Glass House Brands Inc. has applied to list its subordinate voting shares on the New York Stock Exchange (NYSE) following a strategic restructuring of its business segments. The company executed a deconsolidation transaction to segregate its dual-use cannabis business from its medical cannabis operations, a step taken to support its listing application. This restructuring aims to position the company for uplisting while navigating regulatory constraints related to non-medical cannabis in the United States.

Deconsolidation Transaction Details

To facilitate the separation, Glass House Brands and its indirect wholly owned subsidiary, GHB Usub, LLC, entered into agreements to deconsolidate Glass House Retail, LLC (GHR). GHR now holds the company's former dual-use cannabis business, excluding certain assets requiring regulatory approval. These specific businesses will transfer to GHR automatically upon receipt of the necessary regulatory clearances.

Ownership Structure and Voting Rights

As a result of the transaction, GHB Usub, LLC holds non-voting and non-participating units in GHR. The voting units of GHR are controlled by a third-party investor. The non-voting units held by the company's subsidiary can only be converted into voting units after the NYSE permits the listing of companies that consolidate financial statements of entities involved in cultivating, distributing, or processing marijuana for non-medical uses in the U.S.

Key Entities Involved

Further details regarding the Deconsolidation Transaction are available on SEDAR+ under the company's issuer profile.

Glass House Brands Inc. filed a short form base shelf prospectus dated June 10, 2026, with securities regulatory authorities in all provinces and territories of Canada. The filing replaces the company's prior short form base shelf prospectus, which was set to expire on June 17, 2026. Concurrently, the company filed a prospectus supplement to establish an at-the-market distribution program, allowing it to sell up to US$100 million of its equity shares. This new program replaces a previously announced equity distribution agreement dated May 13, 2026, under which no equity sales occurred.

The company intends to use the net proceeds from the ATM Program for cultivation expansion, potential acquisitions, and general corporate purposes. Glass House views the program as a long-term source of potential capital to be accessed on an opportunistic basis rather than to service an immediate need. The volume and timing of any sales will be determined at the sole discretion of the company's management.

Sales under the ATM Program will be made at trading prices prevailing at the time of sale, meaning prices may vary between purchasers and during the distribution period. The transactions will be conducted in accordance with the terms of an equity distribution agreement dated June 10, 2026, between the company and ATB Cormark Capital Markets. These sales are anticipated to occur on CBOE Canada or any other recognized Canadian marketplace.

The sales of equity shares will be deemed to be "at-the-market distributions" as defined in National Instrument 44-102 – Shelf Distributions. The shares will be sold directly on marketplaces defined under National Instrument 21-101 – Marketplace Operation. The company has made it clear that the prospectus supplement and shelf prospectus contain important information, and prospective investors should review these documents before making an investment decision.