whether the transaction was initiated by us, a subsidiary of us, or the related person, (iii) whether the transaction is proposed to be, or was, entered into on terms no less favorable to us than terms that could have been reached with an unrelated third party, (iv) the purpose of, and the potential benefits to us of, the transaction, (v) the approximate dollar value of the amount involved in the transaction, particularly as it relates to the related person, (vi) the related person’s interest in the transaction and (vii) any other information regarding the transaction or the related person that would be material to investors in light of the circumstances of the particular transaction.

Director Independence

Although the Common Stock is not listed on any U.S.

national securities exchange, we use the definition of “independence” of Nasdaq to make the independence determination of our directors.

Our board of directors is composed of two “independent directors” as defined under the rules of Nasdaq (“ Nasdaq Rules ”).

Nasdaq Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Nasdaq Rule 5605(a)(2) provides that a director cannot be considered independent if:

the director is, or at any time during the past three (3) years was, an employee of the company;

the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of twelve (12) consecutive months within the three (3) years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service);

the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions);

the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three (3) years, any of the executive officers of the company served on the compensation committee of such other entity; or

the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three (3) years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Under such definitions, Adrienne O’Neal and Kevin Martin are each independent directors.

O’Neal and Mr.

Martin are also considered independent and meet the other requirements under Nasdaq Rule 5605(c)(A)(2)(i), (ii), (iii) and (iv) applicable to audit committee members and under Nasdaq Rule 5605(2)(A) applicable to compensation committee members.

We also meet the director independence requirements for our listing with the OTCQX Best Market, being a minimum of two independent directors and a majority of the audit committee being comprised of independent directors.

However, our shares are not currently quoted or listed on any U.S.

national exchange or interdealer quotation system that has a requirement that a majority of our Board be independent.

Code of Ethics

We have adopted the Code of Business Conduct and Ethics of Planet 13 Holdings Inc.

(the “ Code of Ethics ”) to assist all directors, officers, employees, and where practical key consultants of the Company and its subsidiaries to maintain the highest standards of ethical conduct in business affairs.

A copy of the Code of Ethics can be found in the Governance Documents section of our website at https://investors.planet13.com/governance/governance-documents/default.aspx .

We intend to satisfy the disclosure requirements of the SEC regarding amendments to, or waivers from, the Code of Ethics, by posting such information on the same website.

We will provide a written copy of the Code of Ethics to anyone without charge, upon request written to Planet 13 Holdings Inc., Attention:

Corporate Secretary, 2548 West Desert Inn Road, Suite 100, Las Vegas, Nevada, 89109, (702) 815-1313.

Principal Accounting Fees and Services.

The following table provides information regarding the fees billed to us by Davidson & Company LLP in the fiscal years ended December 31, 2024, and December 31, 2023:

The following table provides information regarding the fees billed to us by Davidson & Company LLP for audit, Kral Ussery LLC for internal audit, Friedman Group CPA group for other audit and compilation services, and Baker Tilly US, LLP for tax services, in the fiscal years ended December 31, 2025, and December 31, 2024:

For the fiscal years ended

2 unchanged sentences

Audit Fees consist of audit of annual financial statements and review of financial statements.

Audit Related Fees consist of the review and consents associated with prospectus offerings.

Audit Related Fees consist of the review and consents associated with prospectus offerings, internal audit and other audit and compilation services.

Tax Fees consist of preparation fees associated with preparing Corporate federal income tax returns.

132 unchanged sentences

(Principal Executive Officer)

/s/ Dennis Logan

Chief Financial Officer

/s/ Steve McLean

Interim Chief Financial Officer

March 25, 2026

(Principal Financial and Accounting Officer)

/s/ Lee Fraser

Chief Administrative Officer

March 26, 2025

/s/ David Loop

51 unchanged sentences

18,138,394 22,821,994

Asset held for sale

Other Receivables

Prepaid Expenses and Other Current Assets

32 unchanged sentences

Uncertain Tax Positions

33,041,402 19,321,475

Deferred Tax Liability

17 unchanged sentences

Revenues, net of discounts

$ 103,378,829 $ 116,408,966

Cost of Goods Sold

( 63,506,121 ) ( 60,298,520 )

39,872,708 56,110,446

General and Administrative

51,624,055 51,171,892

Sales and Marketing

5,457,591 5,805,721

Lease Expense

5,186,280 4,511,997

Impairment loss

29,844,227 21,275,942

Depreciation and Amortization

7,048,237 8,860,921

Total Expenses

99,160,390 91,626,473

Loss From Operations

( 59,287,682 ) ( 35,516,027 )

Other Income (Expense):

Interest income (expense), net

( 476,721 ) ( 333,082 )

Foreign exchange gain (loss)

Change in fair value of warrant liability

Provision for stolen funds

( 3,113 ) ( 14,942 )

Other Income, net

7,487,533 257,438

Total Other Income (Expense)

7,007,699 ( 90,586 )

Loss Before Provision for Income Taxes

( 52,279,983 ) ( 35,606,613 )

Provision For Income Taxes

Current Tax expense

( 13,721,212 ) ( 14,210,082 )

Deferred Tax recovery (expense)

2,077,500 2,019,839

( 11,643,712 ) ( 12,190,243 )

Net Loss and Comprehensive Loss

$ ( 63,923,695 ) $ ( 47,796,856 )

Loss per Share

Basic and diluted loss per share

$ ( 0.20 ) $ ( 0.16 )

Weighted Average Number of Shares of Common Stock

Basic and diluted

325,338,047 292,166,589

The accompanying notes are an integral part of these consolidated financial statements.

8 unchanged sentences

Share based Compensation - RSUs

Share based Compensation - RSUs - Taxes Paid in Lieu of Share Issuance

Shares Issued on Settlement of RSUs

Shares Issued on Exercise of Purchase Option-Illinois License

Shares Issued on SDC Settlement

Net Loss for the Year

Balance, December 31, 2023

- - 180,308 - 180,308

Share based Compensation - RSUs

Share based Compensation - RSUs - Taxes Paid in Lieu of Share Issuance

- - ( 45,833 ) - ( 45,833 )

Shares Issued on Settlement of RSUs

1,224,278 - - - -

Proceeds from public offering

18,750,000 18,750,000 11,250,000 - 11,250,000

Share issuance costs

- - ( 1,387,793 ) - ( 1,387,793 )

Shares Issued in VidaCann acquisition

80,564,554 - 42,123,314 - 42,123,314

Finder shares issued in connection with VidaCann acquisition

1,307,698 - 750,000 - 750,000

Net Loss for the Year

- - - ( 47,796,856 ) ( 47,796,856 )

Balance, December 31, 2024

325,163,800 18,750,000 $ 368,821,339 $ ( 256,107,418 ) $ 112,713,921

Share based Compensation - RSUs

- - 2,336,487 - 2,336,487

Shares Issued on Settlement of RSUs

507,000 - - - -

Net Loss for the Year

- - - ( 63,923,695 ) ( 63,923,695 )

Balance, December 31, 2025

325,670,800 18,750,000 $ 371,157,826 $ ( 320,031,113 ) $ 51,126,713

The accompanying notes are an integral part of these consolidated financial statements.

5 unchanged sentences

CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

$ ( 63,923,695 ) $ ( 47,796,856 )

Adjustments for items not involving cash:

Share based compensation

2,336,487 180,308

Non-cash lease expense

Change in fair value of warrant liability

1,993,170 2,047,680

11,399,254 13,414,690

Deferred tax recovery

( 1,175,371 ) ( 1,829,352 )

Lease incentive amortization

( 9,524 ) ( 109,109 )

Loss on impairment of fixed assets

17,580,525 11,885,063

Loss on impairment of ROU assets

6,403,703 3,239,536

Loss on impairment of intangible assets

5,860,000 6,151,343

Loss on disposal of intangible assets

Loss on disposal of property and equipment

1,655,818 78,563

Loss on disposal of assets held for sale

Gain on settlement of note

( 1,255,677 ) -

Loss on reserve for slow moving inventory

Gain on early ROU lease termination

( 2,630,443 ) -

Recovery of property in legal settlement

( 4,588,328 ) -

Amortization of note payable discount

Finders shares issued in VidaCann acquisition

Shares issued for SDC settlement

( 21,760,204 ) ( 11,226,043 )

Net Changes in Non-cash Working Capital Items

8,991,223 17,469,125

Repayment of lease liabilities

( 1,422,907 ) ( 1,032,183 )

Total Operating

( 14,191,888 ) 5,210,899

FINANCING ACTIVITIES

3 unchanged sentences

VidaCann Acquisition-Cash Component

- ( 4,000,000 )

Repayment of Lafayette State Bank Note

( 2,947,632 ) -

Draw from revolving line of credit

Payment of Promissory Note to former VidaCann Shareholders

( 5,000,000 ) -

Total Financing

1,802,368 6,728,089

INVESTING ACTIVITIES

Purchase of property, plant and equipment

( 6,571,865 ) ( 12,044,412 )

Proceeds from sale of fixed assets

Purchase of licenses

2,280,846 21,000

Proceeds from sale of assets held for sale

Proceeds from sale of licenses

Total Investing

2,529,474 ( 3,785,503 )

NET CHANGE IN CASH DURING THE YEAR

( 9,860,046 ) 8,153,485

CASH AND RESTRICTED CASH

Beginning of Year

25,435,077 17,281,592

$ 15,575,031 $ 25,435,077

Supplemental cash flow information (Note 16)

9 unchanged sentences

six Nevada licenses for cultivation ( three medical and three adult-use), six Nevada licenses for production ( three medical and three adult-use), three Nevada dispensary licenses ( one medical and two adult-use), two Nevada licenses for distribution ( one active, one conditional), one medical and adult-use dispensary license in California, two distribution licenses in California, one event organizer license in California, one medium indoor cultivation license in California, one non-volatile manufacturing license in California, one Medical Marijuana Treatment Center license in Florida (unlimited medical dispensaries, cultivation and processing) and one adult-use dispensary license in Illinois.

As of December 31, 2025 all California operations have been sold, with the various cannabis license transfers awaiting final regulatory approval, which is expected in the first quarter of 2026.

P13 is a public company which is listed on the Canadian Securities Exchange (“CSE”) under the symbol PLTH and on the OTCQX exchange under the symbol “PLNH”.

62 unchanged sentences

100 % 100 % Holding company

Planet 13 Florida, Inc.

0 % 100 % Florida license holding company

Planet 13 Real Prop LLC

100 % N/A Holding company

100 % 100 % Holding company

Planet 13 Lifestyles LLC

4 unchanged sentences

100 % 100 % Intellectual property holding company

Estate of Las Palmas LLC

California, USA

100 % 0 % Real estate holdings company

Club One Three, LLC

100 % N/A Inactive

100 % 100 % Inactive

ii) Functional currency

15 unchanged sentences

Significant accounting policies

Cash is comprised of cash deposits in financial institutions plus cash held at its retail locations, other deposits that are readily convertible to cash, as well as any restricted cash.

Cash is comprised of cash deposits in financial institutions plus cash held at its retail locations, other deposits that are readily convertible to cash, as well as restricted cash.

Restricted Cash

Restricted cash is comprised of $ 2,050,584 in funds held by the Orange County, Sheriff's Office in the matter described in Note 21.

The Restricted cash balance was $ 10,250,000 as of December 31, 2025, associated with a cash secured revolving line of credit (see Note 9, below), and $ 2,050,584 as of December 31, 2024, comprised of funds held by the Orange County, Sheriff's Office in the matter described in Note 21.

(b) Inventory

85 unchanged sentences

Where fully vested, non-forfeitable equity instruments are granted to parties other than employees in exchange for notes or financing receivable, the note or receivable is presented in additional paid-in capital on the balance sheets.

(h) Warrant liability

Warrants are accounted for in accordance with the authoritative accounting guidance in ASC Topic 815, Derivatives and Hedging – Contracts in Entity ’ s Own Equity (“ASC 815” ), as either derivative liabilities or as equity instruments depending on the specific terms of the warrant agreements.

Liability-classified instruments are recorded at fair value at each reporting period with any change in fair value recognized as a component of change in fair value of derivative liabilities in the consolidated statements of operations and comprehensive loss.

Transaction costs allocated to warrants that are presented as a liability are expensed immediately within other income (expense) in the consolidated statement of operations and comprehensive loss.

Refer to paragraph (n) below as well as Note 11 for a discussion on the change in the warrant liability value.

13 HOLDINGS INC.

27 unchanged sentences

Loyalty Points Reward Programs

In certain of its markets, the Company offers a loyalty reward program to its dispensary customers that allows its customers to earn discounts or free product rewards on future purchases.

The Company offers a loyalty reward program to its dispensary customers that allows its customers to earn discounts or free product rewards on future purchases.

Loyalty points are earned when a qualifying purchase is made.

77 unchanged sentences

The carrying value of the Company’s cash, restricted cash, accounts receivable, deposits, accounts payable, accrued expenses, and notes payable approximate their fair value due to their short-term nature.

Warrant liability is measured based on level 1 inputs (Note 11 ).

The Company's prepaid expenses and other current assets, long lived assets, including property, plant and equipment, intangible assets and goodwill are measured at fair value when there is an indicator of impairment and are recorded at fair value only when an impairment charge is recognized.

51 unchanged sentences

The fair value measurements for the asset group fair values represent Level 3 measurements.

During the year ended December 31, 2025 the Company recorded a full impairment charge of $ 12,422,802 associated with property, plant and equipment, and ROU assets for its Las Vegas, Nevada cultivation facility as the fair value of these assets based on management's expected future cash flows equal $ 0 .

During the year ended December 31, 2025 the Company recorded an impairment charge of $ 17,421,425 associated with property, plant and equipment, and the cultivation license for its Coalinga, California cultivation facility as the fair value of these assets based on management's expected future cash flows equaled $ 3,000,000 , which was reclassified to assets held for sale.

During the year ended December 31, 2024 the Company recorded a full impairment charge of $ 17,118,954 associated with property, plant and equipment, ROU assets and the retail license for its Orange County, California dispensary as the fair value of these assets based on management's expected future cash flows equal $ 0 .

3 unchanged sentences

The fair value of these assets was determined to be $ 400,000 based on management's expected future cash flows.

During the year ended December 31, 2023 the Company recorded an impairment charge of $ 46,846,866 associated with a Florida license as the carrying value exceeded the fair value by that amount.

Deferred tax assets and uncertain tax positions

26 unchanged sentences

(r) Accounting standards update

ASU 2023 - 07 In November 2023, the FASB issued ASU No.

2023 - 07, “Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures”.

The amendments in the ASU require disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources.

ASU 2023 - 07 is effective for fiscal years beginning after December 15, 2023, with early adoption allowed.

The Company adopted this guidance as of January 1, 2024, and the adoption did not have a material impact on our consolidated financial statements.

Refer to the "Reportable Segment Information," above in this Note 3, Summary of Significant Accounting Policies.

(s) Sale-leaseback transactions

From time to time, the Company may enter into sale-leaseback transactions to finance certain property acquisitions and capital expenditures, pursuant to which the Company sells the property to a third party and agrees to lease the property back for a certain period of time.

To determine whether the transfer of the property should be accounted for as a sale, the Company evaluates whether it has transferred control to the third party in accordance with the revenue recognition guidance set forth in ASC 606.

If the transfer of the asset is deemed to be a sale at market terms, the Company recognizes the transaction price for the sale based on the cash proceeds received, derecognizes the carrying amount of the underlying asset and recognizes a gain or loss in the consolidated statements of operations and comprehensive loss for any difference between the carrying value of the asset and the transaction price.

The Company then accounts for the leaseback in accordance with its lease accounting policy.

In December 2025, the FASB issued ASU 2025 - 11, Interim Reporting (Topic 270 ):

Narrow-Scope Improvements (“ASU 2025 - 11” ).

ASU 2025 - 11 makes targeted, narrow-scope improvements to the interim reporting guidance in ASC 270 to clarify the timing and consistency of recognition and measurement in quarterly financial statements.

The amendments address specific areas where existing guidance led to uncertainty about whether certain costs, adjustments or changes in estimates should be recognized in an interim period or allocated over an annual period.

The amendments in ASU 2025 - 11 do not introduce new accounting concepts but improves consistency, reduces diversity in practice and enhances comparability across interim reporting periods.

ASU 2025 - 11 is effective for fiscal years beginning after December 15, 2027, including interim reporting periods within those fiscal years, and can be applied on either a prospective or modified retrospective basis.

Early adoption is permitted.

The Company does not anticipate ASU 2025 - 11 will have a material impact on its consolidated financial statements upon adoption.

In September 2025, the FASB issued ASU 2025 - 07, Derivatives and Hedging (Topic 815 ) and Revenue from Contracts with Customers (Topic 606 ):

Scope Refinements (“ASU 2025 - 07” ).

ASU 2025 - 07 was issued to clarify the application of derivative accounting to certain contracts and refine the guidance for share-based noncash consideration received from customers.

The amendments introduce a scope exception for contracts that are not exchange-traded and whose underlying is tied to operations or activities specific to one party.

Additionally, ASU 2025 - 07 clarifies that share-based noncash consideration from a customer should initially be accounted for under Topic 606 until the right to receive or retain such consideration becomes unconditional, at which point financial instruments guidance may apply.

ASU 2025 - 07 is effective for fiscal years beginning after December 15, 2026, including interim reporting periods within those fiscal years, and can be applied on either a prospective or modified retrospective basis.

Early adoption is permitted.

The Company does not anticipate any impact of ASU 2025 - 07 to the Company and its consolidated financial statements upon adoption.

In September 2025, the FASB issued ASU 2025 - 06, Intangibles—Goodwill and Other—Internal-Use Software:

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025 - 06” ).

ASU 2025 - 06 was issued to modernize and clarify the accounting for internal-use software, addressing stakeholder concerns that the existing guidance was outdated and based on traditional waterfall development methods that no longer reflect current software development practices, including agile methodologies.

The amendments in ASU 2025 - 06 eliminate references to prescriptive “project stages” and introduce a clearer capitalization threshold, requiring capitalization of software costs once (i) management has authorized and committed funding to the project and (ii) it is probable the software will be completed and used as intended.

Entities must also assess whether significant uncertainty exists in the development process when applying this threshold.

ASU 2025 - 06 is effective for all entities for annual reporting periods beginning after December 15, 2027, and can be applied on a prospective, modified retrospective or retrospective basis.

Early adoption is permitted.

The Company is currently evaluating the potential impact of ASU 2025 - 06 to the Company and its consolidated financial statements upon adoption.

In August 2025, the FASB issued ASU 2025 - 05, Financial Instruments—Credit Losses:

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025 - 05” ).

ASU 2025 - 05 was issued to simplify and improve the measurement of credit losses for accounts receivable and contract assets.

The amendments in ASU 2025 - 05 respond to stakeholder concerns regarding the cost and complexity of applying the current expected credit loss model, particularly for assets collected shortly after the balance sheet date.

ASU 2025 - 05 introduces an optional practical expedient allowing all entities to assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset.

ASU 2025 - 05 is effective for annual reporting periods beginning after December 15, 2025, including interim reporting periods within those annual reporting periods, and must be applied prospectively.

Early adoption is permitted.

The Company is currently evaluating the potential impact of ASU 2025 - 05 to the Company and its consolidated financial statements upon adoption.

In May 2025, the FASB issued ASU 2025 - 04, Compensation—Stock Compensation and Revenue from Contracts with Customers (“ASU 2025 - 04” ).

ASU 2025 - 04 revises FASB’s Master Glossary definition of the term performance condition for share-based consideration payable to a customer.

The revised definition incorporates conditions (such as vesting conditions) that explicitly include volume or monetary amount of a customer’s purchases of goods or services from the grantor.

In addition, the amendments in ASU 2025 - 04, eliminate the policy election permitting a grantor to account for forfeitures as they occur;

and clarify that share-based consideration encompasses the same instruments as share-based payment arrangements, but the grantee does not need to be a supplier of goods or services to the grantor and clarify that a grantor is required to assess the probability that an award will vest using only the guidance in ASC 718, Compensation––Stock Compensation.

Revenue recognition will no longer be delayed when an entity grants awards that are not expected to vest.

ASU 2025 - 04 is effective for all entities for annual reporting periods, including interim reporting periods within those annual reporting periods, beginning after December 15, 2026 and can be applied on a modified retrospective or retrospective basis.

Early adoption is permitted.

The Company is currently evaluating the potential impact of ASU 2025 - 04 to the Company and its consolidated financial statements upon adoption.

As of December 31, 2025, the Company has no customer contracts or transactions within the scope of this amendment.

In May 2025, the FASB issued ASU 2025 - 03, Business Combinations and Consolidation:

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025 - 03” ).

ASU 2025 - 03 replaces the requirement that the primary beneficiary always is the acquirer with an assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer.

Upon adoption, in an acquisition transaction effected primarily by exchanging of equity interests when the legal acquiree is a VIE that meets the definition of a business, the Company will be required to consider the factors in paragraphs ASC 805 - 10 - 55 - 12 through 55 - 15 to determine if it is the accounting acquirer.

Specifically, under ASU 2025 - 03, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a VIE.

ASU 2025 - 03 is effective for all entities for annual reporting periods, including interim reporting periods within those annual reporting periods, beginning after December 15, 2026 and must be applied on a prospective basis.

Early adoption is permitted.

The Company is currently evaluating the potential impact of ASU 2025 - 03 to the Company and its consolidated financial statements upon adoption.

In January 2025, the FASB issued ASU 2025 - 01, Reporting Comprehensive Income - Expense Disaggregation Disclosures, which clarifies the effective dates of ASU 2024 - 03.

Following the issuance of Update 2024 - 03, the Board was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 ( referred to as non-calendar year-end entities).

Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in Update 2024 - 03 in an interim reporting period, rather than in an annual reporting period.

The Company's annual reporting ends December 31, so ASU 2025 - 01 has no impact on the Company or its consolidated financial statements.

13 HOLDINGS INC.

1 unchanged sentence

(in United States Dollars)

If the transfer of the asset is determined not to be a sale at market terms, the Company accounts for the transaction as a financing arrangement, and accordingly no asset sale is recognized.

The Company retains the historical costs of the property and the related accumulated depreciation on its books and continues to depreciate the property over the lesser of its remaining useful life or its initial lease term.

The asset is presented within property and equipment, net on the consolidated balance sheets.

All proceeds from these transactions are accounted for as finance obligations and presented as non-current obligations on the consolidated balance sheets.

A portion of the lease payments is recognized as a reduction of the financing obligation and a portion is recognized as interest expense based on an imputed interest rate.

(t) Asset held for sale

25 unchanged sentences

Security deposits

$ 122,839 $ 306,561

Advertising and Marketing

259,113 27,222

965,043 410,313

414,570 779,638

1,211,694 126,923

Miscellaneous

1,595,557 2,422,163

$ 4,568,816 $ 4,072,820

Property, plant and equipment

4 unchanged sentences

- 26,786 1,157,443 7,392,523 ( 8,576,752 ) -

Asset Impairments

( 625,146 ) ( 1,718,076 ) ( 1,321,587 ) ( 14,940,679 ) ( 2,398,087 ) ( 21,003,575 )

- - ( 93,206 ) - ( 62,960 ) ( 156,166 )

At December 31, 2024

2 unchanged sentences

- - 455,941 2,921,724 ( 3,377,665 ) -

Reclassified to Assets Held for Sale

( 3,000,000 ) ( 3,000,000 )

Asset Impairments

6 unchanged sentences

22,184 782,287 2,583,428 10,026,791 - 13,414,690

Asset Impairments

( 255,971 ) ( 374,751 ) ( 1,118,722 ) ( 7,369,068 ) - ( 9,118,512 )

Transfers & disposals

19 unchanged sentences

(in United States Dollars)

During the year ended December 31, 2024 the Company disposed of various equipment for proceeds of $ 21,000 ( 2023 - $ 64,878 ) with a net book value of $ 99,562 ( 2023 - $ 245,055 ) resulting in a net loss of $ 78,563 ( 2023 - net loss of $ 180,177 ).

During the year ended December 31, 2025 the Company disposed of various property and equipment for proceeds of $ 9,101,339 ( 2024 - $ 21,000 ) resulting in a net loss of $ 2,423,653 ( 2024 - net loss of $ 78,563 ).

During the year ended December 31, 2025 the Company recorded a full impairment charge of $ 6,609,590 associated with property, plant and equipment, for its Las Vegas, Nevada cultivation facility as the fair value of these assets based on management's expected future cash flows equal $ 0 .

During the year ended December 31, 2025 the Company recorded an impairment charge of $ 10,970,935 associated with property, plant and equipment, for its Coalinga, California cultivation facility as the fair value of these assets based on management's expected future cash flows equaled $ 3,000,000 .

These assets were reclassified as held for sale and subsequently sold for $ 2,734,319 resulting in a loss on sale of assets of $ 265,681 .

During the year ended December 31, 2024 the Company recorded a full impairment charge of $ 7,752,871 associated with property, plant and equipment, for its Orange County, California dispensary as the fair value of these assets based on management's expected future cash flows equal $ 0 .

4 unchanged sentences

Intangible assets and goodwill

Retail Dispensary

Cultivation and

Production Clark

Master License

Illinois License

Other Intangibles

License-VidaCann

carrying amount

Retail Dispensary Santa Ana Retail Dispensary Clark County Cultivation and Production Clark County Master License Florida Illinois License

Cultivation Coalinga CA Other Intangibles Florida MMTC License-VidaCann VidaCann Goodwill Other

Gross carrying amount

Balance, December 31, 2023

1 unchanged sentence

- - - - - - 9,000,000 30,661,477 - 39,661,477

Transfer to held for sale

- - - ( 9,000,000 ) - - - - - ( 9,000,000 )

Impairment loss

10 unchanged sentences

(in United States Dollars)

During the year ended December 31, 2024 the Company recorded a full impairment charge of $ 6,151,343 associated with the licenses, for its Orange County, California dispensary as the fair value of these licenses based on management's expected future cash flows are equal $ 0 .

During the year ended December 31, 2023 the Company recorded an impairment charge of $ 46,846,866 associated with the Florida MMTC license as the carrying value exceeded the fair value by that amount due to the planned sale of the license in 2025.

During the year ended December 31, 2025 the Company recorded a full impairment charge of $ 5,860,000 associated with the licenses, for its Coalinga, California cultivation facility as the fair value of these licenses based on management's expected future cash flows equal $ 0 .

VidaCann Acquisition

50 unchanged sentences

(in United States Dollars)

Acquisition of 51% Interest in Planet 13 Illinois

On February 7, 2023, the Company purchased the remaining 51 % ownership interest in Planet 13 Illinois from a third party pursuant to an option purchase agreement that was entered into between such third party and the Company on August 4, 2022.

The aggregate purchase price for the interest was $ 1,812,656 and consisted of $ 866,250 in cash consideration and $ 946,406 in share consideration.

The share consideration was comprised of 1,063,377 common shares of the Company at a fair value of C$1.18 (USD $ 0.89 ) per common share, which were issued on February 7, 2023.

Florida License

49 unchanged sentences

For the year ended December 31, 2025 the Company incurred $ 9,116,064 of operating lease costs ( 2024 - $ 7,773,169 ), of which $ 3,991,265 ( 2024 - $ 3,275,515 ) was allocated to cost of goods sold and inventory.

During the year ended December 31, 2025 the Company recorded a full impairment charge of $ 5,813,212 associated with ROU assets related to its Las Vegas, Nevada cultivation facility as the fair value of these assets based on management's expected future cash flows equal $ 0 .

During the year ended December 31, 2025 the Company recorded a full impairment charge of $ 590,491 associated with ROU assets related to a warehouse space in Coalinga, California as the fair value of these assets based on management's expected future cash flows equal $ 0 .

During the year ended December 31, 2024 the Company recorded a full impairment charge of $ 3,214,740 associated with ROU assets related to its Orange County, California dispensary as the fair value of these assets based on management's expected future cash flows equal $ 0 .

10 unchanged sentences

- 884,000 5.0 % (1)

5.0 % 12/1/2019

Promissory Note to Former VidaCann Shareholders, unsecured with interest accrued at 5.0%, maturity date April 1, 2025

7 unchanged sentences

15.0 % 5/6/2029

Revolving Line of Credit, cash secured with monthly interest paid at an annual rate of 5.65%

9,750,000 - 5.65 % (5)

5.65 % 6/30/2026

$ 10,984,353 $ 9,859,406

Less current portion

4 unchanged sentences

$ 10,984,353 $ 9,859,406

( 1 ) The Promisory note to former VidaCann Shareholders has a face value of $ 5,000,000 .

( 1 ) The Promisory note dated November 4, 2015 had a face value of $ 884,000 .

The Company settled with the note holder for a parcel of land secured by the note in exchange for cancellation of the note in full and relief of all accrued interest.

Total interest expense including accrued interest for the year ended December 31, 2025 equaled $ 0 ( 2024 - $ 44,200 ).

( 2 ) The Promisory note to former VidaCann Shareholders had a face value of $ 5,000,000 .

The Company determined a fair value of $ 4,632,129 at the May 9, 2024 acquisition date using a 15 % estimated borrowing rate.

Total interest expense including accrued interest and amortization of the note discount for the year ended December 31, 2025 equaled $ 213,182 ( 2024 - $ 378,662 ).

( 2 ) The Promisory note to Lafayette State Bank has a face value of $ 2,947,632 .

This note was paid in full on April 1, 2025.

( 3 ) The Promisory note to Lafayette State Bank had a face value of $ 2,947,632 .

The Company determined a fair value of $ 2,862,159 at the May 9, 2024 acquisition date using a 15 % estimated borrowing rate.

Total interest expense including paid and accrued interest and amortization of the note discount for the year ended December 31, 2025 equaled $ 84,327 ( 2024 - $ 260,658 ).

( 3 ) The Promisory note to VidaCann former managers has a face value of $ 1,500,000 .

This note was paid in full on February 11, 2025.

( 4 ) The Promisory note to VidaCann former managers had a face value of $ 1,500,000 .

The Company determined a fair value of $ 1,148,423 at the May 9, 2024 acquisition date using a 15 % estimated borrowing rate.

Total interest expense including paid interest and amortization of the note discount for the year ended December 31, 2025 equaled $ 169,119 ( 2024 - $ 98,339 ).

( 5 ) The Company entered into a cash secured line of credit up to $ 9,750,000 , effective June 13, 2024, with no other collateral securing the credit line (the "revolving line of credit").

The revolving line of credit contains no financial, or other incurrence-based covenants or no material maintenance covenants.

The revolving line of credit balance at December 31, 2025 equaled $ 9,750,000 ( 2024 - $ 0 ).

Total interest expense for the year ended December 31, 2025 equaled $ 434,442 ( 2024 - $ 0 ).

Share capital

4 unchanged sentences

507,000 1,224,278

Shares issued on exercise of purchase option (Note 7)

Shares issued on legal settlement

Shares issued on public offering

4 unchanged sentences

Shares issued for Restricted Share Units

During the year ended December 31, 2024 , 485,185 RSUs were awarded under the 2023 Equity incentive plan.

During the year ended December 31, 2025 , 23,930,635 restricted stock units ( "RSU" ) were awarded under the Planet 13 Holdings Inc 2023 Equity incentive plan (as amended from time to time, the "2023 Equity Plan" ).

507,000 of these RSUs vested and were issued, 1,780,931 RSUs were forfeited and cancelled.

The Company did not receive any cash proceeds on the settlement of the RSUs.

During the year ended December 31, 2024 , 485,185 RSUs were awarded under the 2023 Equity Plan.

185,185 of these RSUs vested (of which 83,333 RSUs were surrendered in exchange for tax withholding payments), 1,224,278 of vested RSUs were settled and no RSUs were cancelled.

The Company did not receive any cash proceeds on the settlement of the RSUs.

During the year ended December 31, 2023 , the Company issued 783,832 common shares on the settlement of RSUs that had vested during the period.

The Company did not receive any cash proceeds on the settlement.

13 HOLDINGS INC.

1 unchanged sentence

(in United States Dollars)

Shares issued on exercise of purchase option

On February 7, 2023, the Company acquired the 51 % ownership interest in Planet 13 Illinois LLC pursuant to an option agreement in exchange for cash consideration and the issuance of 1,063,377 shares of common stock of the Company (See Note 7 ).

Shares issued on legal settlement

On November 14, 2023, pursuant to a settlement agreement, the Company issued 1,000,000 shares of common stock and paid $ 300,000 in consideration for settlement of claims advanced by the SDC parties against Next Green Wave Holdings, Inc.

As a result of our acquisition of Next Green Wave Holdings Inc.

on March 2, 2022, the Company assumed all the liabilities of Next Green Wave Holdings.

The value of the shares at time of settlement were CAD$1.00 with an exchange rate of 0.7287 CAD to USD for a total value of $ 728,700 .

Shares issued on public offering

9 unchanged sentences

see note 7 above for details of the transaction.

The following table summarizes the fair value of the warrant liability at December 31, 2024 and 2023 :

Opening balance as at January 1

$ - ( 18,127 )

Foreign exchange

Change in fair value

Closing balance as at December 31

The warrant liability is adjusted to fair value on the date the warrants are exercised and at the end of each reporting period.

The amount that is reclassified to equity on the date of exercise is the fair value at that date.

The following table summarizes the number of warrants outstanding at December 31, 2025 and 2024 :

2 unchanged sentences

December 31, 2024

Weighted Average Exercise Price - CAD

Weighted Average Exercise Price - USD

Balance - beginning of year

1 unchanged sentence

- $ - 18,750,000 $ 0.77

- $ - ( 5,206,463 ) $ 8.88

Balance - end of year

8 unchanged sentences

Share based compensation

At the 2023 Annual General and Special Meeting, the shareholders of Planet 13 Holdings Inc., a British Columbia corporation (“ Planet 13 BC ”) voted to approve and adopt the Planet 13 Holdings Inc.

2023 Equity Incentive Plan (the “ 2023 Equity Plan ”), which was contingent upon the completion of the Domestication, and became effective on September 15, 2023.

At the 2023 Annual General and Special Meeting, the shareholders of Planet 13 voted to approve and adopt the 2023 Equity Plan, which was contingent upon the completion of the Company's domestication, and became effective on September 15, 2023.

As of September 15, 2023, the Company may not grant any new awards under the Planet 13 Holdings Inc.

2018 Stock Option Plan and Planet 13 Holdings Inc.

2018 Share Unit Plan (collectively, the “ Prior Plans ”), and the Prior Plans will continue to govern awards previously granted under them.

A total of 22,000,000 shares of Common Stock are available for grants under the 2023 Equity Plan and all other security based compensation arrangements of the Company, including the Prior Plans (the “ Total Share Reserve ”).

Any outstanding awards under the Prior Plans on the September 15, 2023 count towards the Total Share Reserve.

As of September 15, 2023, 1,926,861 awards issued under the Prior Plans remained outstanding and, as of December 31, 2024, a maximum number of 19,587,954 shares of Common Stock are available for issuance under the 2023 Equity Plan, subject to adjustment pursuant to the terms of the 2023 Equity Plan.

Terms of the grants, including vesting terms are at the sole discretion of the Compensation Committee.

2018 Share Unit Plan (collectively, the “Prior Plans” ), and the Prior Plans will continue to

govern awards previously granted under them.

On July 22, 2025, the Company authorized an additional 10,000,000 reserve shares for a total of 32,000,000 shares of Common Stock available for grants under the 2023 Equity Plan and all other security based compensation arrangements of the Company, including the Prior Plans (the “Total Share Reserve” ).

As of December 31, 2025, after taking into account the 23,930,635 RSUs granted in the year ended December 31, 2025, a maximum number of 5,657,319 shares of Common Stock are available for issuance under the 2023 Equity Plan, subject to adjustment pursuant to the terms of the 2023 Equity Plan.

(a) Stock options

14 unchanged sentences

$ 4.37 97,322 97,322 97,322 97,322

November 21, 2024

97,322 97,322 417,922 417,922

417,922 417,922 603,125 603,125

13 HOLDINGS INC.

2 unchanged sentences

The following assumptions were used to arrive at the value ascribed to the options issued using a Black Scholes Option Pricing model:

Share-based compensation expense attributable to employee options was $nil for the year ended December 31, 2024 .

The fair value of the replacement options issued during 2023 of $ 1,239,818 was recognized as part of the consideration paid related to the business combination of NGW.

Share-based compensation expense attributable to employee options was $nil for the year ended December 31, 2025 ( 2024 - $nil ).

The outstanding options have a weighted average CAD$ exercise price of:

29 unchanged sentences

During the year ended December 31, 2025

485,185 RSU's were granted, and 185,185 RSUs vested and were exercised, of which 83,333 were surrendered in exchange for payment of tax withholdings.

23,930,635 RSU's were granted, and 507,000 RSUs vested and were issued.

The Company did not receive any cash proceeds from the settlement of the RSUs.

During the year ended December 31, 2024 , no RSUs were forfeited.

During the year ended December 31, 2023

No RSUs were granted during the year ended December 31, 2023 .

The Company issued 783,832 common shares on the exercise of 783,832 RSUs during the year ended December 31, 2023.

In conjunction with exercise of these shares during the year ended December 31, 2023, 477,506 RSU shares were surrendered to the Company at a value of $ 267,529 in exchange for the Company remitting all withholding taxes resulting from the RSU exercise.

During the year ended December 31, 2025 , 1,780,931 RSUs were forfeited.

During the year ended December 31, 2024

485,185 RSU's were granted, and 185,185 RSUs vested and were issued, of which 83,333 were surrendered in exchange for payment of tax withholdings.

The Company did not receive any cash proceeds from the settlement of the RSUs.

During the year ended December 31, 2024 , no RSUs were forfeited.

Loss per share

36 unchanged sentences

588,639 1,853,657

Change in fair value of warrant liability

Expenses disallowed under IRC Section 280E

UTP Related to 208E

18,576,098 12,273,276

Share based compensation

Nondeductible penalties

489,813 154,155

Other permanent differences

7 unchanged sentences

UTP Penalties & Interests

2,548,718 545,937

Other adjustments

( 2,309,857 ) 87,931

Income tax expense (benefit)

22 unchanged sentences

Capital loss carry forward

11,109,075 11,109,075

Lease liabilities

3 unchanged sentences

COGS related Impairment

Florida License

1,177,959 370,419

Gross deferred tax assets

29 unchanged sentences

Additions based on tax position related to the current year 280E position

11,594,492 13,800,944

Additions based on tax position related to the prior year

Reduction based on lapse of statute of limitations

2,125,435 5,520,531

Balance at End of Year

33,041,402 19,321,475

A reconciliation of the beginning and ending amount of uncertain tax benefits is as follow:

1 unchanged sentence

Increase related to tax position in a prior period

Decrease related to tax position in a prior period

Increase relted to tax positions in the current period

11,594,492 13,800,944

Interest and penalties in income tax expense

Decrease related to tax position in the current period

2,125,435 545,937

Balance at End of Year

55,597,329 41,877,402

Deferred taxes arise from temporary differences in the recognition of certain expenses for tax and financial reporting purposes.

52 unchanged sentences

Uncertain Tax Positions

13,719,927 19,321,475

Income Taxes Payable

3 unchanged sentences

$ 7,101,374 $ 5,819,090

$ - $ 7,873,092

Non-cash Financing and Investing Activities

Reclassify license to asset held for sale

$ - $ 9,000,000

Shares issued in business combination

2 unchanged sentences

$ - $ 750,000

Shares Issued on Exercise of Purchase Option

PPE transferred to assets held for sale

$ 3,000,000 $ -

1 unchanged sentence

$ 2,400,057 $ 23,353,135

Early Termination of Operating Lease

Lease Terminations

$ 771,628 $ -

12 unchanged sentences

Payments for rent and associated costs related to the use of this property for the year ended December 31, 2025 equaled $ 3,421,058 ( 2024 - $ 1,208,531 ).

As part of the VidaCann acquisition on May 9, 2024, the Company acquired related party notes payable due to David Loop, one of the Company's board members and Mark Ascik, Co-President Florida Operations in the amounts of $ 750,000 each (see Note 9 ).

As part of the VidaCann acquisition on May 9, 2024, the Company acquired related party notes payable due to David Loop, one of the Company's board members and Mark Ascik, Former Co-President Florida Operations in the amounts of $ 750,000 each (see Note 9 ).

Payments for interest on the related party notes for the year ended December 31, 2025 totaled $ 112,500 combined ( 2024 - $ 75,206 ).

For the years ended December 31, 2024 and 2023 , no amounts were due to related parties.

Effective March 1, 2025, the Company entered into a 30 month lease agreement with PRMN Investments Ltd for a Florida apartment unit used primarily for executive travel in Florida for oversight of Florida operations.

PRMN Investments Ltd is primarily owned by Robert Groesbeck, the Company's Co-CEO.

The lease agreement was subsequently terminated in November 2025 upon mutual agreement.

Payments for rent and associated costs related to the use of this property for the year ended December 31, 2025 equaled $ 51,958 ( 2024 - $nil ).

Effective September 19, 2025, the Company entered into a three month consulting agreement with Off the House, LLC, an entity owned and operated by the stepson of Robert Groesbeck, the Company's Co-CEO.

After the initial three month period, the contract continues on a month to month basis.

Total contract payments for the year ended December 31, 2025 equaled $ 44,650 ( 2024 - $nil ).

On December 31, 2025, $ 5,935 was due to Off the House, LLC, no other amounts were due to related parties ( 2024 - $nil ).

Commitments and contingencies

(a) Construction Commitments

The Company had $ 786,490 of outstanding construction commitments as of December 31, 2024 ($ 3,140,447 - December 31, 2023) payable as construction is completed over an estimated six month period.

The Company had $ 383,494 of outstanding construction commitments as of December 31, 2025 ( 2024 - $ 786,490 ) payable as construction is completed over an estimated six month period.

(b) Contingencies

35 unchanged sentences

Concentration risk

The Company operates primarily in Southern Nevada, Southern California and Illinois.

The Company operates primarily in Southern Nevada, Southern California, Florida and Illinois.

Should economic conditions deteriorate within that region, its results of operations and financial position would be negatively impacted.

14 unchanged sentences

The Company’s exposure to a 10% change in the foreign exchange conversion rate at December 31, 2025 equals $nil.

Government Assistance Program

On March 18, 2020, the Families First Coronavirus Act was enacted (“ FFCRA ”).

On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“ CARES ”) was enacted.

Together, these acts created refundable payroll tax credits for paid sick leave, paid family leave and an employee retention credit.

The CARES Act was subsequently modified by the Taxpayer Certainty and Disaster Tax Relief Act of 2020, enacted December 27, 2020, which amended and extended the employee retention credit under the CARES Act for the first and second quarters of 2021.

The American Rescue Act of 2021 further modified and extended the CARES Act for the third and fourth quarters of 2021.

These acts provide for a refundable credit against certain employment taxes, including FICA, Medicare and deposits of employee payroll withholding taxes.

Income tax credits are not provided for under these acts.

The ERC credit, as modified by the foregoing, increased the available credit from 50 % of qualified wages of up $ 10,000 per quarter paid to an employee, or $ 5,000 per qualified employee per quarter, to 70 % of qualified wages of up to $ 10,000 per quarter, or $ 7,000 per qualified employee per quarter.

The Company qualifies for the ERC credit under the CARES Act, as modified.

On June 15, 2023, the Company’s wholly-owned subsidiary, MM Development Company, Inc., received and recorded payment from the Internal Revenue Service in the amount of $ 1,955,711 related to the ERC credit for the first quarter of 2021.

This amount is included in Other Income, Net on the Company’s Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2023.

The Company accounted for the ERC credit pursuant to the guidance established in ASC 450 - 30, Gain Contingencies.

Provision for stolen funds

As reported in a press release issued by the Company on November 17, 2023, on June 20, 2021, the Company engaged El Capitan Advisors, Inc.

(“ El Capitan ”), an investment advisor registered with the Securities and Exchange Commission (the “ SEC ”), for cash management services.

One of the Company’s accounts managed by El Capitan was held at Bridge Bank, a division of Western Alliance Bank (collectively “ WAB ”).

Pursuant to a dispute unrelated to the Company, Casa Verde Capital, L.P.

and Casa Verde Capital EF, L.P.

(collectively “ Casa Verde ”) obtained a $35.0 million default judgment against El Capitan, which is a portfolio company of Casa Verde.

Casa Verde then levied that judgment causing approximately $ 5.4 million of the Company’s funds held at WAB (the “ WAB Funds ”) and managed by El Capitan to be directed to the Orange County, California Sheriff’s Office (the “ Sheriff ’ s Office ”) on September 21, 2023.

The $5.4 million has been recorded as restricted cash as at December 31, 2023.

On or around October 24, 2023, the Company became aware of the levy against the WAB Funds and thereafter filed a third -party claim (the “ WAB Claim ”) of exemption asserting rightful ownership over the WAB Funds.

The Company has secured a partial settlement with Casa Verde for the release of $ 3.4 million of the WAB Funds, which the Company received on January 31, 2024.

The remaining approximately $ 2 million of the WAB Funds (the “ Remaining Levied Funds ”) is still in the possession of the Sheriff’s Office pending release to the Company, expected in late March 2025 ( see Note 22.

Subsequent events, below)

After filing the WAB Claim in November 2023, the Company also took immediate action to withdraw the remaining approximately $ 16.5 million that the Company held in two additional Company accounts managed by El Capitan (the “ Additional Funds ”).

El Capitan has refused to honor the Company’s further withdrawal requests with respect to the Additional Funds and at this time it is unclear whether the Additional Funds will be returned.

Based on discussions with El Capitan to secure the withdrawal of the Additional Funds and purported bank statements provided by El Capitan, the Company has reason to believe that the Additional Funds were misappropriated by El Capitan.

Potential Acquisition

On July 31, 2024, the Company announced that its wholly-owned subsidiary, MM Development Company Inc., entered into an asset purchase agreement to acquire all assets required to operate a 3,158 square foot dispensary located in Las Vegas, Nevada, including fixtures, cannabis and non-cannabis inventory and other items contained within the proposed building and a medical and recreational license from Exhale Brands Nevada LLC (“Exhale”).

Planet 13 agreed to pay $ 6.9 million plus the

value of the cannabis inventory on closing.

The payment was to be comprised of $ 4.0 million in cash payable at time of closing and $ 2.9 million (plus the value of the cannabis inventory at closing) payable in the form of a secured promissory note due a year from closing and secured by the assets being acquired.

The Company notified Exhale of the termination of the agreement in January 2025 and does not expect the acquisition to move forward.

Property Recovered in Settlement

On March 3, 2025 the Company announced significant recovery of funds related to El Capitan, including a settlement and recovery of $2.1 million of funds which were held at Bridge Bank, a division of Western Alliance Bank (collectively "WAB"), bringing the total recovery of funds held at WAB to $5.5 million.

Additionally, the Company, through a wholly-owned subsidiary, obtained real estate (the "Real Property") valued at approximately $5.0 million based on comparable sales, and carried on

the balance sheet at a net (after estimated costs to sell) value of $ 4.6 million.

On July 15, 2025, the Real Property was sold at a net value (after estimated costs to sell) of $ 4.1 million, resulting in a loss on sale of assets of $ 502,154 .

The recovery amount is also included in the Interim Condensed Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2025 in Other income, net and also in the Interim Condensed Consolidated Statements of Cash Flows for

the year ended December 31, 2025 in adjustments for items not involving cash, recovery of property in legal settlement.

13 HOLDINGS INC.

1 unchanged sentence

(in United States Dollars)

On January 22, 2024, the Company initiated a lawsuit in Santa Monica, California against El Capitan, El Capitan’s founder and Chief Executive Officer—Andrew Nash, Casa Verde, Casa Verde’s Managing Member—Karan Wadhera, and Jamie Nash, the spouse of Andrew Nash (collectively, the “ Defendants ”) seeking approximately $16.5 million in compensatory damages and other relief.

The Company alleges that each Defendant is liable for their involvement in a scheme to defraud the Company of funds managed by El Capitan in its capacity as the Company’s fiduciary.

The loss provision for the year ended December 31, 2024 was $nil ( 2023 - $ 2,000,000 ).

Subsequent events

On February 27, 2025, 51,525 stock options with an exercise price of $ 1.31 CAD per share expired unexercised.

On March 3, 2025, the Company announced significant recovery of funds related to the El Capitan matter.

This includes a settlement and recovery of US$2.1 million of funds which were held at BridgeBank, a division of Western Alliance Bank (collectively "WAB"), bringing the total recovery of funds held at WAB to US$5.5 million.

Additionally, the Company, through a wholly-owned subsidiary, will also obtain real estate (the "Real Property") valued at approximately US$5.0 million based on recent comparable sales, which it intends to sell.

In total the Company has recovered approximately $ 10.5 million, including the expected value from the sale of the Real Property.

This settlement does not conclude the Company’s lawsuit against El Capitan Advisors, Inc.

("El Capitan") and its founder and Chief Executive Officer, Andrew Nash, in which it is seeking approximately US$10.3 million, which is based on $ 15.3 million less the expected net proceeds Planet 13 receives from the sale of the Real Property, in additional compensatory damages and other relief.

On February 10, 2026 the Company received approval from the California Department of Cannabis Control to transfer licenses related to its Santa Ana dispensary and distribution facility, thereby allowing the Company to complete its exit from the California market.

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

What changed 10-K

Item 9A. Controls and Procedures