## LEDGER - [LB][high] SUMMARY — Glass House sits inside a web of at least 10 insider-side entities clustered at 3645 Long Beach Blvd (Kazan/Beach Front HQ, which is also GH's own principal executive office); cumulative disclosed related-party flows FY2020-FY2025 exceed $4.5M in rent/consulting/insurance fees plus a $2M insider note, $400K incubation loans, an $8M-class Kings Bay convertible note, and $16.3M of insider participation in preferred stock (2024-2025) with $2.8M preferred dividends. DETAIL: Pattern: (1) GH's HQ address 3645 Long Beach Blvd, Long Beach CA 90807 appears on every GH 6-K/40-F cover AND is the registered address of Beach Front Properties LLC, Beach Front I LLC, Neo Street Partners LLC, 3645 Long Beach LLC, Isla Vista GHG LLC, 5042 Real Estate Investment LLC, 2000 De La Vina LLC and ~69-83 other entities, most with Kyle Kazan as registered agent. (2) Two sale-leaseback-to-insider transactions (2000 De La Vina 6/30/2022; 5042 Venice TIC 8/17/2022) moved GH real estate to executive/board-member-owned LLCs that GH then paid rent to while GH affiliates stayed on as manager. (3) Disclosure lagged: Jon A. Neu Insurance (~$399K in 2024) was never named in any annual filing until the FY2025 40-F (filed 3/24/2026); the 5042 and De La Vina leases were absent from the FY2023/FY2024 40-F related-party notes and surfaced retroactively in FY2025 comparatives; the BFPM consulting agreement (dated 9/28/2020) does not appear in the May 6, 2021 de-SPAC Final Long Form Prospectus at all. (4) FY2025 preferred-mezzanine disclosure: related-party holders received ~$1.5M dividends (2025) / ~$1.3M (2024) and put in ~$13.0M of Series E (2025) / ~$3.3M of Series D (2024). All figures from GH's own EDGAR filings [PRIMARY]. SRC: /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/R25.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465922036647/tm229151d1_ex99-1.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465921125828/tm2129199d3_ex99-70.htm | https://www.bizprofile.net/principal-address/3645-long-beach-blvd-long-beach-ca-90807 - [LB][high] NSJB Investments LLC (buyer of voting control in GHR deconsolidation) shows NO registration/agent/address overlap with any Kazan/Rosenwald/Beach Front entity — its footprint is entirely JML Law's: formed 6/10/2026 (TWO days before the 6/12/2026 closing), agent Nicholas Wayne Sarris, address 5855 Topanga Canyon Blvd Ste 300, Woodland Hills CA 91367. DETAIL: Overlap test result: NSJB's notice address in the Second A&R LLC Agreement of Glass House Retail, LLC (Exhibit A, 6-K acc 0001104659-26-074968, EX-99.2) is 5855 Topanga Cyn. Blvd, Suite 300, Woodland Hills, CA 91367 — JML Law's office — while GHB Usub LLC's is 3645 Long Beach Blvd [PRIMARY]. CA SOS aggregator: NSJB registered 6/10/2026, agent Nicholas Wayne Sarris, same Topanga address [SECONDARY — dayonelead.com; direct bizfileonline API returns 403]. NSJB does NOT appear in the 3645 Long Beach Blvd entity cluster [SECONDARY — bizprofile]. So the load-bearing angle is NOT hidden common ownership; it is (a) the 2-day-old shelf entity, (b) Kyle Kazan signing the LLC agreement on BOTH non-investor sides (as Manager of GHB Usub AND of Glass House Retail, with Jared Beilke signing as NSJB CEO), (c) Glass House Retail's principal office remaining 3645 Long Beach Blvd, and (d) the $2.5M consideration being a promissory note issued to GHR itself rather than cash out the door, while NSJB's two designees (Beilke, Sarris) control the 3-member GHR board [PRIMARY — EX-99.1 material change report + EX-99.2]. SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm | https://dayonelead.com/california/woodland-hills/nsjb-investments - [LB][high] Beach Front Property Management Inc. (BFPM): $11K/month evergreen consulting agreement (dated 9/28/2020, terminable on 7 days notice) 'majority-owned by an executive and certain board members' — ~$707K paid 2020-2025 — disclosed in every 40-F from FY2021 on, but NOT in the May 2021 de-SPAC prospectus. DETAIL: Fees by year [PRIMARY, GH annual financials]: 2020 $32,580; 2021 $130,320; 2022 $130,320; 2023 $134,070; 2024 ~$140K; 2025 ~$140K. Scope: 'mergers and acquisitions advisory and assistance and real estate acquisition and financing services.' Ownership language evolved from 'majority-owned by an executive and board member' (FY2021-FY2022) to 'an executive and certain board members' (FY2024-FY2025) — i.e., multiple GH directors own it. Jocelyn Rosenwald's own AIF bio identifies her as ex-'Director of Acquisitions and Asset Management, Beach Front Property Management' [PRIMARY]. CA SOS facts [SECONDARY — BBB profile]: incorporated 1/11/1999, CA corp C2099839; operates from 1212 Long Beach Blvd, Long Beach (bfpminc.com); Nevada foreign reg E0662562011-3 (2011) lists Kyle Kazan as Director/Treasurer/President [SECONDARY — nevada-register.com]. The consulting agreement is absent from the May 6, 2021 Final Long Form Prospectus (BFPM appears there only as Jocelyn Rosenwald's employer) [PRIMARY]. Also per FY2025 40-F, BFPM is the MAJORITY OWNER of Jon A. Neu Insurance (see separate finding) — making BFPM a two-channel fee conduit. SRC: /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/R25.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465922036647/tm229151d1_ex99-1.htm | https://www.bbb.org/us/ca/long-beach/profile/property-management/beach-front-property-management-inc-1216-13171601 | https://www.nevada-register.com/1088386-beach-front-property-management-inc - [LB][high] Beach Front Properties, LLC (BFP) — CA LLC 199716410008 (formed 6/13/1997), agent Kyle Kazan, at 3645 Long Beach Blvd, with co-managers Kyle Kazan AND Rosenwald Capital Management, Inc. — is the deepest Kazan-Rosenwald joint vehicle: it 'incubated' GH's predecessor with $400K in loans (2017-2018), lent GH Group $2M at 15% (Feb 2021, converted to preferred 6/29/2021), and is where Jocelyn Rosenwald ran a claimed $500M real-estate portfolio. DETAIL: Role in filings [PRIMARY]: May 2021 prospectus 'BFP Debt Transactions' — in connection with the Incubation, BFP advanced Magu Capital $400,000 (notes dated 6/7/2017 and 3/22/2018, part undocumented); FY2021 40-F Note 17 — Feb 2021 $2,000,000 unsecured promissory note at 15%/yr in favor of BFP, all principal+interest converted to Preferred Shares 6/29/2021; Jocelyn Rosenwald bio (every AIF incl. FY2025): began real-estate career 2013 at BFP managing ~$500M. CA SOS facts [SECONDARY — bizprofile.net/city-data]: entity 199716410008, active, principal address 3645 Long Beach Blvd, agent Kyle Kazan, managers Kyle Kazan (Long Beach) and Rosenwald Capital Management, Inc. (Redondo Beach). BFP is also manager of record of Isla Vista GHG LLC and of Beach Front I LLC [SECONDARY]. Disclosure status: prospectus + FY2021 only for the debt; never in a related-party lease note; present in FY2025 40-F only via the bio. SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465921125828/tm2129199d3_ex99-70.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465922036647/tm229151d1_ex99-1.htm | https://www.bizprofile.net/ca/long-beach/beach-front-properties-llc | https://www.city-data.com/business-entities/CA/BEACH-FRONT-PROPERTIES-LLC-199716410008-CA.html - [high] Beach Front I LLC (CA 199802710030, formed 1/27/1998, agent Kyle Kazan, 3645 Long Beach Blvd, manager = Beach Front Properties LLC) and at least six other Beachfront-named entities at the same address (Beach Front VIII, Beach Front Classic, Beach Front Vintage 2014, Beach Front Waterford Dover JV + JV Investors, Beach Front Diversified Investments, Beach Front Properties SPE) have NEVER appeared in any GH SEC filing. DETAIL: EDGAR full-text search returns 0 hits for 'Beach Front I LLC' / 'Beach Front I, LLC' across all filers, and 0 Beachfront-entity hits in CIK 1848731 other than BFPM Inc. and Beach Front Properties LLC [PRIMARY — efts.sec.gov]. CA SOS facts for Beach Front I LLC [SECONDARY — bizprofile]: active, real-estate purpose, good standing. The 3645 Long Beach Blvd cluster page lists 69-83 registered entities, largely Kazan-agented [SECONDARY — bizprofile principal-address page]. Relevance to the ledger: these are the sibling vehicles of the two Beachfront entities that DO transact with GH, i.e., the private-portfolio side of the same management/ownership stack; useful for asset-tracing but there is no evidence any of them received GH money. SRC: https://www.bizprofile.net/ca/long-beach/beach-front-i-llc | https://www.bizprofile.net/principal-address/3645-long-beach-blvd-long-beach-ca-90807 | https://efts.sec.gov/LATEST/search-index?q=%22Beach%20Front%20I%2C%20LLC%22 - [LB][high] Jon A. Neu Insurance — 'an entity majority owned by Beach Front Property Management Inc.' — took ~$298K (2025) and ~$399K (2024) in insurance brokerage fees from GH, and was never named in ANY GH filing before the FY2025 40-F (filed 3/24/2026), despite the 2024 flow. DETAIL: FY2025 40-F Note (R25.htm) is the first-ever disclosure; EDGAR full-text search for 'Jon A. Neu' returns exactly 4 hits, all in the FY2025 40-F (3/24/2026) and Q1-2026 interim (5/13/2026) [PRIMARY]. The FY2024 40-F related-party note (glasf-20241231_d2.htm) contains zero 'Neu' mentions [PRIMARY]. Ownership chain (BFPM majority-owned by a GH executive and certain board members → BFPM majority-owns the broker) makes this a second-hop conduit: GH insurance premium commissions flow to an entity controlled by GH's own executive/directors. Probable CA identity [SECONDARY, MEDIUM confidence — spelling differs]: 'John A. Neu Insurance Services, Inc.', CA articles filed 1/27/1988, Rolling Hills Estates/Gardena (Palos Verdes Peninsula — Kazan's home area per the 2021 prospectus residence table), founder John A. 'Jack' Neu, affiliated with Arroyo Insurance Services; no primary confirmation that this is the same entity or of when BFPM acquired its majority stake. Pre-2024 fee amounts undisclosed. SRC: /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/R25.htm | https://efts.sec.gov/LATEST/search-index?q=%22Jon%20A.%20Neu%22 | https://www.corporationwiki.com/California/Gardena/john-a-neu-insurance-services-inc/41653208.aspx | https://agent.travelers.com/ca/rolling-hills-estates/4040-palos-verdes-dr-n-1452-30 - [LB][high] 5042 Real Estate Investment, LLC (exact entity name confirmed; CA 202250816385, formed 5/20/2022, address 3645 Long Beach Blvd, agent CSC, manager of record 'GH RE Manager LLC') is the vehicle from GH's 8/17/2022 sale-leaseback of The Pottery property at 5042 Venice Blvd, Los Angeles: GH sold its 50% TIC interest, the insider LLC took 42.93%, a 'related party to senior management' took the other 7.07%, GH stayed on as manager AND kept a ~$1.97M equity-method stake, and GH now pays it $222K-$251K/yr rent. DETAIL: FY2022 Note 6 [PRIMARY]: 'On August 17, 2022, the Company, through its subsidiary, 5042 Venice, LLC, closed on the sale of the 50% held undivided tenancy-in-common interest... the Company became the manager of 5042 Real Estate Investment LLC which acquired 42.93% of the TIC Interest and the remaining 7.07% was acquired by a related party to senior management of the Company'; equity-method additions to 5042 REI of $2,445,000 in 2022. FY2025 40-F Note [PRIMARY]: 5042 REI 'partially owned by an executive and board member,' owns undivided TIC interest in property leased to a GH subsidiary; 10-yr lease from Aug 2022, initial $222K/yr +3%; rent 2024 $222K, 2025 $251K. Property [PRIMARY — 2021 prospectus]: 5042 Venice Blvd, LA 90019 (The Pottery — 21,000 sf lot, 12,000 sf building, retail + cultivation). Disclosure gap: the lease appears in interim filings (from Q3-2022) and the FY2025 40-F, but NOT in the FY2023 or FY2024 40-F related-party notes [PRIMARY — grep of both annuals]. CA SOS facts [SECONDARY — b2bhint/bizprofile/ltddir]. SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465923040286/glasf-20221231xex99d1.htm | /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/R25.htm | https://b2bhint.com/en/company/us-ca/5042-real-estate-investment-llc--202250816385 | https://www.sec.gov/Archives/edgar/data/1848731/000110465921125828/tm2129199d3_ex99-70.htm - [high] 3645 Long Beach LLC (CA LLC filed 12/1/2017, at 3645 Long Beach Blvd, 'partially owned by an executive and board member') is GH's landlord for what is by address GH's OWN principal executive office — 5-yr lease from Dec 2019, renewed 5 more years from 1/1/2025, rent $69K→$80K/yr (~$379K total 2021-2025). DETAIL: Every GH 6-K/40-F cover states the principal executive office as 3645 Long Beach Blvd., Long Beach, CA 90807 — the same address embodied in the landlord LLC's name [PRIMARY]. GH Group, Inc.'s own Form D filings (CIK 1809771, 2021-2023) use the same address [PRIMARY]. Rent by year [PRIMARY]: initial $64,477, yr-2 $69,352 (+5%/yr): 2021 $69,352; 2022 $73,412; 2023 $76,779; 2024 ~$80K; 2025 ~$80K; renewal terms now base $93K increasing by greater of 3% or CPI capped at 5%. Disclosed in every 40-F FY2021→FY2025. Not identified as a related-party lease in the May 2021 prospectus. CA SOS facts [SECONDARY — bizprofile]: filed 12/1/2017, active, principal address 3645 Long Beach Blvd (the Kazan-agented cluster). SRC: /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/R25.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465922036647/tm229151d1_ex99-1.htm | https://www.bizprofile.net/principal-address/3645-long-beach-blvd-long-beach-ca-90807 - [LB][high] 2000 De La Vina LLC (CA 201625910327, formed 9/9/2016) was a WHOLLY-OWNED GH real-estate subsidiary (holding the Farmacy SB dispensary block on W. Mission St, Santa Barbara) that GH sold on 6/30/2022 for $3.06M 'to an entity in which certain executives and board members of the Company are members' — after moving in $762K of tenant improvements — then leased back at $240K-$262K/yr while GH Group kept the manager role plus a 20% carried interest, consolidating it as a VIE. DETAIL: FY2023 Note (VIE section) [PRIMARY]: transfer of tenant improvements NBV $762,095 into 2000 DLV, simultaneous sale of 100% membership for $3,060,000 cash to the insider entity (unnamed); GH Group appointed manager with 20% carried/profits interest under a First A&R Operating Agreement dated 5/1/2022 (pre-dating the sale by two months); VIE revenues $139,500 (2022) / $240,000 (2023); NCI income $56,997 / $140,384. FY2025 40-F [PRIMARY]: two 10-yr leases from July 2022 ($60K and $180K initial, +3%/yr); first lease terminated 2025 when the underlying property was SOLD, with a negotiated termination payment by GH; rent 2024 $240K, 2025 $262K. 2021 prospectus [PRIMARY]: as GH sub it leased/intended to purchase 128 W. Mission St and 117-B W. Mission St, Santa Barbara (Farmacy SB). Disclosure: FY2022 40-F showed only the 100%→0% ownership flip in the subsidiary table — the leases were NOT in the FY2022/FY2023/FY2024 related-party notes and first appeared there in FY2025. CA SOS [SECONDARY — bizprofile]: agent CSC, principal address now 3645 Long Beach Blvd, manager of record GH Group, Inc. (SOI filed 10/4/2024). SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465924041973/glasf-20231231xex99d1.htm | /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/R25.htm | https://www.bizprofile.net/ca/long-beach/2000-de-la-vina | https://www.sec.gov/Archives/edgar/data/1848731/000110465921125828/tm2129199d3_ex99-70.htm - [high] Neo Street Partners LLC (CA LLC formed 3/19/2014, agent Kyle Kazan, 3645 Long Beach Blvd; 'partially owned by an executive and board member') collected ~$1.78M in rent from GH (2020-2025) on the Lompoc, CA manufacturing property under a lease the 2021 prospectus itself called one of GH's two most significant leases; GH finally bought out the remaining 76% undivided interest on 8/18/2025, ending the stream. DETAIL: Lease [PRIMARY]: dated 10/1/2018, lessors Neo Street Partners LLC AND Lompoc TIC, LLC, lessee CA Manufacturing Solutions LLC (GH's ~22,000 sf Lompoc CMS cannabis-CPG facility); filed as Exhibit 99.78 to 6-K acc 0001104659-21-125828. Rent by year [PRIMARY]: 2020 $243,491; 2021 $243,491; 2022 $243,491; 2023 $438,628 (unexplained ~80% jump); 2024 ~$373K; 2025 ~$236K; one-year renewal from Oct 2024; 8/18/2025 GH acquired the remaining 76% undivided ownership of the Lompoc property, 'eliminat[ing] future related party rent expense.' Disclosed in every 40-F FY2021→FY2025; the prospectus listed the lease as a material contract but did not flag the affiliation in that section. CA SOS facts [SECONDARY — bizprofile]: active; a sibling 'Neo Street Partners SPE LLC' also exists at the same address [SECONDARY — bizapedia]. SRC: /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/R25.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465921125828/tm2129199d3_ex99-70.htm | https://www.bizprofile.net/ca/long-beach/neo-street-partners-llc - [LB][high] BONUS ENTITY — Isla Vista GHG LLC (CA 202119010363, formed 7/7/2021 — eight days after the de-SPAC closed; agent Kyle Kazan; manager of record Beach Front Properties, LLC; at 3645 Long Beach Blvd) is a sixth insider landlord: 10-yr lease to a GH subsidiary for the Farmacy Isla Vista dispensary (Goleta), $144K/yr base +3%, rent $59K (2022) → $269K (2023) → $269K (2024) → $158K (2025). DETAIL: Not on the assignment's entity list but belongs on the ledger: FY2022→FY2025 related-party notes name it as 'partially owned by executives and board members' [PRIMARY]. Lease mechanics: $5K/month holding rent from 4/19/2022 until GH publicly announced the retail opening, then $144K/yr +3% — i.e., the trigger was in GH's control. The entity was created AFTER GH went public, specifically to hold a property to lease back to GH. Management chain [SECONDARY — bizprofile]: manager = Beach Front Properties LLC, which is itself co-managed by Kazan and Rosenwald Capital Management, Inc. — making this the cleanest documented chain from a GH rent stream to a Rosenwald-managed entity. SRC: /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/R25.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465923040286/glasf-20221231xex99d1.htm | https://www.bizprofile.net/ca/long-beach/isla-vista-ghg-llc - [high] Kazan Trust (dated December 10, 2004; trustee is 'an executive and board member' = Kyle Kazan): in August 2022 it 'acquired partial ownership of a real estate entity' that had ALREADY leased to a GH subsidiary since July 2022 — 10-yr lease, $36,489/yr initial +3%; rent 2022 $12,163 → 2023 $36,489 → 2024 ~$36K → 2025 ~$41K. The intermediary real-estate entity has never been named. DETAIL: Disclosed FY2022→FY2025 [PRIMARY]. Descriptive drift worth noting: FY2022/FY2023 said 'a trust OWNED by an executive and board member'; FY2024/FY2025 corrected to 'a trust of which the TRUSTEE is an executive and board member.' Sequence flag: lease commenced July 2022, trust bought into the landlord entity August 2022 — i.e., the insider bought into an existing GH rent stream one month after it started. Not present in the 2021 prospectus (post-dates it). No CA SOS record exists for a trust; the unnamed 'real estate entity' it part-owns is the missing registry link (candidates include the 3645 Long Beach Blvd cluster entities; timing overlaps 5042 REI's May 2022 formation and Aug 2022 TIC purchase — the 7.07% 'related party to senior management' TIC slice and the Kazan Trust's Aug 2022 'partial ownership of a real estate entity' are consistent with being the same transaction, but GH's filings do not say so [inference, MEDIUM]). SRC: /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/R25.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465923040286/glasf-20221231xex99d1.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465924041973/glasf-20231231xex99d1.htm - [LB][high] Rosenwald Capital Management, Inc. (RCM) is written into GH's constitutional documents as a control party: it is an enumerated 'MVS Holder' (multiple-voting/super-voting shares, Coattail Agreement signatory) AND 'Lock-Up Holder' in the de-SPAC merger agreement — and simultaneously co-manages Beach Front Properties LLC with Kyle Kazan. DETAIL: Merger Agreement Amendment No. 2 (6/28/2021), refiled as EX-4.3 to GH's Form 20FR12G (12/21/2022) and 20-F (12/30/2022) [PRIMARY]: 'MVS Holders means... (i) Kyle D. Kazan, (ii) Rosenwald Capital Management, Inc., (iii) James Benno Rosenwald IV Trust dated December 18, 1997, (iv) Jocelyn May Rosenwald Trust dated December 18, 1997, (v) Jocelyn Rosenwald, (vi) James B. Rosenwald III and Laura Parker Rosenwald Family Trust dated December 18, 1997 (a/r 8/18/2009), (vii) Graham S. Farrar 2000 Living Trust, (viii) Inspiration Point Partners, LLC and (ix) Kris Hulgreen.' RCM is also Lock-Up Holder item (vi). Registry facts: RIA CRD #290118, ~$248M AUM, 121 W. Torrance Blvd Ste 100, Redondo Beach CA 90277; incorporated in New York 7/6/1984 (NY DOS ID 928709), qualified in California as entity 1649650 [SECONDARY — b2bhint, Bloomberg LEI 254900GYPCSSYBZFB083, fintrx]. RCM's Redondo Beach address is what bizprofile lists for its manager seat at Beach Front Properties LLC [SECONDARY]. No dollar-denominated RCM transaction appears in any GH related-party note — its role is voting control + private co-management, not disclosed fees. SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465922129166/tm2231444d1_ex4-3.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465921125833/tm2129199d4_ex99-8.htm | https://b2bhint.com/en/company/us-ca/rosenwald-capital-management-inc--1649650 | https://www.bizprofile.net/ca/long-beach/beach-front-properties-llc - [LB][high] The Rosenwald family trusts hold GH super-voting stock via the MVS Holder definition (Rosenwald Family Trust a/k/a James B. Rosenwald III & Laura Parker Rosenwald Family Trust dtd 12/18/1997 a/r 8/18/2009; James Benno Rosenwald IV Trust dtd 12/18/1997; Jocelyn May Rosenwald Trust dtd 12/18/1997), and Rosenwald Partners, L.P. holds GH equity through 'Millennium Trust Company LLC, Custodian FBO Rosenwald Partners, L.P.' as a Lock-Up Holder — appearing ONLY in merger-agreement exhibits, never in any related-party dollar disclosure. DETAIL: Lock-Up Holders (Amendment No. 2, new §1.1(jjj)) [PRIMARY]: 14 persons including (vi) Rosenwald Capital Management, (vii) Jocelyn May Rosenwald Trust, (x) Rosenwald Family Trust, (xiii) Kings Bay Investment Company Ltd., (xiv) Millennium Trust Company LLC, Custodian FBO Rosenwald Partners, L.P. Signature detail from Amendment No. 1 to Investor Rights Agreement (6/18/2021, EX-99.9) [PRIMARY]: Jocelyn May Rosenwald Trust signed by co-trustees 'Jill Rosenwald' and 'Walter Parker.' EDGAR full-text: 'Rosenwald Partners' and 'Rosenwald Family Trust' appear ONLY in these Oct-2021 6-K exhibits and their Dec-2022 20FR12G/20-F refilings (3-4 hits each, all CIK 1848731) [PRIMARY]. The Millennium Trust custodial wrapper indicates the LP's GH position sits in a self-directed retirement/custodial account. Disclosure status: constitutional exhibits only — never in the FY2021-FY2025 related-party notes, never in the 2021 prospectus body; no jurisdiction/registry record for Rosenwald Partners L.P. located in this pass. SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465921125833/tm2129199d4_ex99-8.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465921125833/tm2129199d4_ex99-9.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465922129166/tm2231444d1_ex4-3.htm | https://efts.sec.gov/LATEST/search-index?q=%22Rosenwald%20Partners%22 - [LB][medium] Kings Bay entities (both Cayman Islands): Kings Bay Investment Company Ltd. (KBIC) was the ONLY Magu Farm convertible lender that refused the 2019 conversion; it assigned its note to Kings Bay Capital Management Ltd. (KBCM) on 3/1/2020, which extracted a modified deal on 4/10/2020 — conversion rights at the same price as other lenders PLUS a security pledge over GH's subsidiaries' securities (costing GH a ~$389K extinguishment loss) — before converting to Preferred 6/29/2021; KBIC then took a Lock-Up Holder seat alongside the family trusts. DETAIL: FY2021 40-F Note 17 and the May 2021 prospectus tell the identical story [PRIMARY]: Magu Farm issued ~$9,925,000 of convertible notes in 2018 to 'lenders who are affiliates of shareholders of the Company'; all except KBIC converted ~$8M in Oct 2019; the Kings Bay Note was assigned KBIC→KBCM (both Cayman), modified with GH assuming Magu Farm's obligations, secured by a pledge of GH subsidiaries' securities (subordinated to Senior Convertible Notes), UCC-3 terminated on 6/29/2021 conversion. KBIC is Lock-Up Holder item (xiii) in the merger agreement [PRIMARY]. GH filings never state WHO owns KBIC/KBCM; their placement inside the founders' lock-up list and the 'affiliates of shareholders' framing tie them to the founder group, and the 'Kings Bay' name matches the Rosenwald-side Kings Bay entities flagged in the assignment, but beneficial ownership is NOT established by any primary source found [MEDIUM on the Rosenwald attribution; HIGH on all transaction facts]. Never mentioned again after FY2021. SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465922036647/tm229151d1_ex99-1.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465921125828/tm2129199d3_ex99-70.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465921125833/tm2129199d4_ex99-8.htm - [high] Dalton Investments: ZERO hits in all Glass House SEC filings (EDGAR full-text, CIK 1848731, 2021-2026) — Dalton appears nowhere in the GH related-party universe, consistent with the prior adversarial finding of no Dalton-client GLAS holdings. DETAIL: efts.sec.gov full-text query '"Dalton Investments"' restricted to CIK 0001848731 returns total: 0 [PRIMARY]. The Rosenwald-side presence in GH runs exclusively through Rosenwald Capital Management, Inc. (Redondo Beach RIA), the three 12/18/1997 family trusts, Jocelyn Rosenwald personally, Rosenwald Partners L.P. (via Millennium Trust custodian), and (attribution unconfirmed) the Cayman Kings Bay entities. Any ledger row for Dalton should read 'no GH nexus in SEC record' — do not assert one. SRC: https://efts.sec.gov/LATEST/search-index?q=%22Dalton%20Investments%22&ciks=0001848731 - [LB][high] Disclosure-status matrix (2021 de-SPAC prospectus vs annual 40-Fs): the May 6, 2021 Final Long Form Prospectus (Ex 99.70, acc 0001104659-21-125828 — the de-SPAC disclosure document; the related Management Information Circulars are Ex 99.12 of acc -125825 and Ex 99.10 of -125828) disclosed the BFP loans and the Neo Street/Lompoc lease but omitted the BFPM consulting agreement; FY2024's 40-F omitted three then-live insider streams (Jon A. Neu ~$399K, 5042 lease $222K, De La Vina lease $240K) that FY2025 restored as comparatives. DETAIL: Prospectus entity census [PRIMARY, grep of full text]: Beach Front Property Management 1 hit (bio only, no consulting agreement); Beach Front Properties 2 (bio + BFP Debt Transactions); Neo Street 1 (material-contract lease, related-party status not flagged there); 2000 De La Vina 3 (as wholly-owned GH sub); 5042 references only as The Pottery's street address; Kings Bay 14; Kazan Trust, Isla Vista GHG, Jon A. Neu, Rosenwald Capital, Rosenwald trusts, Rosenwald Partners: 0 each (the trusts/RCM entered via the merger-agreement amendment exhibits instead). Annual coverage: Neo Street + 3645 Long Beach + BFPM = FY2021→FY2025 (all years); Isla Vista GHG + Kazan Trust = FY2022→FY2025; De La Vina + 5042 = transaction notes in FY2022/FY2023 but excluded from the FY2023/FY2024 related-party lease lists, full treatment only FY2025; Jon A. Neu = FY2025 only; Kings Bay + BFP note = FY2021 only; NSJB = June 2026 6-K only. SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465921125828/tm2129199d3_ex99-70.htm | https://www.sec.gov/Archives/edgar/data/1848731/000184873125000007/glasf-20241231_d2.htm | /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/R25.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465921125828/tm2129199d3_6k.htm ### GAPS - Primary CA SOS records (entity numbers, agents, SOI officer lists) for all CA entities — every registry fact above is aggregator-sourced [SECONDARY] because bizfileonline.sos.ca.gov returns Incapsula 403 to both the JSON POST API and browser-header curl. -> Use a real browser session (Interceptor/claude-in-chrome) on bizfileonline.sos.ca.gov/search/business and download the free filing-image PDFs (LLC-12/SI-550) for: NSJB Investments LLC, Beach Front Property Management Inc (C2099839?), Beach Front Properties LLC (199716410008), Beach Front I LLC (199802710030), Neo Street Partners LLC, 3645 Long Beach LLC, 2000 De La Vina LLC (201625910327), 5042 Real Estate Investment LLC (202250816385), Isla Vista GHG LLC (202119010363). - Identity of (a) the unnamed buyer entity 'in which certain executives and board members are members' that bought 2000 De La Vina LLC for $3.06M, (b) the 'related party to senior management' that took the 7.07% TIC slice at 5042 Venice, and (c) the 'real estate entity' the Kazan Trust part-owns — GH filings deliberately leave all three unnamed. -> LA County and Santa Barbara County recorder grantor/grantee indexes for 5042 Venice Blvd (APN via LA County Assessor) and 128/117-B W. Mission St + 2000 De La Vina St, Santa Barbara, around June-Aug 2022; the recorded deeds/memoranda of lease will name the member entities. Also pull 2000 De La Vina LLC's post-2022 SOIs from CA SOS filing images. - Confirmation that 'Jon A. Neu Insurance' in the FY2025 40-F = 'John A. Neu Insurance Services, Inc.' (CA, 1988), and when/how Beach Front Property Management Inc. acquired its majority stake; pre-2024 brokerage fee amounts are undisclosed. -> CA Dept. of Insurance license lookup (cdicloud.insurance.ca.gov) by name 'Neu' for the business-entity license and its listed owners/officers; CA SOS SOI history for John A. Neu Insurance Services Inc.; if needed, GH investor relations or the FY2026 20-F/40-F for restated comparatives. - Beneficial ownership of Kings Bay Investment Company Ltd. / Kings Bay Capital Management Ltd. (Cayman) — the Rosenwald attribution is inference from the Lock-Up Holder placement, not documented. -> Cayman Islands General Registry search (paid), the Offshore Leaks/ICIJ database, SEDAR+ early-warning reports and the Canadian insider filings (SEDI) for GLAS 2021, and Rosenwald-side discovery (RCM subpoena already contemplated in the 1:1 RCM discovery track). - Rosenwald Partners, L.P. jurisdiction, GP identity, and current GH position (appears only as a Millennium Trust custodial FBO line). -> Delaware/California SOS LP search for 'Rosenwald Partners'; SEC Form D full-text (efts) for issuers naming it; Millennium Trust (now Inspira Financial) custodial records via discovery. - Why Neo Street/Lompoc rent jumped to $438,628 in FY2023 (vs $243,491 contractual), and the purchase price GH paid on 8/18/2025 for the remaining 76% undivided Lompoc interest. -> FY2025 40-F Note 6 (Property, Plant and Equipment) in the local exhibit set (R23/R26 of /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/) and the Q3-2025 interim (acc 0001848731-25-000036) for the acquisition consideration; compare Santa Barbara County recorder for the Lompoc parcel. ## ENTITYPINS - [LB][high] PRIMARY pin (SEC-filed) on NSJB Investments LLC's identity, principals, and address: the SEC-filed deconsolidation exhibits identify NSJB as a California LLC, signed by Jared Beilke as its CEO, with its address of record = 5855 Topanga Cyn. Blvd, Suite 300, Woodland Hills, CA 91367 DETAIL: 6-K acc 0001104659-26-074968 (filed 6/17/26, GH CIK 1848731): Ex 99.3 (Class A Unit Purchase Agreement, dated 6/12/26) recites 'NSJB Investments LLC, a California limited liability company' and is signed 'By: /s/ Jared Beilke, Title: Chief Executive Officer' for NSJB. Ex 99.2 (Second A&R LLC Agreement of Glass House Retail, LLC, dated 6/12/26), Exhibit A Unit Register, lists member 'NSJB Investments LLC — Class A Units — 100 — Address for Notices: 5855 Topanga Cyn. Blvd, Suite 300, Woodland Hills, CA 91367' (GHB Usub, LLC holds 900 Exchangeable Units at 3645 Long Beach Blvd). Initial Investor Managers: Jared Beilke and Nicholas Sarris (Ex 99.2 §; Ex 99.1 confirms both appointed to GHR board, Kazan appointed as Holdings' manager). This is not the CA SOS registration record itself, but it is a PRIMARY SEC-filed pin matching every aggregator field (CA LLC, Beilke/Sarris, Topanga address). Oddity on the face of the documents: Ex 99.4 (Protection Agreement, same date) is signed for GLASS HOUSE RETAIL, LLC 'By: /s/ Jared Beilke, Title: Chief Executive Officer' — while Ex 99.2 Exhibit B lists GHR's Initial CEO as Jennifer Barry, and Ex 99.3 was signed for GHR by Kazan as Manager the same day. Local copies of all exhibits in /private/tmp/claude-502/-Users-icloudabe/5ee093ce-a173-47c9-92ea-e71dfa829cc7/scratchpad/ (ex99-1.htm through ex99-4.htm, 6k_body.htm). SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-4.htm | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm - [LB][medium] The CA SOS registration-specific fields (entity no. B20260273635, formed 6/10/2026, agent Nicholas Wayne Sarris, status Active) remain SECONDARY-only; every scripted route to the primary registry was blocked, but the 6/10 formation date is two days before the SEC-filed 6/12/26 deal date — consistent with a deal-purpose SPV DETAIL: bizfileonline.sos.ca.gov API (POST /api/Records/businesssearch) returned HTTP 403 to: curl with full Chrome header set, cookie-primed session (homepage GET 200 then POST 403), and bun/fetch with a different TLS stack — Imperva-class bot protection blocks all non-browser clients. OpenCorporates web = HAProxy CAPTCHA; OpenCorporates API = 401 without token; the entity is not yet in OpenCorporates' index (site: search empty — formed too recently). claude-in-chrome browser extension was not connected this session, so no real-browser query was possible. The dayonelead.com aggregator page (re-fetched and parsed this session) shows: NSJB Investments LLC, LLC, file no. B20260273635, formation 6/10/2026, status Active, jurisdiction California, Registered Agent Nicholas Wayne Sarris, principal address 5855 Topanga Canyon Blvd Ste 300, Woodland Hills CA 91367, no EIN on file, no filing history yet. All fields that CAN be cross-checked against SEC-filed exhibits (name, CA LLC, address, Sarris/Beilke principals) match exactly, which raises confidence in the aggregator's remaining fields (number, date, agent), but the entity number and formation date themselves are still single-source SECONDARY. SRC: [SECONDARY] https://dayonelead.com/california/woodland-hills/nsjb-investments | [PRIMARY, corroborating deal date] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm | [blocked] https://bizfileonline.sos.ca.gov/api/Records/businesssearch (HTTP 403 to curl/bun) | [blocked] https://opencorporates.com/companies/us_ca?q=NSJB (CAPTCHA) - [LB][high] NSJB's SEC-filed notice address IS the office of JML Law, APLC, and both NSJB principals are JML Law attorneys; nothing in GH's 6-K or its exhibits discloses that affiliation DETAIL: jmllaw.com/attorneys.shtml lists Jared W. Beilke (Anaheim office) and Nicholas W. Sarris (Woodland Hills office) among the firm's attorneys, firm address 5855 Topanga Canyon Boulevard, Suite 300, Woodland Hills, CA 91367 — character-for-character the address in the SEC-filed unit register for NSJB. Nicholas Wayne Sarris = California State Bar license #242011 (calbar licensee detail page, [PRIMARY] for bar status). Grep of the full 6-K body, Ex 99.1 (summary), Ex 99.2, Ex 99.3, and Ex 99.4 finds no mention of 'JML', 'law firm', or any description of who Beilke/Sarris are; the only 'arm's-length' language in the exhibits refers to the future Consulting Services Agreement between a GH subsidiary and GHR, not to the NSJB investors. GH's public disclosure identifies the GHR Investor's principals only by name. SRC: [SECONDARY] https://jmllaw.com/attorneys.shtml | [PRIMARY] https://apps.calbar.ca.gov/attorney/Licensee/Detail/242011 | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm | [SECONDARY] https://www.yelp.com/biz/jml-law-aplc-woodland-hills-2 - [medium] No other-state registration of the GH-related NSJB Investments LLC was found; NSJB-named entities in New York are unrelated legacy companies DETAIL: Colorado SOS open-data API (data.colorado.gov 4ykn-tg5h): zero entities starting with 'NSJB'. New York DOS open-data API (data.ny.gov n9v6-gdp6): three NSJB-prefixed entities — NSJB LLC (Suffolk Co., formed 8/13/2015), NSJB REALTY CORP. (Rockland Co., 4/29/2016), NSJB UNLIMITED LLC (NYC, 12/10/2025) — all predating the 6/10/26 CA formation and none tied to Beilke, Sarris, or the Topanga Canyon address (agents are United States Corporation Agents Inc. / self). Delaware and Nevada have no free scripted search, so those remain unchecked. Web searches for 'NSJB Investments' surface only the California entity and the Glass House transaction coverage. No evidence of foreign qualification of the CA LLC elsewhere (expected — formed 4 weeks ago). Also no additional CA entities using Beilke or Sarris as agent surfaced via search-engine sweep, though CA SOS agent search was blocked (403), so this sub-question is not exhausted. SRC: [PRIMARY] https://data.colorado.gov/resource/4ykn-tg5h.json?$where=starts_with(entityname,'NSJB') | [PRIMARY] https://data.ny.gov/resource/n9v6-gdp6.json?$where=starts_with(current_entity_name,'NSJB') - [LB][high] Kazan's 6/4/26 Form 144 [PRIMARY, full XML retrieved]: 125,000 SVS/RVS/LVS at aggregate $1,416,250 (implies $11.33/sh), approximate sale date 6/11/2026 on OTCQX via Ventum Financial Corp. (Vancouver BC), shares sourced from RSU vesting, and — critically — 'nothing to report' for securities sold in the prior 3 months DETAIL: Accession 0001104659-26-070575, primary_doc.xml, filer CIK 0002027158 (Kazan Kyle), relationship 'Chairman and CEO', issuer GH CIK 1848731. Units outstanding stated: 79,293,495. securitiesToBeSold: acquired from GH via 'Employment Related -- RSU Vesting'; remarks: 'RSUs were acquired on 07/12/2023, 06/01/2024 and 02/01/2025.' nothingToReportFlagOnSecuritiesSoldInPast3Months = Y, i.e., Kazan sold no GH shares between ~3/4/26 and 6/4/26. Timing facts (from previously verified record): approx sale date 6/11/26 = one day before the 6/12/26 GHR deconsolidation agreements' effective date (6-K acc 0001104659-26-074968) and ~3 weeks before NYSE first trade (GLAS, 6/30/26; 8-A12B acc 0001104659-26-078090 filed 6/26/26 with NYSE CERT same day). Note the notice was signed 6/4/26, before the deal-signing date it straddles. Local copy: scratchpad/144_kazan_0001104659-26-070575.xml. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/2027158/000110465926070575/primary_doc.xml | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_6k.htm - [LB][high] Whether the 6/11/26 sale EXECUTED cannot be determined from EDGAR as of 7/9/26: Kyle Kazan has NEVER filed a Form 3/4/5 under any CIK, and no post-6/4 filing discloses the sale; SEDI is the definitive source and is bot-blocked DETAIL: EDGAR full-text search q="Kyle Kazan" forms=3,4,5 returns 0 hits (all CIKs, all time). Kazan's CIK 2027158 submissions index contains exactly 7 filings, all Form 144. This is consistent with GH's foreign-private-issuer status (Section 16 does not apply to FPI insiders), so absence of a Form 4 is NOT evidence of non-execution. The GH CIK filing index for June-July 2026 contains no filing evidencing the Kazan sale. Execution would be reportable on Canada's SEDI within 5 calendar days of the trade; sedi.ca is behind a ShieldSquare CAPTCHA (verified this session), and SEDI aggregators canadianinsider.com (www + mobile + node/7 URLs) return HTTP 403 and ceo.ca loads data only via JS. Next automatic EDGAR confirmation vector: if Kazan keeps his roughly quarterly cadence, his next Form 144 (~Aug-Sep 2026) must disclose any 6/11/26 sale in its 'securities sold in past 3 months' table if filed by ~9/11/26. SRC: [PRIMARY] https://efts.sec.gov/LATEST/search-index?q=%22Kyle+Kazan%22&forms=4,3,5 (0 hits) | [PRIMARY] https://data.sec.gov/submissions/CIK0002027158.json | [blocked] https://www.sedi.ca/sedi/SVTSSelectSediRecordsAccessController?menukey=15.03.00&locale=en_CA (ShieldSquare CAPTCHA) | [blocked] https://www.canadianinsider.com/company?ticker=GLAS (HTTP 403) - [LB][high] PRIMARY execution-pattern evidence: every Kazan Form 144 notice whose 3-month look-forward is covered by a subsequent 144 was in fact executed at 86-100% of the noticed amount — supporting (not proving) that the 6/11/26 sale also executed DETAIL: Cross-referencing each 144's 'securitiesSoldInPast3Months' disclosures (all XMLs retrieved and parsed): (1) 6/17/24 notice 310,000 sh → next 144 (8/16/24) discloses 310,000 sold 6/17/2024, gross $2,250,600 = 100% executed same day. (2) 8/16/24 notice 360,000 → 11/26/24 filing discloses 335,505 sold 9/4/2024, gross $3,010,000 = 93%. (3) 5/16/25 notice 80,000 → 8/14/25 filing discloses 69,311 sold 5/18/2025, gross $410,301.22 = 87%. (4) 8/14/25 notice 53,400 → 11/24/25 filing discloses 51,632 sold 9/29/2025, gross $387,607 = 97%. Two notices (11/26/24 for 100,000; 11/24/25 for 55,000) fall in gaps where the next 144 came more than 3 months later with nothing-to-report, so their execution is EDGAR-indeterminate. Same pattern for Farrar: 6/28/24 notice 320,000 → disclosed sold in full same day, gross $2,310,400; 138,710 sold 9/29/24 gross $1,210,000 disclosed in his 11/26/24 filing. Caution for any filing use: this is behavioral inference — the 6/11/26 execution itself remains unverified. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/2027158/000110465926090527/primary_doc.xml (8/16/24) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/2027158/000110465924123096/primary_doc.xml (11/26/24) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/2027158/000110465925078578/primary_doc.xml (8/14/25) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/2027158/000110465925115327/primary_doc.xml (11/24/25) - [LB][high] Complete insider-filing inventory, Jan-Jul 2026 EDGAR: Kazan filed exactly ONE Form 144 (6/4/26); Farrar filed nothing since 11/26/2024; no Glass House Rosenwald (James III/IV, Jocelyn, Laura) has ever filed a 144 or Form 4 DETAIL: EDGAR FTS forms=144 sweep for 'Glass House Brands' returns 10 filings ever: Kazan (CIK 2027158) 6/17/24, 8/16/24, 11/26/24, 5/16/25, 8/14/25, 11/24/25, 6/4/26 — a roughly quarterly cadence with proceeds shrinking from ~$2.25-3.0M (2024) to ~$0.33-0.52M (2025), then stepping back up to $1.42M in the 6/4/26 notice; Farrar (CIK 1732570) 6/28/24, 8/16/24, 11/26/24 only. FTS 'Rosenwald' across forms 144+4 (2025-01-01 to 2026-07-09) returns only Lindsay A. Rosenwald MD / Fortress Biotech-Checkpoint-Journey Medical filings — a different, unrelated Rosenwald; zero GH-issuer hits. So the only GH insider proposing sales in the 2026 window is Kazan, and the family founders have no US insider-sale paper trail (as FPI insiders their trades, if any, would appear only on SEDI). SRC: [PRIMARY] https://efts.sec.gov/LATEST/search-index?q=%22Glass+House+Brands%22&forms=144 | [PRIMARY] https://efts.sec.gov/LATEST/search-index?q=%22Rosenwald%22&forms=144,4&dateRange=custom&startdt=2025-01-01&enddt=2026-07-09 | [PRIMARY] https://data.sec.gov/submissions/CIK0002027158.json - [high] Context finding: the only GH insider filing Section 16 forms in 2026 is William Tu, SVP/Corporate Controller (CIK 2120766), who sold essentially his entire vested position at $10.08-$10.48 in the 4 weeks before the deconsolidation/uplist announcements; his Form 4s bracket market price at $10.08-$11.37 around Kazan's $11.33 notice valuation DETAIL: Form 3 filed 3/18/26 (acc 0001104659-26-030878). Form 4s under GH CIK: 5/18/26 RSU settlement +8,333 (acc ...064033); 5/19/26 Code S sale 15,888 @ $10.08 (acc ...064623); 5/22/26 F 2,910 @ $10.29 + S 10,414 @ $10.19 and 5/26/26 S 5,423 @ $10.48 leaving 0 shares (acc ...066460); 6/1/26 M +5,800 and 6/3/26 F 1,982 @ $11.37 tax withholding (acc ...070652, filed 6/4/26 — same day as Kazan's 144). Why a Form 3/4 filer exists at an FPI is not established (possibly voluntary or transition-related pre-NYSE); asymmetry note: the controller's sales are Form 4-visible while the CEO's are not. Kazan's 144 aggregate ($1,416,250 / 125,000 = $11.33) sits inside Tu's observed June price range, indicating the notice was priced at then-current market. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926070652/tm2616893-1_4seq1.xml | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926066460/tm2615660-1_4seq1.xml | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926064623/tm2615213-1_4seq1.xml | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926030878/tm268566-1_3seq1.xml ### GAPS - True PRIMARY pin of the CA SOS registration record for NSJB Investments LLC (entity B20260273635, 6/10/2026 formation, agent Nicholas Wayne Sarris) including the free Articles of Organization PDF -> Requires a real browser: bizfileonline.sos.ca.gov -> Search -> Business, search 'NSJB', open the entity record, and use the free 'Request Certificates/Records' document download for the Articles of Organization (LLC-1, which will show organizer, agent, and management structure). All scripted clients (curl with full Chrome headers, cookie-primed sessions, bun fetch) receive HTTP 403 from Imperva. The claude-in-chrome extension was not connected this session — reconnect it or do the 2-minute manual lookup; the LLC-1 organizer name is the one field no current source provides. - Definitive answer on whether Kazan's 125,000-share sale executed on/around 6/11/2026 (and whether the 11/24/25 55,000-share notice executed) -> SEDI manual query (sedi.ca is ShieldSquare-CAPTCHA'd to scripts): Access public filings -> View summary reports -> Insider transaction detail, insider family name 'Kazan', issuer 'Glass House Brands Inc.' — any June 2026 disposition must have been filed within 5 days of the trade. Alternatives: canadianinsider.com GLAS page in a real browser (HTTP 403 to scripts), or wait for Kazan's next EDGAR Form 144 (~Aug-Sep 2026 on his quarterly cadence): its 'securities sold in past 3 months' table must disclose any 6/11/26 sale if filed by ~9/11/26. Set a re-check for mid-September 2026 on CIK 2027158. - Farrar / Rosenwald-family SEDI activity Jan-Jul 2026 (FPI insiders' trades appear only on SEDI, so EDGAR silence is not proof of no trading) -> Same SEDI insider-transaction-detail report with family names 'Farrar' and 'Rosenwald' (and 'Hulgreen'), issuer Glass House Brands Inc. Only a real-browser session can run it. - Delaware/Nevada NSJB registrations and a complete list of other CA entities with Beilke or Sarris as registered agent at 5855 Topanga Canyon Blvd Ste 300 -> Delaware: icis.corp.delaware.gov manual name search (no free API). Nevada: esos.nv.gov SilverFlume manual search. CA agent search: bizfileonline advanced search by agent name in a real browser, or a paid aggregator (Bizapedia Pro) agent-name query; search engines surfaced no additional Beilke/Sarris entities but that is not exhaustive. - Why GHR was signing documents inconsistently on 6/12/26 (Kazan as Manager on the UPA vs Jared Beilke as 'Chief Executive Officer' of Glass House Retail, LLC on the Protection Agreement, while the LLC Agreement's Exhibit B lists Jennifer Barry as GHR's Initial CEO) -> Compare signature blocks across all four exhibits of 6-K acc 0001104659-26-074968 (local copies in the session scratchpad); if material, the GHR post-closing officer slate can be checked against future GH 6-Ks/40-F related-party notes or a CA SOS Statement of Information for Glass House Retail, LLC (due within 90 days of the June restructuring) once filed. ## LEGALCHECKS - [LB][high] HFIAA pinned: Section 8103 of the FY2026 NDAA, enacted 12/18/2025, effective 3/18/2026, amends Exchange Act Section 16(a) to cover directors/officers of Section 12-registered FPIs; initial Forms 3 for persons serving as D&O on 12/18/25 were due ON March 18, 2026 (new Section 16(a)(2)(D)), with an EDGAR-access no-action grace only to April 1, 2026. DETAIL: SEC Division of Corporation Finance HFIA Act page (updated 5/20/26): statute enacted 12/18/25, effective 3/18/26; Commission adopted final rules 2/27/26 amending Rule 3a12-3(b), Rule 16a-2, and Forms 3/4/5. SEC staff FAQ (published 3/9/26) Q2: Form 3 for a person serving as D&O of a Section 12-registered FPI as of 12/18/25 'requires the Form 3 to be filed on March 18, 2026.' Q3: D&Os appointed between 12/18/25 and 3/18/26 owe Form 3 by the later of 3/18/26 or 10 days after appointment (relevant to GH director Alison Payne, appointed Jan 2026 → due 3/18/26). Q5: pre-3/18/26 transactions need not be reported on the first Form 4 where the FPI was already Section 12-registered. Q6 (added 3/12/26): staff will not recommend enforcement for late filings caused by EDGAR Form ID backlog if the application was submitted before 3/18/26 and the report is filed no later than 4/1/26. GH has been Section 12-registered since 2021 (12(g); 8-A12B for NYSE added 6/26/26), so its D&Os were within scope on day one — subject to the exemption in the next finding. SRC: [PRIMARY] https://www.sec.gov/about/divisions-offices/division-corporation-finance/holding-foreign-insiders-accountable-act-section-16a-reporting-requirements (curl w/ UA, saved to scratchpad sec_hfiaa_main.txt) | [PRIMARY] https://www.sec.gov/about/divisions-offices/division-corporation-finance/holding-foreign-insiders-accountable-act-frequently-asked-questions (saved sec_hfiaa_faq.txt) | [SECONDARY] https://www.mofo.com/resources/insights/251224-section-16-reporting-required-for-foreign-private-issuers-in-2026 | [SECONDARY] https://corpgov.law.harvard.edu/2026/01/18/section-16a-insider-reporting-legislation-ends-foreign-private-issuer-exemption/ - [LB][high] KILL (as broadly stated) the 'GH directors/officers are Section 16 delinquent' theory: on March 5, 2026 — 13 days BEFORE the first Form 3 deadline — the SEC issued exemptive order Release No. 34-104931 (91 FR 11587, 3/10/26) exempting D&Os of FPIs incorporated in Canada and subject to NI 55-104 from all Section 16(a) reporting, on two conditions. DETAIL: Order text (Federal Register doc 2026-04613, full text pulled): the Commission, under new Section 16(a)(5), exempts directors and officers of any FPI that is (i) incorporated/organized in a qualifying jurisdiction (Canada, Chile, EEA, South Korea, Switzerland, UK) and (ii) subject to a qualifying regulation (for Canada: NI 55-104 Insider Reporting Requirements and Exemptions, supported by NI 55-102/SEDI). Conditions: (1) 'Any director or officer... seeking to rely on this exemption is required to report their transactions in the issuer's securities as set forth under the qualifying regulation to which they are subject' — with footnote 10: anyone 'that does not fall within the defined category of reporting persons under the applicable qualifying regulation will still be required to file Section 16(a) reports'; and (2) reports under the qualifying regulation must be publicly available in English within 2 business days of posting (SEDI satisfies this). GH is a British Columbia corporation and Canadian reporting issuer subject to NI 55-104, so its directors (Kazan, Farrar, Lukanga, Jocelyn Rosenwald, Payne, Katchko, Nichols, De La Torre) and its NI 55-104 'reporting insider' officers (CEO/CFO tier) were never required to file Forms 3/4/5 with the SEC — provided they actually comply with SEDI reporting. A second order (34-105517, 5/20/26) added Australia/India/Singapore — not relevant to GH. Any delinquency assertion against Kazan/Farrar/Jocelyn Rosenwald without first proving a SEDI reporting failure is wrong on the law. SRC: [PRIMARY] https://www.federalregister.gov/documents/2026/03/10/2026-04613/order-granting-directors-and-officers-of-certain-foreign-private-issuers-an-exemption-from-the (full XML text saved to scratchpad fr_exempt.txt; Release No. 34-104931) | [PRIMARY] SEC CorpFin HFIA Act page (exemptive-orders table listing 3/5/26 Canada order and 5/20/26 order) | [SECONDARY] https://www.torys.com/our-latest-thinking/publications/2026/03/sec-grants-exemptive-relief-from-section-16-reporting-to-canadian-issuers | [SECONDARY] https://www.gibsondunn.com/to-be-exempt-or-not-to-be-certain-foreign-private-issuer-directors-and-officers-section-16a-reporting-begins-march-18-2026/ - [LB][high] The observed EDGAR pattern — William Tu (SVP, Corporate Controller) as the ONLY Section 16 filer on GH's CIK — is affirmatively CONSISTENT WITH COMPLIANCE under the exemptive order, and Tu himself was timely: Form 3 filed exactly on the 3/18/26 statutory due date, followed by four Forms 4 (5/19, 5/20, 5/26, 6/4/2026). DETAIL: EDGAR submissions JSON for CIK 1848731 shows exactly five ownership filings: Form 3 on 2026-03-18 (acc 0001104659-26-030878) and Forms 4 on 2026-05-19/05-20/05-26/06-04; all five XMLs name 'Tu William,' isDirector=0, officerTitle 'SVP, Corporate Controller.' Legal logic: a corporate controller is a Rule 16a-1(f) 'officer' (principal accounting officer/controller is expressly enumerated) but is NOT an NI 55-104 'reporting insider' (that category covers directors, CEO/CFO/COO of the issuer or a major subsidiary or significant shareholder, significant shareholders, and persons meeting the functional access-plus-influence test). Under footnote 10 of order 34-104931, an officer outside the Canadian reporting category cannot use the exemption and must file — which is exactly, and only, what happened. GH's own Q1 2026 MD&A expressly invokes the order: 'On March 5, 2026, however, the SEC issued an order under Section 16(a)(5) exempting directors and officers of certain foreign private issuers, including... Canada... National Instrument 55-104... provided that the individual director or officer is required to report transactions under the applicable qualifying foreign reporting regime and any report filed under that regime is made available to the general public in English within no more than two business days.' GH also claims D&Os 'remain exempt from Sections 16(b) and 16(c)' — consistent with the SEC's 2/27/26 amendments to Rule 3a12-3(b) (HFIAA amended only 16(a)), though I verified this against the SEC summary page and firm memos rather than the adopting release itself. SRC: [PRIMARY] https://data.sec.gov/submissions/CIK0001848731.json (via curl w/ UA) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926030878/tm268566-1_3seq1.xml and the four Form 4 XMLs (owner name/title extracted) | [PRIMARY] GH Q1 2026 MD&A, local file /private/tmp/claude-502/-Users-icloudabe/5ee093ce-a173-47c9-92ea-e71dfa829cc7/scratchpad/glas-20260331xexx992.txt (HFIAA passage quoted) | [PRIMARY] FR doc 2026-04613 order text (footnote 10 carve-out) - [LB][medium] The only surviving (narrow) Section 16 lane: Rule 16a-1(f) officers of GH who are NOT NI 55-104 'reporting insiders' — most plausibly CRO Hilal Tabsh and GC/Corporate Secretary Benjamin Vega, and possibly others below the C-suite — would have owed Forms 3 on 3/18/26 just like Tu, and none has filed. Whether they are actually delinquent turns on unresolved facts; do NOT assert without the SEDI/designation check. DETAIL: GH's FY2025 AIF (dated 3/24/26) D&O table: directors Kazan (Chairman/CEO), Farrar (President/Director), Lukanga, Jocelyn Rosenwald (director since June 2021; Audit Committee Chair), Payne (since Jan 2026), Katchko, Nichols, De La Torre; executive officers Kazan, Farrar, Vendetti (CFO), Tabsh (CRO), Vega (GC & Corporate Secretary). All directors — including Jocelyn Rosenwald — are automatically NI 55-104 reporting insiders, so their exemption holds if they file on SEDI. Kazan/Farrar/Vendetti (CEO/President/CFO) are likewise reporting insiders. But Tabsh and Vega sit in the seam: each is arguably a Rule 16a-1(f) officer (VP in charge of a principal business unit/function; policy-making), while NI 55-104 reporting-insider status for a CRO or GC depends on the functional test (access to undisclosed material information PLUS significant power or influence). If 16a-1(f)=yes and NI 55-104=no, the exemption's condition 1 (person must be 'required to report... under the qualifying regulation') fails and they owed SEC Forms 3 on 3/18/26 — with zero filings on EDGAR. This is a fact-dependent judgment (GH's insider-designation practice and SEDI records decide it), and the counter-explanation — GH concluded they are NI 55-104 reporting insiders who file on SEDI — is at least equally plausible given GH filed Tu's forms through the same law firm on the exact due date, indicating counsel ran a deliberate designation analysis. SRC: [PRIMARY] GH FY2025 AIF Directors and Officers table, local file /private/tmp/claude-502/-Users-icloudabe/5ee093ce-a173-47c9-92ea-e71dfa829cc7/scratchpad/aif.txt (and /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/glas-20251231xex993.txt) | [PRIMARY] FR doc 2026-04613 condition text and footnote 10 | [PRIMARY] EDGAR CIK 1848731 ownership filings (only Tu) - [LB][high] Rescheduling instrument pinned: DOJ/DEA final rule, 91 FR 22714 (FR doc 2026-08176; AG Order No. 6754-2026, signed by Acting AG Todd Blanche, dated April 22, 2026, announced April 23), published April 28, 2026 with DATES clause 'Effective April 28, 2026.' GH's repeated MD&A statement that the order was 'effective April 22, 2026' does not match the instrument — the CFR amendments took effect on FR publication, April 28, 2026. DETAIL: The rule places in Schedule III: (1) FDA-approved drug products containing marijuana/delta-9-THC derived from the cannabis plant (other than mature stalks/seeds, outside the hemp definition), and (2) marijuana and marijuana products 'subject to a state medical marijuana license,' newly defined at 21 CFR 1300 as 'a license issued by a state entity (or by a District of Columbia entity or a federal territorial entity) authorizing the licensee to manufacture, distribute, and/or dispense marijuana or products that contain marijuana for medical purposes.' It creates an expedited DEA registration process under 21 CFR part 1301 for state medical licensees (registration auto-suspends if the state license is suspended/revoked/expires), and amends import/export permit rules (21 CFR 1312). Everything else — adult-use/recreational marijuana and any marijuana not under an FDA approval or state medical license — 'remains a schedule I controlled substance.' Legal basis asserted: the Attorney General's authority to place a drug in the schedule 'he deems most appropriate to carry out United States obligations under the Single Convention' (the 21 U.S.C. 811(d)(1) treaty pathway), which is how DOJ justified skipping notice-and-comment — the exact point now under attack in the D.C. Circuit. GH's scope description ('FDA-approved marijuana products and marijuana products regulated by a qualifying state-issued medical marijuana license') is accurate; its effective date (4/22) is not — the '4/22' is only the order's signature date. GH's Q1 MD&A risk language is otherwise notably careful and correct: 'expressly limited,' 'does not broadly legalize marijuana,' 'does not complete the broader federal rescheduling process.' SRC: [PRIMARY] https://www.federalregister.gov/documents/2026/04/28/2026-08176/schedules-of-controlled-substances-rescheduling-of-food-and-drug-administration-approved-products (API JSON + full XML saved to scratchpad fr_08176.txt; citation 91 FR 22714; docket DEA-2024-0059; 'Dated: April 22, 2026'; 'DATES: Effective April 28, 2026.') | [PRIMARY] GH Q1 2026 MD&A, scratchpad glas-20260331xexx992.txt ('effective April 22, 2026' passages) | [SECONDARY] https://www.duanemorris.com/alerts/relief_finally_dea_issues_order_expediting_cannabis_rescheduling_schedule_iii_0426.html | [SECONDARY] https://www.gibsondunn.com/dea-downschedules-state-medical-marijuana-to-schedule-iii-expedited-hearing-set-to-consider-broader-rescheduling/ - [LB][high] 280E: the rescheduling rule ITSELF states that qualifying state medical licensees 'will no longer be subject to the deduction disallowance imposed by Section 280E,' because 280E applies only to trafficking in Schedule I/II substances — but it disclaims any tax determination, and for GH the benefit is structurally limited because adult-use marijuana (the bulk of GH's California business) remains Schedule I, so 280E still applies to that trafficking. DETAIL: FR doc 2026-08176 text: 'The Acting Attorney General further notes that, as a consequence of this rule, state licensees will no longer be subject to the deduction disallowance imposed by Section 280E of the Internal Revenue Code, which applies only to businesses engaged in "trafficking in controlled substances"... Nothing in this rule constitutes a determination regarding federal tax liability, and qualifying state licensees should consult with tax counsel regarding the applicability of Section 280E to their specific circumstances.' GH's own MD&A matches the law here and is appropriately cautious: 'given the limited scope of the Rescheduling Order and the nature of the Company's operations, no assurance can be given that the Rescheduling Order will materially alter the Company's tax treatment under Section 280E' — a candid acknowledgment that GH's revenue mix is predominantly adult-use (Schedule I) rather than medical-licensed. Separately, GH restates its pre-existing aggressive position that 'we do not owe taxes attributable to the application of Section 280E' based on 'legal interpretations' (the industry-wide 280E challenge posture) — that position is independent of, and not validated by, the Rescheduling Order. Bottom line for any GH tax-angle claim: Schedule III placement relieves 280E only for activity under a qualifying state MEDICAL license; it does nothing for adult-use trafficking, and Congress could reverse even the medical relief (next finding). SRC: [PRIMARY] FR doc 2026-08176 full text (scratchpad fr_08176.txt, 280E passages quoted) | [PRIMARY] GH Q1 2026 MD&A 280E passages (scratchpad glas-20260331xexx992.txt) | [SECONDARY] https://www.natptax.com/news-insights/blog/marijuana-rescheduling-and-cannabis-tax-planning/ - [medium] S.471 and H.R.1447 — the 'No Deductions for Marijuana Businesses Act' (Sens. Ricketts and Lankford; House companion) — would amend the IRC to keep the 280E-style deduction/credit disallowance for marijuana businesses regardless of scheduling; introduced February 2025 (119th Congress), NOT enacted and no chamber passage found as of 7/9/26. DETAIL: The bills would 'maintain the prohibition on allowing any deduction or credit associated with a trade or business involved in trafficking marijuana' even after Schedule III placement, i.e., they would statutorily reverse the tax consequence of the April 2026 order (and of any broader rescheduling). Post-order, Lankford has pressed Treasury against implementing marijuana tax relief (press release on his Senate site). Reported combined sponsorship ~15 members; The Marijuana Herald's May 2026 congressional survey lists both as pending. GH's Q1 MD&A acknowledges them: 'These bills would amend the Internal Revenue Code to preserve the application of Section 280E to marijuana-related businesses even if marijuana is reclassified as a Schedule III substance.' Caveat: congress.gov and GovTrack blocked scripted access (403s), so exact latest-action text and cosponsor counts are unverified against the primary docket; no reporting found of committee markup or floor action in either chamber. SRC: [PRIMARY-linked] https://www.congress.gov/bill/119th-congress/senate-bill/471/text and https://www.congress.gov/bill/119th-congress/house-bill/1447/text (pages exist; content not fetchable — 403) | [SECONDARY] https://www.ricketts.senate.gov/news/press-releases/ricketts-lankford-introduce-bill-to-block-tax-breaks-for-marijuana-businesses/ | [SECONDARY] https://www.lankford.senate.gov/news/press-releases/lankford-raises-concerns-with-treasury-on-marijuana-tax-relief-following-federal-rescheduling/ | [SECONDARY] https://themarijuanaherald.com/2026/05/u-s-congress-every-cannabis-bill-under-consideration-in-2026-from-nationwide-descheduling-to-hemp-regulation/ - [LB][high] Judicial review IS pending: at least three petitions for review of the April order were filed in the D.C. Circuit and consolidated — SAM + National Drug & Alcohol Screening Association (filed 5/4/26), the states of Nebraska, Indiana, and Louisiana (5/22/26), and MMJ International Holdings et al. (5/28/26); a stay motion is pending with DOJ's opposition filed ~7/2/26, and no stay had been granted as of 7/9/26 — the order remains in effect. DETAIL: Petitioners' core theory is procedural: the AG used the 811(d)(1) treaty-obligation pathway to bypass formal rulemaking/notice-and-comment, which they say conflicts with NORML v. DEA (D.C. Cir. 1977) requiring formal rulemaking when choosing among treaty-compliant schedules; APA and CSA violations are also alleged. DOJ's opposition brief argues challengers 'come nowhere near' the stay standard and derides the drug-testing-industry and pharma petitioners' 'pocketbook interests.' Consequence for any GH-related assertion: the Schedule III status of state-medical-licensed marijuana is operative today but contingent — a vacatur or stay would restore Schedule I (and 280E) for state medical licensees. GH's MD&A properly discloses 'the pendency of broader rescheduling proceedings' and the order's limits. Note reporting discrepancy: NORML (6/4/26) described the state petition as 'Republican-led states'; Frantz Ward dates the NE/IN/LA joint petition 5/22/26 — treat exact filing dates as secondary-sourced. SRC: [SECONDARY] https://www.frantzward.com/two-months-out-continuing-developments-after-challenges-to-rescheduling-order-are-ongoing/ | [SECONDARY] https://norml.org/news/2026/05/07/prohibitionist-groups-file-lawsuit-challenging-attorney-generals-rescheduling-order and https://norml.org/news/2026/06/04/republican-led-states-file-lawsuit-to-overturn-cannabis-rescheduling-decision | [SECONDARY] https://themarijuanaherald.com/2026/07/doj-urges-appeals-court-to-reject-attempt-to-block-marijuana-rescheduling-order/ | [SECONDARY] https://www.ropesgray.com/en/insights/alerts/2026/06/clearing-the-haze-federal-marijuana-rescheduling-heads-to-dea-hearing-as-legal-challenges-loom - [LB][high] The June 29, 2026 expedited hearing on BROADER (adult-use) rescheduling did happen and is ONGOING as of today (7/9/26): it commenced 6/29/26 before DEA Chief ALJ Derek Julius in Arlington, VA, with the government bearing the burden as rule proponent, and must conclude no later than July 15, 2026 — no ALJ recommendation or final rule yet exists, so any claim that adult-use marijuana 'is being' or 'will be' rescheduled is speculative. DETAIL: Administrative mechanics, all pinned to primary FR documents published alongside the April order: FR doc 2026-08178 ('Notice of hearing on proposed rulemaking; withdrawal') withdrew the August 29, 2024 notice of hearing and terminated the prior (Mulrooney-era) proceedings on the May 21, 2024 NPRM; FR doc 2026-08177 noticed the NEW hearing 'beginning June 29, 2026,' with participation requests due 5/28/26, expressly under Executive Order 14370 directing completion 'in the most expeditious manner.' ALJ Julius's 6/24/26 scheduling order set the government's presentation for 6/29, a 7/3-7/6 holiday recess, and opponent presentations: NDASA 7/2, SAM 7/6, DUID Victim Voices 7/7, Kenneth Finn M.D. 7/8 — meaning as of 7/9/26 the hearing is in its final week. The hearing's scope EXCLUDES the already-completed medical rescheduling; the only question is whether the remainder of marijuana moves to Schedule III. GH's MD&A description ('expedited administrative proceedings beginning June 29, 2026' to 'consider broader rescheduling') is accurate. Separate suits over DEA's exclusion of industry participants from the hearing were also reported (mmjdaily). SRC: [PRIMARY] https://www.federalregister.gov/documents/2026/04/28/2026-08177/schedules-of-controlled-substances-rescheduling-of-marijuana (API: 'Notice of hearing on proposed rulemaking'; hearing begins 6/29/26; EO 14370) | [PRIMARY] https://www.federalregister.gov/documents/2026/04/28/2026-08178/schedules-of-controlled-substances-rescheduling-of-marijuana-withdrawal (API abstract: withdrawal/termination of prior hearing) | [PRIMARY] https://www.dea.gov/press-releases/2026/06/25/dea-hearing-proposed-marijuana-rescheduling-begins-june-29 | [SECONDARY] https://www.marijuanamoment.net/dea-judge-issues-order-laying-out-process-for-marijuana-rescheduling-hearing-starting-this-month/ and https://vicentellp.com/insights/5-things-to-know-june-29-dea-cannabis-rescheduling-hearing/ - [LB][high] LAW vs GH-CLAIMS scorecard: GH's securities-law disclosures are accurate and self-protective (it expressly claims the 3/5/26 Canada exemption for its D&Os, correctly states the HFIAA cites and dates, and correctly describes the rescheduling order's limits, the 280E uncertainty, the pending bills, and the 6/29 hearing); its one identified misstatement is the rescheduling order's effective date (4/22/26 claimed vs 4/28/26 in the instrument) — a date-precision error, not a substantive one, though it is repeated at least seven times across the Q1 MD&A. DETAIL: This matters for how any GH-related inquiry letter is framed: (a) a Section 16 delinquency accusation against Kazan/Farrar/Jocelyn Rosenwald would be affirmatively rebutted by GH citing order 34-104931 and its SEDI filings — the safe formulation is a neutral question asking GH to confirm which officers it has designated as NI 55-104 reporting insiders and that each has current SEDI filings (conditions of the exemption), and why no Section 16 filer other than the Controller exists; (b) the 'effective April 22, 2026' repetition is a checkable, objective imprecision against 91 FR 22714's DATES clause — usable as a credibility/diligence point, not as a fraud theory; (c) any 280E-benefit narrative must separate GH's medical-license-covered activity (280E relieved, effective 4/28/26, litigation-contingent) from its dominant adult-use activity (280E fully applicable; Schedule I), and note GH's separate pre-existing 'we do not owe 280E taxes' litigating position. SRC: [PRIMARY] GH Q1 2026 MD&A and FY2025 AIF/MD&A local files (scratchpad glas-20260331xexx992.txt; /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/glas-20251231xex992.txt and ...ex993.txt) | [PRIMARY] 91 FR 22714 (FR doc 2026-08176); FR doc 2026-04613 (Release 34-104931); SEC HFIAA FAQ | [PRIMARY] EDGAR CIK 1848731 ownership filings ### GAPS - SEDI compliance check for GH's exempt insiders — whether Kazan, Farrar, Vendetti, Jocelyn Rosenwald, and the other directors actually have current insider filings on SEDI (the express condition of exemptive order 34-104931). This is the ONLY remaining path to any Section 16-adjacent delinquency claim for these individuals, and also resolves whether CRO Tabsh and GC Vega were designated NI 55-104 reporting insiders (if not, they may have owed SEC Forms 3 on 3/18/26). -> sedi.ca public insider search by issuer 'Glass House Brands Inc.' (browser-driven; the site resists scripted clients — use the Interceptor/Chrome tooling), or secondary mirrors like canadianinsider.com/company?ticker=GLAS; cross-check GH's insider list in its SEDAR+ profile. Label canadianinsider results [SECONDARY] and confirm on SEDI before asserting anything. - Exact current legislative status (latest action, committee, cosponsor counts) of S.471 and H.R.1447 from the primary congressional record — congress.gov and GovTrack both returned 403 to every fetch method tried. -> Congress.gov API with a free api.congress.gov key (api.congress.gov/v3/bill/119/s/471), or a browser session on congress.gov via Interceptor; alternatively GPO govinfo.gov bill-status XML (BILLSTATUS-119s471.xml), which typically allows curl. - D.C. Circuit consolidated case number(s), the lead caption, and whether the stay motion was decided after DOJ's ~7/2/26 opposition (a granted stay would flip the operative Schedule III status of state-medical marijuana). -> CourtListener RECAP search for D.C. Circuit petitions naming 'Blanche' or 'Drug Enforcement Administration' filed May 2026 (e.g., Smart Approaches to Marijuana v. DEA); or PACER on the D.C. Circuit docket; NORML/Marijuana Moment coverage will report any stay ruling within a day. - Outcome of the ALJ hearing (concludes by 7/15/26 — six days after today) and the ALJ's recommended decision on broader adult-use rescheduling; also the Public Law number for the FY2026 NDAA to complete the HFIAA statutory cite (Section 8103 is corroborated by GH filings and firm memos but I could not open the enrolled bill text). -> Re-check dea.gov/marijuana-rescheduling-regulatory-actions and Marijuana Moment after 7/15/26 for the hearing close and post-hearing briefing schedule; for the PL number, govinfo.gov 'Public Laws 119th Congress' list or the NDAA conference report (search 'National Defense Authorization Act Fiscal Year 2026 public law number'). - Timeliness of Tu's four Forms 4 (transaction dates vs 2-business-day filing deadline) — transaction codes are M/F (option exercises/tax withholding), but I did not extract the transactionDate values. -> Re-grep the four Form 4 XMLs already identified (e.g., https://www.sec.gov/Archives/edgar/data/1848731/000110465926064033/tm2614960-1_4seq1.xml) for with a multiline-tolerant pattern; compare to filing dates 5/19, 5/20, 5/26, 6/4/2026. ## PROFORMAVERIFY - [LB][high] VERDICT: CONFIRMED — the internal inconsistency is real on the document face, and the accurate sharpened characterization is: on the exhibit's own carrying values, correct ASC 810-10-40-5 arithmetic yields a pre-tax GAIN of ~$13,601k (or $14,881k before netting the $1,280k transaction costs), not the stated $11,415k loss; the gap between the note (f) loss (-$11,415k) and the balance sheet's own equity effect (+$13,601k) is exactly $25,016k — the derecognized liabilities — proving the note (f) table used GROSS assets ($29,935k) where net assets ($4,919k) belong. DETAIL: Recomputed every figure from the SEC-hosted Ex. 99.5 (accession 0001104659-26-074968). (1) Disposition Adjustments assets: 6,671+11+724+1,865=9,271 current; +3,111+795+5,962+10,677+119 = 29,935 total assets derecognized — ties exactly. (2) Liabilities: 5,157+994+427=6,578 current; +2,208+518+15,712 = 25,016 — ties exactly. (3) Net assets = 29,935-25,016 = 4,919, which the same column confirms on its own equity row ('Total Shareholders' Equity Attributable to the Company (4,919)', decomposed as APIC -56,473 + Accumulated Deficit +51,554). (4) Note (f) table as printed: 19,800 - 29,935 - 1,280 = -11,415 — internally consistent ONLY because it labels the gross-asset total as 'Carrying value of net assets disposed.' (5) ASC 810-10-40-5 measures the deconsolidation gain/loss against the carrying amount of the former subsidiary's assets AND liabilities (net): 19,800 - 4,919 - 1,280 = +13,601 GAIN, exactly matching the pro forma balance sheet equity roll (76,868 - 4,919 + 18,520 = 90,469). The balance sheet balances (315,218 both sides) only because the actual accumulated-deficit plug is a CREDIT of 18,520 (= 19,800 - 1,280 per notes (b),(c)); it is arithmetically impossible to book an 11,415 loss against these derecognized amounts and still balance. Every number quoted in the claim ($29,935k, $25,016k, $4,919k, +$13,601k = 19,800-4,919-1,280) verified exact. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-5.htm | [SECONDARY] ASC 810-10-40-5 deconsolidation formula (FASB text not fetched; formula components — FV of consideration received + FV of retained noncontrolling investment + carrying amount of NCI, less carrying amount of former subsidiary's assets and liabilities — stated from professional knowledge) - [LB][high] All three innocent explanations proposed in the assignment FAIL on the document face: the $29,935k is not a different-date or intercompany-inclusive 'net assets' figure, and the +$13,601k equity effect is not attributable to warrant redemptions or anything else. DETAIL: (1) Different measurement date: rejected — 29,935 equals the March 31, 2026 total-assets disposition column total to the dollar, and the exhibit's final paragraph explicitly states 'the estimated loss recognized in accumulated deficit is based on the net carrying value of Glass House Retail as of March 31, 2026 rather than as of the closing date.' A June-12 net-asset figure coinciding exactly with the March-31 gross-asset total is not plausible. (2) Intercompany eliminations: rejected — no intercompany receivable springs onto the pro forma balance sheet in either adjustments column, and the exact tie to the gross-asset subtotal forecloses it. (3) Warrant redemptions: rejected — no warrant line item appears anywhere in Ex. 99.5; the +13,601 decomposes exactly into -4,919 (net assets out) + 19,800 (investment in) - 1,280 (costs accrued). (4) ASC 810-10-40-5 does not rescue the presentation — it condemns it, since the codified formula uses NET assets and liabilities. One legitimate hedge exists but is about DATE not gross-vs-net: the exhibit warns the actual loss 'may differ materially' at the June 12 closing-date carrying values, so this is an internal error in the pro forma presentation, not yet a demonstrated misstatement of actual booked results. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-5.htm - [LB][high] The note (f) narrative is confirmed grammatically incomplete, verbatim: 'The loss represents the difference between (i) the carrying value of Glass House Retail's net assets at the date control was lost and (ii) the sum of the fair value of the retained investment and was calculated as follows:' — 'the sum of ... the retained investment and [nothing]' lacks its second summand. DETAIL: Extracted from the raw HTML directly to rule out a parsing artifact. Under ASC 810-10-40-5 the missing summand would most naturally be 'the fair value of any consideration received' (the assignment's inference is reasonable, though the omitted text itself is unknowable). Notably, here the consideration to the GH parent group at closing was effectively nil in cash: per Ex. 99.3 the $2.5M purchase price was paid by a promissory note ('Purchase Note') issued by NSJB TO Glass House Retail itself — seller-financed, running to the entity being deconsolidated, not to the parent — which may explain why no consideration line appears in the note (f) loss table. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-5.htm | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm - [LB][high] All subsidiary figures quoted in the claim verify exactly: GHR FY2025 revenue removed $48,243k vs GH total $181,984k (26.5%); Q1-2026 $11,905k vs $40,515k (29.4%); 90% loss pick-up ratios (FY2025: 3,821/4,246 = 89.99%; Q1-2026: 772/858 = 89.98%); retained-investment fair value $19,800k; and the $2.5M-for-10% FMV stipulation. DETAIL: Both pro forma statements of operations recompute cleanly line-by-line (FY2025: gross profit effect -23,301; opex removed 24,040; net loss effect +4,246; pro forma column 11,415+3,821=15,236; pro forma net loss attributable -40,649. Q1-2026: -5,965 gross profit effect; +858 net loss effect; -17,046 pro forma net loss attributable). The note (e) pick-ups are exactly 90% of the removed net losses (4,246 x 0.9 = 3,821.4; 858 x 0.9 = 772.2), consistent with the 900-of-1,000-units / 90%-economics structure — even though the Non-Voting Units carry no dividend rights, GH still picks up 90% of GHR's losses in the pro formas. Ex. 99.3 Section 2.01 verbatim: NSJB purchases 'one hundred (100) Class A Units ... for an aggregate purchase price of $2,500,000 ... which the parties agree represents the fair market value of a ten percent (10%) interest in the Company as of the Closing Date,' paid via the Purchase Note. Ex. 99.1 (Material Change Report) confirms 10% economic ownership for ~US$2.5M and the Beilke/Sarris + Kazan board seats. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-5.htm | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm - [medium] Bonus valuation tension between exhibits of the same 6-K: the $19,800k fair value for the retained 90% implies a 100% equity value of $22.0M, while Ex. 99.3's party-stipulated '$2.5M = FMV of 10%' implies $25.0M — a 12% divergence within one filing, and the $2.5M 'FMV' was agreed between the parties, not independently appraised (the independent-appraisal mechanism applies only to later call/put exercises, which are at FMV 'with no discount for minority interest or lack of marketability' and payable via another 5-year note). DETAIL: 19,800/0.90 = 22,000; 2,500/0.10 = 25,000. A minority/marketability discount cannot explain the direction (the RETAINED 90% non-voting stake is valued at the LOWER implied total despite being the larger block; if anything the non-voting units should discount, which is a coherent innocent explanation for this secondary tension — flagged, not asserted as error). Also note the transaction-cost treatment: netting the $1,280k directly into the gain/loss line is a presentational choice; such costs are ordinarily expensed as incurred, a secondary quirk that does not affect the core inconsistency. This finding is context, not part of the verified claim. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-5.htm ### GAPS - The ACTUAL gain/loss GH books on deconsolidation at June 12, 2026 carrying values (the exhibit warns it 'may differ materially' from the March 31 pro forma), which determines whether the note (f) error propagates into audited/reviewed financial statements or remains confined to the unaudited pro formas. -> Watch GH's Q2-2026 interim financial statements 6-K (expected ~August 2026) on EDGAR CIK 1848731 for the recorded 'Loss (Gain) on Deconsolidation Transaction' line and its note; compare sign and magnitude against the +$13.6M gain the March 31 carrying values imply. - Whether GH or its advisors have corrected or been asked about the error — an amended 6-K, or SEC staff comment-letter correspondence (UPLOAD/CORRESP) on the NYSE-uplist review that touches Ex. 99.5. -> Periodic EDGAR full-text search (efts.sec.gov) for CIK 1848731 filings of type 6-K/A, UPLOAD, CORRESP; comment letters are typically released 20+ business days after review completion. - Verbatim FASB ASC 810-10-40-5 text (the deconsolidation formula was applied from professional knowledge; FASB codification is paywalled). Low risk — the formula is standard — but a litigation-grade citation should quote the codified text. -> FASB Accounting Standards Codification basic-view free access (asc.fasb.org, free registration), section 810-10-40-5, or quote it via a Big-4 secondary source (e.g., PwC Viewpoint / Deloitte Roadmap on consolidation) and label secondary. - What text was actually omitted from the truncated note (f) sentence — 'consideration received' is an inference from the ASC 810 formula, not observable from the document. -> Only a corrected/amended filing or issuer correspondence would reveal the intended sentence; treat the 'consideration received' characterization as inference in any work product.