# ROUND 1 DIGEST ## BASELINE - (a) Form 8-A12B: filed 2026-06-26, accession 0001104659-26-078090, registering the Subordinate Voting Shares (no par value) of Glass House Brands Inc. under Exchange Act Section 12(b) on 'New York Stock Exchange LLC'; signed by Kyle Kazan, CEO; the share description is incorporated by reference from the AIF (Ex. 99.3 to the FY2025 Form 40-F, File No. 000-56261, filed 2026-03-24); no exhibits filed. [PRIMARY] SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465926078090/tm2617943d1_8a12b.htm - (a) The 8-A12B was assigned NEW Exchange Act File No. 001-43373 (film 261125295), replacing the 40-F-era file number 000-56261 for the listed class; the NYSE CERT carries the same file number 001-43373. [PRIMARY] SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465926078090/0001104659-26-078090-index-headers.html | https://www.sec.gov/Archives/edgar/data/1848731/000087666126000571/0000876661-26-000571-index-headers.html - (a) NYSE certification: Form CERT filed 2026-06-26, accession 0000876661-26-000571 (filer = NYSE), single-page letter dated June 26, 2026: 'The New York Stock Exchange certifies its approval for listing and registration of the Subordinate Voting Shares, without par value, of GLASS HOUSE BRANDS INC., under the Exchange Act of 1934.' The letter is generic — it does NOT state which initial listing standard was applied. [PRIMARY] SRC: https://www.sec.gov/Archives/edgar/data/1848731/000087666126000571/GLAS062626.pdf - (b) Company press release June 25, 2026 07:30 ET (GlobeNewswire): SVS 'approved for listing' on NYSE; trading under ticker 'GLAS' expected at the opening of trading June 30, 2026; OTCQX trading as 'GLASF' continues only through close of market June 29, 2026; CBOE Canada listing 'GLAS.A.U' continues in parallel. Kazan quote ties the listing to 'the recent reclassification of medical cannabis to Schedule III.' No listing standard identified. [SECONDARY — company PR] SRC: https://www.globenewswire.com/news-release/2026/06/25/3317437/0/en/glass-house-brands-announces-uplist-to-nyse.html - (b) First NYSE trade date June 30, 2026 confirmed; MJBizDaily reports Glass House as the SECOND US plant-touching cannabis company to uplist to the NYSE, after Trulieve Cannabis Corp. The NYSE initial-listing standard used is NOT disclosed in the 8-A12B, the CERT, or the press release — treat as unresolved. [SECONDARY] SRC: https://mjbizdaily.com/news/second-us-cannabis-company-uplisted-to-nyse-to-begin-trading-tuesday/616683/ | https://www.independent.com/2026/06/30/santa-barbara-county-cannabis-company-uplisted-to-new-york-stock-exchange/ - (b)(g) First NYSE trading day (6/30/2026) per Yahoo Finance daily data for GLAS: open $12.60, high $13.25, low $11.68, close $13.00, volume ~1,347,800 (roughly 3-9x the prior OTCQX days' 146k-528k). [SECONDARY — exchange data via Yahoo Finance chart API] SRC: https://query1.finance.yahoo.com/v8/finance/chart/GLAS?period1=1782000000&period2=1783000000&interval=1d - (g) Post-listing price: GLAS ~$11.49-$11.50 as of July 8, 2026. Market-cap figures from secondary aggregators CONFLICT: Benzinga ~$1.07B vs ~$958M 'as of early July' (difference likely = which share classes/exchangeable units are counted); 52-week range $4.55-$13.93. Use a range, not a point figure. [SECONDARY] SRC: https://www.benzinga.com/quote/GLAS | https://finance.yahoo.com/quote/GLAS/ - (c) What GH actually announced (June 17, 2026 news release, Ex. 99.6 to 6-K accession 0001104659-26-074968): it 'applied to list' on NYSE and entered the 'Deconsolidation Transaction' — agreements 'segregating the Company's dual-use cannabis business from its medical cannabis business.' The PR itself never uses the phrase 'medical-only conversion' and does not name NSJB. [PRIMARY] SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-6.htm - (c) Operational meaning per GH's own 'Investor Sesh V' deck dated June 18, 2026 (Ex. 99.1 to 6-K accession 0001104659-26-075884): 'Glass House's remaining operations consist only of medical marijuana facilities licensed by the state of California and the DEA'; company states it 'Registered Cultivation and Production Operations With the DEA and Converted All Licenses for California Medical,' applied for an export license, planted Greenhouse 4 for hemp (initial hemp sold June 2026), and reaffirmed FY2026 guidance (~1M lbs biomass; revenue $235-245M; cost ~$111/lb; Adj. EBITDA high-$30M range). [PRIMARY as to what the company asserted] SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465926075884/tm2618338d1_ex99-1.htm - (c) INDEPENDENT primary confirmation of the license conversion — DCC Unified License Search API queried live 2026-07-09 ('Glass House', 124 records): ALL 66 active licenses are designated 'Medicinal' (65 cultivation types + processor/nursery); ZERO active 'Adult-Use' licenses; the 56 Adult-Use 'Small Outdoor' rows are all status=Canceled; 2 expired (1 Adult-Use distributor C11-series, 1 Medicinal processor). [PRIMARY — CA DCC live data] SRC: https://as-dcc-pub-cann-w-p-002.azurewebsites.net/licenses/filteredSearch?pageNumber=1&pageSize=150&searchQuery=Glass%20House - (c) Regulatory backdrop as COMPANY-ASSERTED in the 6/18 deck (not yet independently pinned to Federal Register/DEA documents): Dec 18, 2025 Trump executive order recommending cannabis rescheduling + Medicare CBD reimbursement pilot; April 2026 medical cannabis rescheduled to Schedule III by the Attorney General (making medical operations exempt from IRC 280E); expedited ALJ hearing on rescheduling recreational cannabis scheduled June 29, 2026. Label these as company statements in an SEC-furnished exhibit until independently sourced. [PRIMARY as to the assertion; underlying facts unverified] SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465926075884/tm2618338d1_ex99-1.htm - (d) Deconsolidation timeline per Form 51-102F3 Material Change Report (Ex. 99.1 to 6-K accession 0001104659-26-074968, filed 2026-06-17): date of material change June 16, 2026; news release June 17, 2026; the transaction agreements are dated June 12, 2026 and were 'later released from escrow'; the pro forma statements (Ex. 99.5) and the 6/18 deck state the Deconsolidation Transaction 'closed on June 12, 2026.' This RESOLVES the previously soft ~6/12/26 effective date — now pinned to primary sources. [PRIMARY] SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465926075884/tm2618338d1_ex99-1.htm - (d) NSJB Investments LLC IS named in public SEC documents — but in exactly ONE filing: EDGAR full-text search for 'NSJB' returns 6 hits, all within 6-K accession 0001104659-26-074968 (cover + exhibits). Ex. 99.3 is the 'Class A Unit Purchase Agreement, dated as of June 12, 2026, by and among Glass House Retail, LLC, NSJB Investments LLC and Glass House Brands Inc.' [PRIMARY] SRC: https://efts.sec.gov/LATEST/search-index?q=%22NSJB%22 | https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm - (d) NSJB Investments LLC identity from the executed agreements: a CALIFORNIA limited liability company; signed by Jared Beilke as Chief Executive Officer; notice address 5855 Topanga Cyn. Blvd, Suite 300, Woodland Hills, CA 91367 (per the member schedule in Ex. 99.2). Counterparty signatures: Kyle Kazan signed BOTH for Glass House Retail, LLC (as Manager) and for Glass House Brands Inc. (as CEO). [PRIMARY] SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm - (d) Deconsolidation terms: NSJB (the 'GHR Investor') acquired ALL Class A Voting Units of Glass House Retail, LLC = a 10% economic ownership interest, for approximately US$2.5 million. Unit ledger in the Second A&R LLC Agreement (Ex. 99.2): NSJB — 100 Class A Units; GHB Usub, LLC (Delaware sub of GH) — 900 units (styled 'Exchangeable'/Non-Voting). The Non-Voting Units carry no voting rights, no dividends, no dissolution rights, and no power to direct GHR. [PRIMARY] SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm - (d) GHR governance post-deconsolidation: 3-member board of managers — GHR Investor (NSJB) appoints TWO (Jared Beilke and Nicholas Sarris); GH's subsidiary appoints ONE (Kyle Kazan). GH's Non-Voting Units convert to Class B Common Units only after the 'Stock Exchange Permissibility Date' (when the NYSE permits listing companies that consolidate non-medical marijuana businesses, 21 U.S.C. 802); upon full conversion the Voting Units must equal no less than 10% of all units, capping GH's subsidiary at 90%. [PRIMARY] SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm - (d) Continuing GH-GHR economic ties: (1) a management services agreement under which a GH subsidiary provides consulting/advisory/administrative services to GHR for cost plus a 5% margin (capped), terminable by either party on 90 days' notice; (2) a Protection Agreement (Ex. 99.4, dated 6/12/2026, among GH, GHB USUB LLC and GHR) with covenants preserving Non-Voting Unit value; (3) GHR 'now holds the Company's former dual-use cannabis business, other than businesses the transfer of which is subject to regulatory approval,' which transfer to GHR automatically upon receipt of approval. [PRIMARY] SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm - (d)(g) GAAP treatment per the unaudited pro formas (Ex. 99.5 and 6/18 deck): derecognition of GHR's assets/liabilities on loss of control; retained investment recognized at estimated fair value; an ESTIMATED LOSS ON DECONSOLIDATION recognized in accumulated deficit; pro-forma equity also reflects early redemption of SPAC warrants completed 5/28/2026 and assumed conversion of Series D/C/B warrants. [PRIMARY] SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-5.htm | https://www.sec.gov/Archives/edgar/data/1848731/000110465926075884/tm2618338d1_ex99-1.htm - (e) Complete GH SEC filing list 2026-06-01 through 2026-07-09 (from data.sec.gov submissions JSON, pulled 7/9/2026): [1] 2026-06-04 Form 144, acc 0001104659-26-070575 (proposed sale — filer Kyle Kazan); [2] 2026-06-04 Form 4, acc 0001104659-26-070652 (insider William Tu, SVP Corporate Controller); [3] 2026-06-17 Form 6-K, acc 0001104659-26-074968 (NYSE application + GHR Deconsolidation Transaction — MCR, GHR LLC Agreement, NSJB Class A Unit Purchase Agreement, Protection Agreement, pro formas, news release); [4] 2026-06-18 Form 6-K, acc 0001104659-26-075884 ('Investor Sesh V' presentation); [5] 2026-06-26 Form 8-A12B, acc 0001104659-26-078090 (NYSE 12(b) registration of SVS); [6] 2026-06-26 CERT, acc 0000876661-26-000571 (NYSE approval certification). NO GH filings between 2026-06-27 and 2026-07-09. [PRIMARY] SRC: https://data.sec.gov/submissions/CIK0001848731.json - (f) FPI status: GH is still filing as a foreign private issuer as of 7/9/2026 — both June 6-Ks are 'Report of Foreign Private Issuer pursuant to Rule 13a-16 or 15d-16' with the Form 40-F box checked; no 8-K, 10-Q, or 10-K has ever been filed; the most recent filing of any kind is the 6/26 8-A12B/CERT. Caveat: SEC submissions JSON metadata still shows ticker 'GLASF'/exchange 'OTC' (a known metadata lag — do not cite it as evidence GLAS is not NYSE-listed). Whether GH retains FPI eligibility going forward is untested by any post-listing periodic filing. [PRIMARY] SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_6k.htm | https://data.sec.gov/submissions/CIK0001848731.json - Impeachment-hygiene note for reuse: the 6/17 PR describes GH as 'one of the fastest-growing, vertically integrated cannabis companies in the U.S.' and the 6/18 deck claims '>6m sq. ft.' cultivation footprint and 'Leading flower brand in California' (per Headset) — continue to say 'largest greenhouse cultivator by footprint,' never 'largest cannabis company.' Forbes (Yakowicz, 6/25/2026) frames it as 'America's Biggest Cannabis Greenhouse.' [PRIMARY for company claims; SECONDARY for Forbes] SRC: https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-6.htm | https://www.forbes.com/sites/willyakowicz/2026/06/25/glass-house-americas-biggest-cannabis-greenhouse-wants-to-become-the-sunkist-of-weed/ - OPEN: Which NYSE initial-listing standard GLAS qualified under (Listed Company Manual §102.01 domestic vs §103.01 worldwide/FPI standards): not stated in the 8-A12B, the NYSE CERT, or the 6/25 press release; the NYSE listing application is non-public — possible sources: NYSE daily listing actions archive, the next annual report, or an IR inquiry. - OPEN: Who owns/controls NSJB Investments LLC: only public identifiers are California LLC, CEO Jared Beilke, director-designees Jared Beilke + Nicholas Sarris, address 5855 Topanga Cyn. Blvd Ste 300, Woodland Hills CA 91367. CA SOS bizfileonline entity pull not yet run. INFERENCE (unverified): 'NSJB' may = initials of Nicholas Sarris + Jared Beilke. Also flag-but-do-not-assert: surname overlap with the 'Beilke' listed among Melendez defense counsel (Seyfarth) in prior memo AR-RES-20260707 — that identification was itself only authenticated-docket-sourced; verify before drawing any link. - OPEN: Whether the ~US$2.5M NSJB paid for 10% economic/100% voting control of GHR implies a ~$25M implied equity value for the deconsolidated retail business, and how that compares to GHR's carrying value and the disclosed 'estimated loss on deconsolidation' (dollar figures are in the pro formas' tables, which were text-stripped in this pass — pull Ex. 99.5 tables or SEDAR+ version for numbers). - OPEN: Whether GH files its next periodic report as an FPI (6-K/40-F) or domestic issuer (10-Q/8-K): FPI status is retested annually (as of the last business day of Q2 — i.e., June 30, 2026); watch the next EDGAR filing's form type; also whether a Form 25/deregistration is ever filed for the old 000-56261 file number. - OPEN: Exact composition of the 'businesses the transfer of which is subject to regulatory approval' still sitting inside GH pending automatic transfer to GHR (likely retail licenses requiring state/local ownership-change approval) — the full agreements on SEDAR+ (sedarplus.ca, GH issuer profile, material contracts) should schedule these; SEDAR+ pull not yet done. - OPEN: Independent primary sourcing for the deck's regulatory-timeline assertions: the Dec 18, 2025 executive order, the April 2026 AG rescheduling of medical cannabis to Schedule III (Federal Register cite), 280E exemption mechanics, and the outcome of the June 29, 2026 ALJ hearing on recreational rescheduling (which predates the 6/30 first trade by one day). - OPEN: Precise GLAS market cap and share count post warrant redemption/exercises (secondary sources conflict $958M vs $1.07B): pin from the pro-forma equity table or the next SVS outstanding disclosure; also confirm whether quoted caps include Equity Shares + exchangeable/MVS classes. - OPEN: Whether the OTCQX quotation of GLASF was formally ceased 6/29/2026 and Cboe Canada listing continues as GLAS.A.U (company-stated; confirm via OTC Markets and Cboe Canada records if load-bearing). - OPEN: Whether Trulieve (reported first US plant-touching NYSE lister) used the same medical-only/deconsolidation structure — relevant for characterizing GH's structure as industry-standard vs bespoke; not yet researched. ## ITEM: Item 1 — DCC citation order (Glass House Camarillo Cultivation LLC, license CCL21-0005116) - [LB][high] DCC's official 'License denials, citations, and disciplinary actions' page lists exactly one enforcement row for any Glass House entity: a 'Citation and Fine' against Glass House Camarillo Cultivation LLC, license CCL21-0005116 (Cultivation, Annual), effective 05/15/2026, citing 4 CCR § 17800 (Right of Access), 4 CCR § 15042 (Premises Access Requirements, Sign-In/Sign-Out Procedures), and BPC § 26160 (Licensee Records). DETAIL: Row captured verbatim from page HTML on 2026-07-09: 'Citation and FineCCL21-0005116Glass House Camarillo Cultivation LLCCultivationAnnual05/15/2026' followed by the three violation provisions. This HARDENS the previously soft items from AR-RES-20260707 (effective date 05/15/2026 and reg codes 17800/15042/26160 are now primary-pinned). Note: DCC indexes the action by license number; the table displays NO separate citation number and NO fine amount. SRC: [PRIMARY] https://www.cannabis.ca.gov/cannabis-laws/compliance-action-records/ (row text saved at /private/tmp/claude-502/-Users-icloudabe/5ee093ce-a173-47c9-92ea-e71dfa829cc7/scratchpad/dcc_compliance_actions.html) - [LB][high] The fine amount is $21,000, confirmed by DCC spokesperson Jordan Traverso in a June 24, 2026 email to the Ventura County Star, following a DCC investigation into complaints about underage workers at the Camarillo facility; the amount appears NOWHERE on DCC's public page and rests on press sourcing. DETAIL: VC Star (Tony Biasotti byline per aggregator), 'Glass House faces fine in state investigation of cannabis facility,' 6/25/2026; mmjdaily aggregation 6/26/2026: 'The department found the company lacked adequate procedures and documentation to verify and record worker ages on site, according to agency spokesperson Jordan Traverso... The fine appears in the department's compliance action records.' Forbes (Yakowicz, 6/25/2026) independently states the $21,000 figure. mmjdaily adds: 'The U.S. Department of Labor has also been updated with information related to the matter' (interagency-sharing lead, secondary only). SRC: [SECONDARY] https://eu.vcstar.com/story/money/business/2026/06/25/glass-house-faces-fine-in-state-investigation-of-cannabis-facility/90677507007/ (paywalled; URL pinned from mmjdaily source link) | [SECONDARY] https://www.mmjdaily.com/article/9851342/california-dcc-fines-glass-house-21-000-over-underage-worker-age-verification-failures/ | [SECONDARY] https://www.forbes.com/sites/willyakowicz/2026/06/25/glass-house-americas-biggest-cannabis-greenhouse-wants-to-become-the-sunkist-of-weed/ - [LB][high] The factual gravamen is records/access compliance — failure to maintain adequate procedures and documentation to verify and record worker ages on site, plus premises sign-in/sign-out and right-of-access deficiencies — NOT an adjudicated finding that minors worked at the facility. DETAIL: All three cited provisions are records/access rules: 4 CCR § 17800 is DCC's inspection right-of-access regulation, § 15042 is premises sign-in/sign-out procedures, BPC § 26160 is licensee record-keeping. No child-labor statute (e.g., Labor Code §§ 1290 et seq.) is cited. This confirms the standing hard constraint: say 'records/access + age-verification-procedures citation,' never 'child-labor finding.' Glass House's defense per Forbes: detained workers 'were contractors, not employees,' FLC agreements 'clearly state that anyone who comes to their facility must be at least 21'; post-raid it revamped FLC agreements and engaged Guidepost Solutions. SRC: [PRIMARY] https://www.cannabis.ca.gov/cannabis-laws/compliance-action-records/ (violation provisions) | [SECONDARY] https://www.forbes.com/sites/willyakowicz/2026/06/25/glass-house-americas-biggest-cannabis-greenhouse-wants-to-become-the-sunkist-of-weed/ | [SECONDARY] https://www.mmjdaily.com/article/9851342/california-dcc-fines-glass-house-21-000-over-underage-worker-age-verification-failures/ - [LB][high] Procedural posture: the citation is contested but NOT final — no APA Order of Decision exists, no CCAP appeal exists, and Glass House reportedly 'appealed this decision and requested a formal hearing,' which under 4 CCR § 17803(a) means an APA hearing before an OAH administrative law judge; however, DCC's own page does NOT yet mark the row as on appeal. DETAIL: Three primary negative checks 7/9/2026: (1) the compliance-actions page states 'An Order of Decision pursuant to the Administrative Procedure Act has not been issued for these matters. Compliance actions marked with an asterisk ("*") are currently on appeal' — the Glass House row carries NO asterisk while ~59 other rows do; (2) DCC 'Final decisions' page (Oct 2021–June 2026) has no Glass House/CCL21-0005116/Camarillo entry; (3) Cannabis Control Appeals Panel decisions page (through 6/29/2026) has no Glass House appeal. The 'appealed / requested a formal hearing' status is Forbes/VC Star-sourced (June 25, 2026). Refinement of the prior 'on appeal' shorthand: say 'reportedly contested via a formal-hearing request (secondary-sourced); no final decision; DCC page does not yet flag it on appeal.' Hearing date and OAH case number are not publicly available. SRC: [PRIMARY] https://www.cannabis.ca.gov/cannabis-laws/compliance-action-records/ (asterisk convention + disclaimer) | [PRIMARY] https://www.cannabis.ca.gov/cannabis-laws/final-decisions/ (no GH entry) | [PRIMARY] https://www.ccap.ca.gov/decisions/ (no GH appeal) | [SECONDARY] https://www.forbes.com/sites/willyakowicz/2026/06/25/glass-house-americas-biggest-cannabis-greenhouse-wants-to-become-the-sunkist-of-weed/ - [high] The governing citation framework is BPC § 26031.5 and 4 CCR §§ 17802-17804: DCC citations may include abatement orders and fines capped at $5,000 per violation for a licensee (each day of violation is a separate violation); a cited licensee has 30 calendar days to request an APA hearing (Gov. Code § 11500 et seq.) and, separately, 15 calendar days to request an informal conference. DETAIL: BPC § 26031.5(a): fine 'not to exceed five thousand dollars ($5,000) per violation by a licensee'; § 26031.5(c): hearing request within 30 days, 'held pursuant to the Administrative Procedure Act (Chapter 5 (commencing with Section 11500)...)'. 4 CCR § 17803(a)-(d): 30-day hearing request; 15-day informal-conference option; post-conference written decision within 15 days 'deemed to be a final order.' 4 CCR § 17802(d): uncontested unpaid fines are added to the license renewal fee and the license cannot renew without payment. Under the APA track, an OAH ALJ issues a proposed decision for the DCC Director's adoption. SRC: [PRIMARY] https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=BPC§ionNum=26031.5. | [PRIMARY] https://cdn.cannabis.ca.gov/wp-content/uploads/sites/2/2026/01/dcc_regulations_01012026.pdf (4 CCR §§ 17802-17804, pp. 214-216; local copy at /private/tmp/claude-502/-Users-icloudabe/5ee093ce-a173-47c9-92ea-e71dfa829cc7/scratchpad/dcc_regs_2026.pdf) | [SECONDARY] https://www.rogowaylaw.com/california-state-cannabis-enforcement-actions-and-discipline/ - [medium] INFERENCE: if the $21,000 figure is accurate, the citation must comprise at least five violation counts, because BPC § 26031.5 caps licensee fines at $5,000 per violation ($21,000 / $5,000 = 4.2). DETAIL: Arithmetic inference, marked as such. Plausible structures include multiple daily counts of the same provisions (each day = separate violation) or multiple counts across the three cited provisions. The exact count breakdown, per-count amounts, and the citation number are only in the citation order itself, which is not posted online — CPRA target. SRC: [PRIMARY] https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=BPC§ionNum=26031.5. (cap + per-day rule) | [SECONDARY] $21,000 figure: https://eu.vcstar.com/story/money/business/2026/06/25/glass-house-faces-fine-in-state-investigation-of-cannabis-facility/90677507007/ - [high] The citation/accusation document itself is NOT posted anywhere online: DCC's compliance-actions table contains no document links and no citation numbers, and DCC posts full 'Order of Decision' documents only on its Final Decisions page (where Glass House does not appear). DETAIL: Verified by parsing the full page HTML (1.29 MB): zero hyperlinked business-name cells; the only per-matter detail published is action type, license number, name, license type/designation, effective date, and violated sections. Custodian of the underlying record: DCC Enforcement/Legal Affairs, reachable via publicrecords@cannabis.ca.gov, P.O. Box 419106, Rancho Cordova, CA 95741-9106, 1-844-612-2322 (10-day CPRA determination). Ready-to-send CPRA paragraph is in the gaps section. SRC: [PRIMARY] https://www.cannabis.ca.gov/cannabis-laws/compliance-action-records/ (parsed HTML: 0 linked name cells) | [PRIMARY] DCC CPRA channel per DCC website / prior verified memo /Users/icloudabe/law_firm_associations/AR-RES-20260707-GLASSHOUSE_OPEN_THREADS_UPDATE_8292.md - [high] No other Glass House-affiliated licensee has any citation or pending discipline on DCC's compliance-actions page: zero entries for Mission Health Associates, Inc. (dba Glass House Farms), zero for the comma-variant 'Glass House Camarillo Cultivation, LLC' profile, and zero for any CCL25-series or C11-0001743 license. DETAIL: Full-page greps 7/9/2026: 'Mission Health' = 0 hits; 'Glass House' = 2 hits (both the single CCL21-0005116 row in duplicate plain/escaped HTML); 'CCL25-' = 0; 'C11-0001743' = 0. 'GLASSROCK, INC.' (license C10-0000215-LIC, retailer, provisional, Suspension 4/24/2024 for 4 CCR § 15010 CEQA compliance) is an unrelated retailer — name coincidence, do not conflate. SRC: [PRIMARY] https://www.cannabis.ca.gov/cannabis-laws/compliance-action-records/ (negative grep of saved HTML) - [high] The only other DCC action touching a Glass House product is a mandatory product recall dated August 16, 2024: 'Glass House Farms Cannabis Flower Pre-Rolls' (Garlic Starship, 5-count 3.5g), batch GHFGS0416MPNEW, UID 1A406030003DC49000112821, for Aspergillus flavus; packaged by Alkhemist DM LLC on/after 4/4/2024, sold on/after 4/30/2024 in 10 counties; Glass House said it would appeal, complaining 'we've gotten no information' from DCC. DETAIL: This is a product-safety recall, not license discipline, and it predates the July 2025 raid. The recall notification does not name the responsible licensee's license number; the packaging was by a third party (Alkhemist DM LLC). No 2025-2026 Glass House recall found. Outcome of the threatened recall appeal not publicly traceable. SRC: [SECONDARY reproducing PRIMARY DCC notification] https://cannabislaw.report/notification-of-mandatory-product-recall-august-16-2024-glass-house-farms-cannabis-flower-pre-rolls-pre-roll-products-due-to-the-presence-of-aspergillus-flavus/ | [SECONDARY] https://www.cannabisbusinesstimes.com/us-states/california/news/15686487/glass-house-to-appeal-dcc-recall-for-pre-roll-weve-gotten-no-information - [high] Press coverage of the $21,000 citation is thin and derivative: the Ventura County Star broke it (6/25/2026), Forbes carried it inside a feature the same day, and mmjdaily aggregated the VC Star piece (6/26/2026); no MJBizDaily, Green Market Report, SFGate, or LA Times coverage of the citation was found. DETAIL: VC Star headline: 'Glass House faces fine in state investigation of cannabis facility' (story ID 90677507007, money/business section, 6/25/2026 — URL recovered from mmjdaily's source link; article body is consent-wall/paywall-blocked to automated fetch). Forbes framing: fined '$21,000' after 'a state investigation after the federal raid,' company 'appealed this decision and requested a formal hearing.' MJBizDaily's 6/30/2026 uplisting story does not mention the citation. SRC: [SECONDARY] https://eu.vcstar.com/story/money/business/2026/06/25/glass-house-faces-fine-in-state-investigation-of-cannabis-facility/90677507007/ | [SECONDARY] https://www.forbes.com/sites/willyakowicz/2026/06/25/glass-house-americas-biggest-cannabis-greenhouse-wants-to-become-the-sunkist-of-weed/ | [SECONDARY] https://www.mmjdaily.com/article/9851342/california-dcc-fines-glass-house-21-000-over-underage-worker-age-verification-failures/ | [SECONDARY negative] https://mjbizdaily.com/news/second-us-cannabis-company-uplisted-to-nyse-to-begin-trading-tuesday/616683/ - [medium] Timeline juxtaposition (facts only): citation effective 5/15/2026; the row appears in DCC's page source beneath an HTML comment reading '6/1/2026' (apparent posting-batch marker — inference); DCC publicly confirmed the fine 6/24/2026; Glass House announced NYSE listing approval 6/25/2026 07:30 ET; first NYSE trade 6/30/2026. DETAIL: The '' comment immediately precedes the Glass House row in the page source and likely marks the update batch in which the row was published; treat as low-confidence inference on posting date. Effective date (5/15) and the DCC-confirmation date (6/24, per Traverso email) are solid. No causal or motive characterization asserted. SRC: [PRIMARY] https://www.cannabis.ca.gov/cannabis-laws/compliance-action-records/ (row + HTML comment) | [SECONDARY] https://www.mmjdaily.com/article/9851342/california-dcc-fines-glass-house-21-000-over-underage-worker-age-verification-failures/ (June 24 confirmation) | [SECONDARY] https://www.globenewswire.com/news-release/2026/06/25/3317437/0/en/glass-house-brands-announces-uplist-to-nyse.html - [low] mmjdaily's aggregation states 'The U.S. Department of Labor has also been updated with information related to the matter' — a single-source lead suggesting DCC shared citation-related information with US DOL. DETAIL: One sentence in the 6/26/2026 mmjdaily piece (sourced to VC Star); no corroboration in Forbes or any DOL record found. If true, it is the first public indication of state-federal information sharing on the age-verification matter and would connect to the still-unannounced federal child-labor probe. Treat as LOW until the VC Star original or a FOIA/CPRA return corroborates it. SRC: [SECONDARY] https://www.mmjdaily.com/article/9851342/california-dcc-fines-glass-house-21-000-over-underage-worker-age-verification-failures/ | [SECONDARY underlying] https://eu.vcstar.com/story/money/business/2026/06/25/glass-house-faces-fine-in-state-investigation-of-cannabis-facility/90677507007/ - [high] CORRECTION-CANDIDATE REFINEMENT to the standing constraint: the prior formulation '~$21,000 fine... on appeal' should be restated as 'reported $21,000 fine (DCC-spokesperson-confirmed, not on the public table), reportedly contested via a formal-hearing request; DCC's public page does not yet mark the action as on appeal and no final decision exists.' DETAIL: This is a refinement, not a contradiction: the appeal is real per two independent secondary sources quoting the company, but the only primary artifact (DCC's page, which has an explicit asterisk convention for 'currently on appeal') does not carry the marker on the Glass House row as of 7/9/2026 — most likely page lag (the row batch appears dated 6/1/2026, before the appeal was reported 6/25/2026). Re-check the page for an asterisk in ~30 days. SRC: [PRIMARY] https://www.cannabis.ca.gov/cannabis-laws/compliance-action-records/ | [SECONDARY] https://www.forbes.com/sites/willyakowicz/2026/06/25/glass-house-americas-biggest-cannabis-greenhouse-wants-to-become-the-sunkist-of-weed/ ### GAPS - The citation order itself: citation number, count-by-count violation breakdown, per-count fine amounts totaling $21,000, factual findings (dates of inspection, what records were demanded/missing, whether access was refused), inspector identity, and service date (which starts the 30-day contest clock). -> CPRA to DCC (publicrecords@cannabis.ca.gov; P.O. Box 419106, Rancho Cordova, CA 95741-9106; 1-844-612-2322). Ready-to-send paragraph: 'Pursuant to the California Public Records Act, Government Code section 7920.000 et seq., I request: (1) the citation and fine issued to Glass House Camarillo Cultivation LLC, license no. CCL21-0005116, shown on the Department's public compliance-action records with an effective date of May 15, 2026, citing California Code of Regulations, title 4, sections 17800 and 15042 and Business and Professions Code section 26160, including all pages, attachments, orders of abatement, and proofs of service; (2) any accusation, notice to comply, notice of violation, or inspection/investigation report underlying that citation; (3) any written request by the licensee for an informal conference under title 4, section 17803(b), any informal-conference decision under section 17803(d), and any written request for a hearing under section 17803(a) or Business and Professions Code section 26031.5(c), together with any notice of defense; (4) all filings, notices, correspondence, and hearing-setting documents exchanged with the Office of Administrative Hearings concerning that citation, including the OAH case number and any scheduled hearing dates; and (5) any citation, accusation, order of abatement, notice to comply, or disciplinary filing issued from July 1, 2025 to the present to any licensee using a "Glass House" name or the glasshousegroup.com contact domain, including Glass House Camarillo Cultivation LLC (and the Department record variant "Glass House Camarillo Cultivation, LLC") and Mission Health Associates, Inc. dba Glass House Farms. Please produce records electronically (PDF), provide a determination within 10 days (Gov. Code section 7922.535), cite a specific exemption for any withholding and produce all reasonably segregable portions (Gov. Code sections 7922.525, 7922.540).' - OAH case number, assigned ALJ, and hearing date for the contested citation (if the formal-hearing request was perfected), and whether an informal conference occurred first. -> Parallel PRA/records request to the Office of Administrative Hearings, General Jurisdiction Division (California Dept. of General Services), Sacramento — request case-index/calendar entries and non-exempt pleadings for any matter in which Department of Cannabis Control is complainant and Glass House Camarillo Cultivation LLC (license CCL21-0005116) is respondent, 2026 to present; plus item (4) of the DCC CPRA above. Follow-up option: call DCC public-affairs (spokesperson Jordan Traverso confirmed details to press) for the citation number. - Full text of the Ventura County Star article of June 25, 2026 (the originating report; may contain the citation number, inspection dates, and the DOL-notification detail verbatim). -> URL pinned: https://eu.vcstar.com/story/money/business/2026/06/25/glass-house-faces-fine-in-state-investigation-of-cannabis-facility/90677507007/ — consent-wall blocks automated fetch; retrieve via a real-browser session, library NewsBank/ProQuest access, or a single-article purchase. - Corroboration of the reported DCC-to-US DOL information sharing ('The U.S. Department of Labor has also been updated'), and whether it feeds the open federal child-labor probe. -> FOIA to DOL Wage & Hour Division (efoia.dol.gov) for records received from the California Department of Cannabis Control concerning Glass House entities, June 2025-present; plus a CPRA item to DCC for correspondence between DCC and any federal agency (DOL, DHS/ICE/HSI) concerning license CCL21-0005116 or the July 10, 2025 operation. A (b)(7)(A) withholding would itself confirm an open file. - Outcome of Glass House's threatened appeal of the August 16, 2024 pre-roll recall (Garlic Starship, batch GHFGS0416MPNEW), and the licensee/license number the recall attached to. -> CPRA to DCC for the mandatory-recall file and any appeal/administrative challenge concerning batch GHFGS0416MPNEW / UID 1A406030003DC49000112821 (Aug 2024-present); low priority — product-safety matter, pre-raid, packager was third party Alkhemist DM LLC. - Whether DCC's public page later marks the CCL21-0005116 row with the on-appeal asterisk, or the matter migrates to the Final Decisions page (either would be a primary-source posture update). -> Recurring re-check (monthly) of https://www.cannabis.ca.gov/cannabis-laws/compliance-action-records/ and https://www.cannabis.ca.gov/cannabis-laws/final-decisions/ — grep for 'Glass House' and 'CCL21-0005116'; saved baseline HTML from 7/9/2026 at /private/tmp/claude-502/-Users-icloudabe/5ee093ce-a173-47c9-92ea-e71dfa829cc7/scratchpad/dcc_compliance_actions.html for diffing. ### VERDICTS - CONFIRMED: DCC's official 'License denials, citations, and disciplinary actions' page lists exactly one enforcement row for any Glass House entity: a 'Citation a => DCC's official 'License denials, citations, and disciplinary actions' page lists exactly one enforcement row for any Glass House entity: a 'Citation and Fine' against Glass House Camarillo Cultivation LLC, license CCL21-0005116 (Cultivation, Annual), effective 05/15/2026, citing 4 CCR § 17800 (Right | Independently re-fetched the live page on 2026-07-09; it is byte-identical (1,292,666 bytes) to the researcher's saved copy, and the row appears verbatim as claimed: Citation and Fine | CCL21-0005116 | Glass House Camarillo Cultivation LLC | Cultivation | Annual | 05/15/2026 | 4 CCR § 17800 (Right of Access), § 15042 (Premises Access Requirements, Sign-In/Sign-Out Procedures), BPC § 26160 (License - CONFIRMED: The fine amount is $21,000, confirmed by DCC spokesperson Jordan Traverso in a June 24, 2026 email to the Ventura County Star, following a DCC investi => The fine amount is $21,000, confirmed by DCC spokesperson Jordan Traverso in a June 24, 2026 email to the Ventura County Star, following a DCC investigation into complaints about underage workers at the Camarillo facility; the amount appears NOWHERE on DCC's public page and rests on press sourcing. | Every particular survives adversarial checking. (1) $21,000: mmjdaily full text (retrieved via curl after WebFetch 403) states verbatim "California's Department of Cannabis Control fines Glass House $21,000 following an investigation into complaints about underage workers at the company's cannabis facility, the agency announced June 24"; Forbes (Yakowicz) independently states "Glass House was fine - CONFIRMED: The factual gravamen is records/access compliance — failure to maintain adequate procedures and documentation to verify and record worker ages on site => The factual gravamen is records/access compliance — failure to maintain adequate procedures and documentation to verify and record worker ages on site, plus premises sign-in/sign-out and right-of-access deficiencies — NOT an adjudicated finding that minors worked at the facility. | PRIMARY source verified live: DCC's compliance-action-records table lists the Glass House Camarillo Cultivation LLC action (Citation and Fine, CCL21-0005116, effective 05/15/2026) with exactly three provisions: 4 CCR § 17800 "Right of Access," 4 CCR § 15042 "Premises Access Requirements, Sign-In/Sign-Out Procedures," and BPC § 26160 "Licensee Records." No child-labor statute (Labor Code § 1290 et - CORRECTED: Procedural posture: the citation is contested but NOT final — no APA Order of Decision exists, no CCAP appeal exists, and Glass House reportedly 'appe => Procedural posture: the citation is contested but NOT final — no APA Order of Decision exists, no CCAP appeal exists (nor could one yet: CCAP accepts appeals only from a DCC final decision, per DCC's appeals FAQ), and Glass House, per Forbes, "has appealed the decision and requested a formal hearing | Adversarial verification substantially CONFIRMS the claim's core, but two particulars require correction for court-filing precision. Reproduced against primary sources on 7/9/2026: (1) DCC compliance-actions page raw HTML contains the disclaimer verbatim ("An Order of Decision pursuant to the Administrative Procedure Act has not been issued for these matters"; asterisk = "currently on appeal"); th ## ITEM: Item 2 — DCC ownership/control approvals: Glass House Retail deconsolidation + NSJB Investments LLC - [LB][medium] NSJB Investments LLC is a just-in-time SPV: it was registered with the California Secretary of State on June 10, 2026 — two days before the June 12, 2026 Glass House Retail deconsolidation closing. DETAIL: CA entity number B20260273635; status Active; registered agent Nicholas Wayne Sarris; principal address 5855 Topanga Canyon Blvd Ste 300, Woodland Hills, CA 91367 — identical to the NSJB notice address in the executed Class A Unit Purchase Agreement (Ex. 99.3) and the member schedule of the Second A&R GHR LLC Agreement (Ex. 99.2, both dated 6/12/2026). No EIN was on file at registration and no members/managers beyond the agent are disclosed in the aggregated record. Formation date and entity number rest on SOS-data aggregators (CA SOS bizfileonline API returned HTTP 403 to automated queries; OpenCorporates CAPTCHA-gated), so date/number need a primary SOS pull before courtroom use. SRC: [SECONDARY — SOS-data aggregator] https://dayonelead.com/california/woodland-hills/nsjb-investments | [PRIMARY — notice address match] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm - [LB][high] Both known NSJB principals — Jared W. Beilke (CEO) and Nicholas Wayne Sarris (registered agent, GHR board appointee) — are attorneys at JML Law, APLC, a plaintiff-side employment-law firm, and NSJB's principal address IS JML Law's Woodland Hills office. DETAIL: JML Law's own attorney roster lists Jared W. Beilke (Anaheim office) and Nicholas W. Sarris (Woodland Hills office); the firm self-describes as 'dedicated to representing employees in labor and employment disputes,' with its Woodland Hills office at 5855 Topanga Cyn Blvd #300, Woodland Hills, CA 91367 — the exact NSJB registered address. FindLaw lists Beilke at that same address (JML Law, business & commercial law, ~28 years experience); Super Lawyers lists Sarris as managing partner of JML's LA office (~16 years, employment law). Inference, so marked: 'NSJB' matches the principals' initials (Nicholas Sarris + Jared Beilke). Notable context given GHR now holds GH's NLRA-covered retail workforce: voting control of that employer sits with two plaintiff-side employment lawyers. SRC: [PRIMARY — firm's own roster] https://www.jmllaw.com/attorneys/ | [SECONDARY] https://lawyers.findlaw.com/california/woodland-hills/3362389_1/ | [SECONDARY] https://profiles.superlawyers.com/california/woodland-hills/lawyer/nicholas-w-sarris/fc08ec9c-ef6b-4af1-ac54-17cdabbd6114.html | [SECONDARY] https://www.lawyers.com/woodland-hills/california/nicholas-wayne-sarris-158651433-a/ - [LB][high] As of the DCC's public-database refresh of July 8, 2026 — 26 days after the June 12 closing and past the 14-calendar-day notification deadline of 4 CCR §15023(c)(1) (~June 26) — NO ownership change appears on any Glass House retail license: every active license still lists only Glass House Brands' own C-suite as owners, and no Beilke, Sarris, or NSJB appears. DETAIL: DCC Unified License Search API (backend of search.cannabis.ca.gov), queried live 7/9/2026: Bud And Bloom C10-0000044 (Farmacy Santa Ana), Farmacy SB Inc C10-0000293 (The Farmacy, Santa Barbara), The Pottery Inc C10-0000389 (LA) + C11-0000726 (distributor), Natural Healing Center LLC C10-0000388 (Grover Beach), Icann LLC C10-0000506 (Farmacy Berkeley), Sbdank LLC C10-0001124 (The Farmacy SY), Farmacy Isla Vista LLC C10-0001190 — all Active, all owner field = 'Benjamin Vega, Graham Farrar, Hilal El Tabsh, Kyle Kazan, Mark Vendetti'; Island Drift LLC C10-0001716 (Farmacy Upper State) = 'Benjamin Condron, Graham Farrar, John Price, Kyle Kazan.' Per the FY2025 AIF these are GH's CEO (Kazan), President (Farrar), CFO since 9/2021 (Vendetti), CRO since 5/2022 (El Tabsh) and GC/Corporate Secretary since 10/2022 (Vega). Business email on the records remains Retailcompliance@glasshousegroup.com; dataRefreshedDate 2026-07-08. CAVEAT: the public search surface may not display owner submissions pending DCC review — absence of change is evidence the public record is unchanged, not proof of non-notification. Raw JSON preserved at /private/tmp/claude-502/-Users-icloudabe/5ee093ce-a173-47c9-92ea-e71dfa829cc7/scratchpad/dcc_farmacy.json, dcc_pottery.json, dcc_nhc.json. SRC: [PRIMARY — CA DCC live data] https://as-dcc-pub-cann-w-p-002.azurewebsites.net/licenses/filteredSearch?pageNumber=1&pageSize=100&searchQuery=Farmacy | [PRIMARY] https://as-dcc-pub-cann-w-p-002.azurewebsites.net/licenses/filteredSearch?pageNumber=1&pageSize=100&searchQuery=Pottery | [PRIMARY] https://as-dcc-pub-cann-w-p-002.azurewebsites.net/licenses/filteredSearch?pageNumber=1&pageSize=100&searchQuery=Natural%20Healing | [PRIMARY — officer roles] FY2025 Form 40-F Ex. 99.3 (AIF), accession 0001848731-26-000015, local copy /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/glas-20251231xex993.txt - [LB][high] All Glass House retail (C10) licenses remain designated 'Adult-Use and Medicinal' — none converted to medicinal-only — which reconciles the parent's 'medical-only' framing: the license conversion covered what stayed inside GH, while the dual-use retail licenses sit with deconsolidated GHR and are still active adult-use retail. DETAIL: Live DCC data 7/9/2026: all eight GH-orbit retail licenses = 'Adult-Use and Medicinal' designation, Active, with expirations running to 2026-2027 (e.g., The Pottery C10-0000389 exp. 2027-07-08; Farmacy SB C10-0000293 exp. 2027-06-25). The Pottery Inc's C11 distributor license is designation 'Medicinal.' CORRECTION-CANDIDATE for the prior baseline: the '(c) ALL 66 active licenses are Medicinal / ZERO Adult-Use' finding was scoped to the search string 'Glass House' and therefore missed the retail licensees, which carry different legal names (Bud And Bloom, Farmacy SB Inc, Icann LLC, Sbdank LLC, Farmacy Isla Vista LLC, Island Drift LLC, The Pottery Inc, Natural Healing Center LLC). Accurate composite: GH-named cultivation/processing licenses = all Medicinal; GHR-side retail = still dual-use. SRC: [PRIMARY — CA DCC live data] https://as-dcc-pub-cann-w-p-002.azurewebsites.net/licenses/filteredSearch?pageNumber=1&pageSize=100&searchQuery=Farmacy | [PRIMARY] https://as-dcc-pub-cann-w-p-002.azurewebsites.net/licenses/filteredSearch?pageNumber=1&pageSize=100&searchQuery=Pottery - [LB][high] Glass House's own June 17, 2026 disclosure concedes that parts of the dual-use business had NOT transferred to GHR at closing: GHR holds the former dual-use business 'other than businesses the transfer of which is subject to regulatory approval,' which will transfer 'automatically and without any action' upon receipt of approval. DETAIL: Material Change Report (Ex. 99.1) and news release (Ex. 99.6) to 6-K accession 0001104659-26-074968 (filed 2026-06-17). This automatic-transfer-on-approval mechanic is a private contract term that sits in tension with 4 CCR §15023(c)'s opening rule that licenses 'are not transferrable or assignable to another person or owner' and that ownership changes require DCC vetting of new owners — DCC approval is a discretionary regulatory act, not an automatic trigger. The carve-out also supplies GH's most likely defense to the unchanged DCC records: if the licensed retail entities are among the businesses held back pending approval, the DCC owner rows would correctly still show GH personnel. Which businesses were held back is not disclosed in the public exhibits (schedules not filed). SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-6.htm - [high] Regulatory framework: 4 CCR §15023(c) requires new owners to submit owner-disclosure information within 14 calendar days of an ownership change's effective date; the business may keep operating during DCC review only if at least one existing owner remains; if ALL owners transfer out, the business 'shall not operate under the new ownership structure' until a NEW license application is approved and paid for. DETAIL: Official DCC Medicinal and Adult Use Cannabis Regulations (rev. Jan 1, 2026), §15023(c)(1): new owners submit §15002(c)(16) information within 14 days; §15023(c)(1)(A): a change in ownership occurs when a new person meets the §15003 'owner' definition; §15023(d): changes in financial-interest holders require 14-day notification under §15002(c)(15); §15023(i): submissions on form DCC-LIC-027. Applied here: because Kazan/Farrar/Vendetti/El Tabsh/Vega remain owners of the licensee entities, the continued-operation path is available — the open question is whether the 14-day owner submissions for any new GHR-level controllers were made by ~June 26, 2026. B&P §26051.5(a) independently requires applications to identify all owners. SRC: [PRIMARY — official DCC regulations PDF] https://cdn.cannabis.ca.gov/wp-content/uploads/sites/2/2026/01/dcc_regulations_01012026.pdf (§15023 at pp. 56-57; local extract /private/tmp/claude-502/-Users-icloudabe/5ee093ce-a173-47c9-92ea-e71dfa829cc7/scratchpad/dcc_regs_2026.txt) - [medium] Under 4 CCR §15003(a)(2) and (b), Jared Beilke and Nicholas Sarris likely became disclosable 'owners' of the retail licensees when NSJB took 100% of GHR's voting units and 2 of 3 GHR board seats — the definition reaches any individual who 'manages, directs, or controls the operations' regardless of equity percentage — but whether that change reached the licensee entities on June 12 is an application question, not an established fact. DETAIL: §15003(a)(2): owner includes individuals who manage, direct, or control operations, expressly including non-member managers/managing members of LLCs and officers/directors 'or their equivalent'; §15003(b): where the licensee is owned by an entity, individuals in that entity who manage/direct/control must also be disclosed as owners; §15003(c): DCC may demand disclosure or proof of non-owner status. GH's subsidiary retains 90% economics (20%+ aggregate interest under §15003(a)(1)), so GH-side owners remain regardless. MARKED AS INFERENCE/application: if the retail licensee entities are among the businesses whose transfer awaits 'regulatory approval' (per the 6/17 MCR carve-out), NSJB's control may not yet legally reach them, and no §15023 clock has started for those licenses. SRC: [PRIMARY] https://cdn.cannabis.ca.gov/wp-content/uploads/sites/2/2026/01/dcc_regulations_01012026.pdf (§15003 at pp. 21-22) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm (GHR board: NSJB appoints two — Beilke, Sarris; GH sub appoints one — Kazan) - [high] Consequences of an unapproved/unreported change: failure to notify DCC of ownership or financial-interest changes is a ground for license discipline under B&P §26030(a) (failure to comply with the division or its regulations), and operation after a total ownership change without a new approved license is unlicensed commercial cannabis activity exposed to civil penalties of up to three times the license fee per violation with each day a separate violation under B&P §26038. DETAIL: B&P §26038(a): 'civil penalties of up to three times the amount of the license fee for each violation. Each day of operation shall constitute a separate violation'; enforcement by the AG, the department, participating agencies, or city/county counsel. B&P §26030(a): grounds for discipline include 'Failure to comply with the provisions of this division or any rule or regulation adopted pursuant to this division' (non-exhaustive list). Realistic exposure profile here is the §26030 disciplinary path (late or missing DCC-LIC-027 notification), NOT automatic unlicensed status, because at least one pre-change owner remains on every retail license. SRC: [PRIMARY] https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=BPC§ionNum=26038 | [PRIMARY] https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=BPC§ionNum=26030 - [medium] There is no public record that DCC approved — or was even notified of — the GHR/NSJB ownership change: DCC publishes no ownership-change notifications or approvals, and none of its public surfaces (Unified License Search, disciplinary-actions postings) reflects the transaction as of July 9, 2026. DETAIL: DCC's public license search shows only the current approved owner roster (unchanged, per the 7/8/2026 refresh); ownership-modification submissions (form DCC-LIC-027) and their dispositions are internal agency records reachable only by CPRA request. Neither GH's 6/17 MCR, the 6/18 investor deck, the executed agreements, nor any press coverage located (MJBizDaily and its republishers) states that DCC was notified or approved the change — the MJBizDaily-sourced coverage makes no mention of DCC at all. This is an absence-of-record finding, not a finding of violation. SRC: [PRIMARY — absence across DCC public surfaces] https://as-dcc-pub-cann-w-p-002.azurewebsites.net/licenses/filteredSearch?pageNumber=1&pageSize=100&searchQuery=Farmacy | [SECONDARY — no DCC mention in press] https://cannabislaw.report/glass-house-separates-cultivation-from-adult-use-cannabis-retail-files-for-nyse-uplisting/ | [PRIMARY — no DCC mention in company disclosure] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm - [high] Who signs for GHR: Kyle Kazan signed the June 12, 2026 deconsolidation agreements on BOTH sides — for Glass House Retail, LLC as 'Manager' and for Glass House Brands Inc. as CEO — and post-closing GHR is governed by a 3-member board of managers: Jared Beilke and Nicholas Sarris (NSJB appointees) plus Kazan (GH-subsidiary appointee); no other GHR officer appears in any public record, and DCC license records still name only GH executives. DETAIL: Signature blocks in Ex. 99.2 (Second A&R GHR LLC Agreement) and Ex. 99.3 (Class A Unit Purchase Agreement); board composition per the 51-102F3 MCR (Ex. 99.1); Jared Beilke signed the agreements for NSJB as its Chief Executive Officer. Secondary press corroboration (MJBizDaily via Cannabis Law Report republication): 'California business records identify NSJB Investments' CEO as Jared Beilke. He, Nicholas Sarris and Glass House Brands founder and CEO Kyle Kazan are all on the board of GHR.' 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_ex99-1.htm | [SECONDARY] https://cannabislaw.report/glass-house-separates-cultivation-from-adult-use-cannabis-retail-files-for-nyse-uplisting/ - [medium] No overlap was found between NSJB's principals/agent/address and the known Glass House orbit (Kazan, Farrar, the Rosenwalds, Hulgreen, Beach Front Property Management, Jon Neu, or GH's 3645 Long Beach Blvd HQ) — the JML Law nexus is a genuinely new third-party node, though its plaintiff-side employment-law character is itself notable given GHR holds the retail workforce. DETAIL: Soft negative: 5855 Topanga Canyon Blvd, Woodland Hills is JML Law's office, not a BFPM/Long Beach address; Beilke and Sarris appear nowhere in the FY2025 AIF officer/director roster or Note 18 related-party disclosures; searches pairing Beilke/Sarris with Glass House return only the deconsolidation coverage. This weighs toward 'independent third party' on paper — the open questions are who funded the $2.5M and why an employment-law firm's partners took voting control of a cannabis retail chain days after forming an SPV at their own law office. SRC: [PRIMARY — AIF roster/related-party check] FY2025 Form 40-F Ex. 99.3, accession 0001848731-26-000015 (local copy /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/glas-20251231xex993.txt) | [PRIMARY — firm address] https://www.jmllaw.com/attorneys/ | [SECONDARY] https://dayonelead.com/california/woodland-hills/nsjb-investments - [low] VERIFICATION FLAG (do not assert): a prior authenticated-LASC-docket note in the local memo lists 'Beilke' among counsel entries in Melendez v. Glass House Camarillo Cultivation (LASC 23STCV31068); if that is the same Jared W. Beilke, the 'third-party investor' principal had prior litigation involvement in a Glass House employment case — but the identification is unverified and the memo itself marks it SOFTENED. DETAIL: /Users/icloudabe/law_firm_associations/AR-RES-20260707-GLASSHOUSE_OPEN_THREADS_UPDATE_8292.md line 248: 'Defense-counsel identities/substitution dates (Seyfarth Shaw / Beilke / Knotz; Ogletree; Hatmaker/Porte) are authenticated-docket-only, uncontradicted but not independently verified.' No 'Knotz' appears on JML Law's roster, and JML is plaintiff-side, so the docket 'Beilke' may be a different person (grouped with Seyfarth Shaw defense entries). Treat strictly as a to-verify lead via the LASC register of actions before any use. SRC: [SECONDARY — internal memo citing authenticated LASC session] /Users/icloudabe/law_firm_associations/AR-RES-20260707-GLASSHOUSE_OPEN_THREADS_UPDATE_8292.md (line 248) | [PRIMARY — no Knotz at JML] https://www.jmllaw.com/attorneys/ - [high] The only other GH-brand retail license found, Natural Healing Center LLC (C10-0000388, Grover Beach), matches the same pattern: Active, 'Adult-Use and Medicinal,' owners = the same five GH executives — extending the unchanged-ownership finding across the Farmacy/Pottery/NHC retail footprint. DETAIL: DCC Unified License Search, 7/9/2026: Natural Healing Center, LLC, C10-0000388, Active, Adult-Use and Medicinal, owners 'Benjamin Vega, Graham Farrar, Hilal El Tabsh, Kyle Kazan, Mark Vendetti,' Grover Beach. (A separate expired event-organizer license CEO14-0000013-LIC shows former owner Helios Dayspring — the pre-acquisition NHC owner, convicted in an unrelated bribery matter — not relevant to current ownership.) Note: press describes GH's retail as ~10 stores; the eight C10 licenses found under Farmacy/Pottery/NHC search strings may not be exhaustive of every storefront brand — delivery or co-located licenses could exist under other entity names. SRC: [PRIMARY — CA DCC live data] https://as-dcc-pub-cann-w-p-002.azurewebsites.net/licenses/filteredSearch?pageNumber=1&pageSize=100&searchQuery=Natural%20Healing | [SECONDARY — 10-store count] https://glasshousebrands.com/retail/ ### GAPS - Primary CA Secretary of State record for NSJB Investments LLC (entity B20260273635): Articles of Organization, formation date confirmation, and the Statement of Information (which will list members/managers and reveal whether Beilke/Sarris hold NSJB personally or as nominees). SOI is due within 90 days of formation (~by 9/8/2026). -> Manual search at bizfileonline.sos.ca.gov (the site CAPTCHA/403-blocks automated clients; a human browser session succeeds) and download the free filed images; or order certified copies from CA SOS Business Programs Division, 1500 11th St, Sacramento (Business Entities Records Order Form BE-Records). - Whether DCC was notified of, and approved, any ownership change on the retail licenses: DCC-LIC-027 business-modification submissions, §15002(c)(16) owner-disclosure packages, and §15002(c)(15) financial-interest-holder updates for licenses C10-0000044, C10-0000293, C10-0000388, C10-0000389, C10-0000506, C10-0001124, C10-0001190, C10-0001716, and C11-0000726, from 2026-06-01 to present, with dispositions. -> California Public Records Act request to the Department of Cannabis Control (publicrecords@cannabis.ca.gov / DCC Public Records Coordinator, 2920 Kilgore Rd, Rancho Cordova CA 95670), describing the records as 'all Licensee Notification and Request Forms (DCC-LIC-027), owner and financial-interest-holder submissions, and Department responses/approvals for the listed license numbers since June 1, 2026.' Expect Gov. Code §7929.000-series exemption redactions of personal data but not of the fact/date of submission. - The schedules to the June 12, 2026 agreements identifying which businesses were carved out as 'subject to regulatory approval' (i.e., which retail licensee entities did NOT transfer to GHR at closing) — dispositive of whether the §15023 14-day clock has even started for the DCC licenses. -> SEDAR+ (sedarplus.ca, Glass House Brands Inc. profile) material-contract filings, which sometimes include schedules omitted from the EDGAR 6-K exhibits; failing that, a records/discovery subpoena to Glass House Brands Inc. or GHB Usub, LLC in any pending litigation, or a shareholder books-and-records demand (GH is a BC corporation — BCBCA s.46 records access). - Whether the LASC docket 'Beilke' in Melendez v. Glass House Camarillo Cultivation (23STCV31068) is Jared W. Beilke of JML Law, and any appearance by Sarris or JML Law in that or other Glass House employment litigation. -> LASC Case Access (lacourt.ca.gov/casesummary, case 23STCV31068) — Register of Actions/Party tabs are free; purchase counsel-bearing filings (~$4.75/doc), e.g., answers, substitutions of attorney, and the 11/4/2025 Hyun declaration; cross-check counsel names against CA State Bar profiles (apps.calbar.ca.gov). - Local (city/county) cannabis permit change-of-owner approvals for the dispensary locations — Santa Barbara, Santa Ana, Grover Beach, Berkeley, Los Angeles (DCR), Goleta/Isla Vista (SB County) — which have their own owner-change approval regimes independent of DCC. -> CPRA requests to each local licensing authority (e.g., LA Department of Cannabis Regulation records@dcr.lacity.org; City of Santa Barbara Community Development cannabis program; City of Grover Beach cannabis permit office) for owner-change applications/approvals on the GH-brand storefronts since June 1, 2026. - Source of NSJB's $2.5M purchase price and beneficial ownership behind the SPV (whether Beilke/Sarris are principals or nominees for an undisclosed funder). -> Not publicly available (FinCEN BOI reports are non-public). Vehicles: discovery subpoena to NSJB Investments LLC c/o registered agent Nicholas Wayne Sarris, 5855 Topanga Canyon Blvd Ste 300, Woodland Hills CA 91367 in any proceeding where the deconsolidation is at issue; DCC's §15002(c)(16) owner-vetting file via CPRA (funding-source disclosures are required for owner applications, though likely redacted); or the forthcoming CA SOS Statement of Information. ### VERDICTS - NULL (verifier died): NSJB Investments LLC is a just-in-time SPV: it was registered with the California Secretary of State on June 10, 2026 — two days before the June 12, 2 - CONFIRMED: Both known NSJB principals — Jared W. Beilke (CEO) and Nicholas Wayne Sarris (registered agent, GHR board appointee) — are attorneys at JML Law, APLC, => Both known NSJB principals — Jared W. Beilke (CEO) and Nicholas Wayne Sarris (registered agent, GHR board appointee) — are attorneys at JML Law, APLC, a plaintiff-side employment-law firm, and NSJB's principal address IS JML Law's Woodland Hills office. | Every element verified against primary sources, several stronger than the researcher's citations. (1) JML affiliation: the firm's own roster lists both (Beilke–Anaheim, Sarris–Woodland Hills), and the California State Bar — the licensing regulator — independently confirms Jared Wesley Beilke #195698 (Active, admitted 6/1998, address of record 'JML Law, 2400 E. Katella Ave., Suite 440, Anaheim, CA - NULL (verifier died): As of the DCC's public-database refresh of July 8, 2026 — 26 days after the June 12 closing and past the 14-calendar-day notification deadline of 4 CC - NULL (verifier died): All Glass House retail (C10) licenses remain designated 'Adult-Use and Medicinal' — none converted to medicinal-only — which reconciles the parent's ' - CONFIRMED: Glass House's own June 17, 2026 disclosure concedes that parts of the dual-use business had NOT transferred to GHR at closing: GHR holds the former du => Glass House's own June 17, 2026 disclosure concedes that parts of the dual-use business had NOT transferred to GHR at closing: GHR holds the former dual-use business 'other than businesses the transfer of which is subject to regulatory approval,' which will transfer 'automatically and without any ac | Verified directly against EDGAR. 6-K accession 0001104659-26-074968 (filed 2026-06-17, CIK 1848731) contains Ex 99.1 (Form 51-102F3 Material Change Report, material change date 6/16/26) and Ex 99.6 (news release dated 6/17/26); both contain the quoted language VERBATIM: GHR "now holds the Company's former dual-use cannabis business, other than businesses the transfer of which is subject to regulat ## ITEM: Item 3 — ASC 810 consolidation analysis for the GHR deconsolidation - [LB][high] GH's documented accounting treatment is FULL ASC 810 deconsolidation on 'loss of control': derecognition of all GHR assets/liabilities, recognition of the retained investment at an estimated fair value of $19.8 million, and an estimated pre-tax loss on deconsolidation of $11.415 million. DETAIL: Unaudited pro formas (Ex. 99.5 to 6-K acc. 0001104659-26-074968, filed 2026-06-17; repeated in the 6/18/26 'Investor Sesh V' deck, Ex. 99.1 to acc. 0001104659-26-075884): adj. (a) 'derecognition of the assets and liabilities of Glass House Retail... as a result of the loss of control'; adj. (b) 'recognition of the Company's retained investment... at its estimated fair value as of the deconsolidation date' ($19,800k); adj. (f) loss calc: FV of investment $19,800k less 'carrying value of net assets disposed' $29,935k less direct transaction costs $1,280k = pre-tax loss $(11,415)k, zero tax benefit. Deconsolidated GHR scale: FY2025 revenue $48,243k (26.5% of GH's $181,984k); Q1-2026 revenue $11,905k; GHR retains $6,671k cash. GH nowhere states the going-forward method by name (equity method vs. other) and nowhere discloses whether the voting-interest model or the VIE model of ASC 810 was applied to conclude non-consolidation. Transaction closed June 12, 2026 (agreements dated 6/12/26, 'later released from escrow'; material change 6/16/26; announced 6/17/26). SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-5.htm (acc. 0001104659-26-074968) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926075884/tm2618338d1_ex99-1.htm (acc. 0001104659-26-075884) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm (Form 51-102F3 MCR) - [LB][high] NSJB paid the entire $2.5 million 'Investment Amount' for 100% of GHR's voting units by issuing a promissory note to Glass House Retail itself — no cash passed at closing and no consideration flowed to Glass House Brands at all. DETAIL: Class A Unit Purchase Agreement (Ex. 99.3) §2.01: 100 Class A Units for '$2,500,000... which the parties agree represents the fair market value of a ten percent (10%) interest'; 'The Investor shall issue a promissory note (the "Purchase Note") to the Company [GHR]... in the original principal amount of the Investment Amount.' §2.03(a): at Closing 'the Investor shall issue to the Company the Purchase Note' — the only payment deliverable. §3.01(b): on any Call Right exercise 'The Company shall offset any amounts owed under the Purchase Note, including all accrued interest, when paying the Repurchase/Put Price.' The Purchase Note's form, rate, amortization, and recourse terms are NOT filed. Consistently, the pro forma loss calc contains no consideration-received line and GH's pro forma balance sheet shows no note receivable. ASC 810 implications (labeled analysis, not a documented conclusion): equity investments financed by the entity or its related parties generally do not count as 'equity investment at risk' (810-10-15-14(a)), and a party 'that received its interests as a contribution or a loan from the reporting entity' is a de facto agent under 810-10-25-43 — at the moment of closing GHR was still GH's consolidated subsidiary. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm (UPA §§2.01, 2.03, 3.01(b)) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-5.htm (loss calc, no consideration line) - [LB][high] GH's own pro formas book GH's 'share of net loss of Glass House Retail' at exactly 90% going forward — treating GH as holder of 90% of GHR's economics for income-statement purposes while the same units are described as 'non-participating' with 'no right to receive Distributions of any kind' for control purposes. DETAIL: Pro forma adj. (e) ('the Company's estimated share of net loss... based on... the Company's expected ownership interest following the Deconsolidation Transaction'): FY2025 $3,821k of GHR's $4,246k net loss = 89.99%; Q1-2026 $772k of $858k = 89.98% (ratios computed from the face of Ex. 99.5). This loss pick-up pattern is the signature of equity-method-style accounting at a 90% interest. Contrast: LLC Agreement §3.01(c) — Exchangeable Units 'carry no right to receive Distributions of any kind, whether in cash, in kind, or upon liquidation, unless and until converted'; §11.03 — no liquidation proceeds. The UPA recital and Protection Agreement recital nevertheless describe Holdings' 900 units as 'a ninety percent (90%) economic interest.' The tension — 90% economics acknowledged for measurement, zero participation asserted for control — is the central economics-criterion fact (ASC 810-10-25-38A(b): obligation to absorb losses/right to receive benefits that could potentially be significant). SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-5.htm (adj. (e), (d)) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm (LLC Agmt §§3.01(c), 5.01, 11.03) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-4.htm (Protection Agmt recitals) - [LB][high] The transaction documents contain explicit drafted-to-the-accounting-conclusion clauses stating the no-control provisions are 'essential to achieving and maintaining' GAAP deconsolidation 'specifically, ASC 810' — alongside a covenant package that gives GH/Holdings sole-discretion consent over 27 categories of GHR action. DETAIL: LLC Agreement §6.06: 'this Section 6.06 is essential to achieving and maintaining GAAP deconsolidation.' Protection Agreement §5.01(c): parties agree the no-control provisions 'are essential to achieving and maintaining the deconsolidation... under U.S. GAAP (specifically, ASC 810), and each party agrees to take all actions... necessary or appropriate to preserve such deconsolidation'; §5.01(d) directs that anything construable as control 'shall be interpreted narrowly.' Yet Protection Agmt §2.01(a)-(aa) requires Holdings' consent 'in Holdings' sole and absolute discretion' for: any debt >$500k; ANY issuance of units/options/profits interests; any merger or sale of substantially all assets; dissolution/bankruptcy; any related-party transaction with the Investor >$100k; adopting/amending ANY equity incentive plan; officer/key-employee compensation increases beyond ordinary course; any loan to any officer/employee; geographic expansion outside CA; any encumbrance on units — violations are 'void ab initio.' §4.07: GHR may not issue ANY press release without Holdings' prior written approval. §4.08: GHR 'shall not make any filing with any Governmental Authority in connection with this Agreement... without the prior written consent of Holdings.' Art. IV: monthly CFO-certified financials, annual audit by a nationally recognized firm, quarterly compliance certificates, 4x/year inspections incl. 'internal controls and operations' investigations and access to senior personnel. LLC Agmt §6.04 adds unanimous-board approval (incl. GH's designee Kazan) for amendments, M&A, dissolution, unit issuance, asset sales, debt >$500k. Whether these are 'protective' vs 'participating' rights under ASC 810-10-25-* is the drafted battleground. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-4.htm (Protection Agmt §§2.01, 4.07, 4.08, 5.01) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm (LLC Agmt §§6.04, 6.06) - [LB][high] The 'third-party investor' NSJB Investments LLC is fronted by two plaintiff-side attorneys from the same Woodland Hills employment/PI law firm (JML Law, APLC), NSJB's notice address is JML Law's office, and NSJB's CEO Jared Beilke simultaneously signed as Chief Executive Officer of Glass House Retail itself. DETAIL: Documented: NSJB is a California LLC; Jared Beilke signed the UPA and LLC Agreement as NSJB's CEO; NSJB's designated GHR managers are Beilke and Nicholas Sarris; NSJB's notice address per LLC Agmt Exhibit A = 5855 Topanga Cyn. Blvd, Suite 300, Woodland Hills, CA 91367. Beilke also signed the Protection Agreement for GLASS HOUSE RETAIL, LLC as 'Chief Executive Officer' on the same date (6/12/26). Kyle Kazan signed on every other side: GHR as Manager (UPA, LLC Agmt), GH as CEO, GHB Usub as Manager. Secondary: 5855 Topanga Canyon Blvd #300 is the published office of JML Law, APLC (employment/personal-injury firm); Jared W. Beilke (CalBar #195698) and Nicholas W. Sarris (CalBar #242011) are both listed JML Law attorneys. INFERENCE (labeled): 'NSJB' matches the initials Nicholas Sarris + Jared Beilke. No documented prior relationship between JML Law/Beilke/Sarris and GH/Kazan was found in public sources — related-party status under ASC 810-10-25-43 is an open question, but the de-facto-agent prong (interest financed by a loan from the entity) does not depend on it. Neither attorney has any disclosed cannabis-retail operating history, bearing on who actually directs the activities that most significantly impact GHR's performance. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm (signature blocks) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-4.htm (Beilke signs as GHR CEO) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm (Exhibit A member/notice addresses; manager designations) | [SECONDARY] https://www.yelp.com/biz/jml-law-aplc-woodland-hills-2 (JML Law address) | [SECONDARY] https://www.law360.com/firms/jml-law/attorneys/jared-w-beilke/cases | [SECONDARY] https://www.law360.com/firms/jml-law/attorneys/nicholas-sarris | [SECONDARY] http://members.calbar.ca.gov/fal/Licensee/Detail/195698 | [SECONDARY] https://apps.calbar.ca.gov/attorney/Licensee/Detail/242011 - [high] NSJB's economics are contractually capped at $25,000 per month in distributions during the Interim Period, and both a call (GH-side) and a put (NSJB-side) exist over 100% of NSJB's units at appraised fair market value, with the repurchase price payable by a 5-year note and offset against NSJB's unpaid Purchase Note. DETAIL: LLC Agmt §5.01(b) and Protection Agmt §3.02: 'Distributions to holders of Class A Units shall not exceed $25,000 (the Monthly Distribution Cap)' — max $300k/yr cash yield on a $2.5M note-funded position; unpaid amounts do not carry over by default. UPA Art. III: after the Triggering Event Date (= 'Stock Exchange Permissibility Date,' i.e., when NYSE permits listing companies consolidating non-medical marijuana businesses, 'as such date is reasonably determined by Parent'), the Company/Holdings/designee may CALL all Class A Units, and the Investor may PUT all Class A Units, in each case at 'Fair Market Value... with no discount for minority interest or lack of marketability' set by an independent appraiser; §3.03 permits payment via a 5-year 'Repurchase/Put Note'; the call closing offsets the Purchase Note balance. Protection Agmt §7.01 terminates the covenants on call exercise. LLC Agmt §3.05: on conversion NSJB is topped up to 10% of all units 'without further consideration' (GH capped at 90%). Kick-out rights: NSJB designates 2 of 3 GHR managers while it holds >50% of Class A; GH's one manager (Kazan) is barred from voting on 'Reserved Operational Matters' (annual budget/business plan, officer appointment/removal, officer compensation) per §6.02(c). ASC 810 relevance (labeled analysis): the fair-value call/put with note-offset means NSJB's realistic exposure to GHR losses and its upside are both narrow — bearing on whether NSJB's equity absorbs expected losses/receives expected residual returns, and whether GH's call is a variable interest conveying eventual reacquisition of the voting interest. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm (UPA Art. III, 'Repurchase/Put Price' def.) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm (LLC Agmt §§3.05, 5.01(b), 6.02) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-4.htm (Protection Agmt §§3.02, 7.01) - [high] The pro forma exhibit contains an apparent internal inconsistency: the stated $11.415M 'loss on deconsolidation' uses $29,935k — the amount shown as total ASSETS derecognized — as 'carrying value of net assets disposed,' even though the same balance sheet also derecognizes $25,016k of liabilities (net assets $4,919k), and the balance sheet's net equity effect is a POSITIVE $13,601k. DETAIL: Ex. 99.5 pro forma balance sheet (as of 3/31/26): Disposition Adjustments column removes total assets $29,935k and total liabilities $25,016k (net assets removed $4,919k, matching the -$4,919k equity effect via APIC -$56,473k / accumulated deficit +$51,554k); Pro Forma Adjustments add the $19,800k investment, $1,280k accrued costs, and +$18,520k to accumulated deficit; total equity attributable to GH rises from $76,868k to $90,469k (+$13,601k — arithmetically a gain-shaped outcome: $19,800 - $4,919 - $1,280 = +$13,601). The note (f) loss table instead computes $19,800 - $29,935 - $1,280 = $(11,415) 'pre-tax loss on sale,' labeling $29,935 as 'carrying value of net assets disposed.' The two presentations differ by exactly the $25,016k of derecognized liabilities. Note (f)'s narrative sentence is also grammatically incomplete as filed ('the difference between (i) the carrying value... and (ii) the sum of the fair value of the retained investment and was calculated as follows') — the customary 'consideration received' component is missing from both the sentence and the table. The exhibit itself warns the actual loss 'may differ materially.' This is a documented facial inconsistency in a furnished SEC exhibit; which figure survives into the audited/reviewed FY2026 statements is a key open item. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-5.htm (balance sheet + note (f); arithmetic computed from the face of the document) - [high] The filed transaction documents are internally incomplete: the LLC Agreement defines 'Applicable Premium Trigger Event' and 'Profits Interest' by reference to the Unit Purchase Agreement, but the filed UPA contains neither term; the Protection Agreement defines 'Elevated Cap,' 'Pre-Order Cap,' and 'Standard Cap' by reference to Section 3.02(a)-(c) subsections that do not exist in the filed version; and the Consulting Services Agreement and Purchase Note are not filed at all. DETAIL: LLC Agmt (Ex. 99.2) definitions: ''Applicable Premium Trigger Event' has the meaning set forth in the Unit Purchase Agreement'; ''Profits Interest' has the meaning set forth in the Unit Purchase Agreement' — zero occurrences of either term in the filed UPA (Ex. 99.3). Protection Agmt (Ex. 99.4) definitions point 'Elevated Cap' to §3.02(b), 'Pre-Order Cap' to §3.02(a), 'Standard Cap' to §3.02(c), and 'Repurchase Right' to §2.01(d) — but filed §3.02 has no subsections and no such caps (only the flat $25,000 cap), and §2.01(d) is the indebtedness covenant ('Repurchase Right' is actually invoked in §2.01(c) 'as defined below' with no definition following). These orphaned cross-references indicate either (i) executed side documents/schedules not furnished to the SEC (e.g., a premium-priced call/put trigger, a management profits-interest, a graduated distribution-cap schedule), or (ii) filing of a cut-down draft rather than the executed version. The CSA (cost + 5% margin 'subject to a cap,' cap amount undisclosed, 90-day termination) and the Purchase Note (rate, amortization, recourse undisclosed) are described but unfiled — both are central ASC 810 inputs (services power; equity at risk). 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 (MCR describing CSA terms) - [medium] Glass House Retail's sole named initial officer in the executed LLC Agreement is Jennifer Barry — Glass House Brands' own VP/SVP of Retail — as Chief Executive Officer, while NSJB principal Jared Beilke signed the same-day Protection Agreement as GHR's 'Chief Executive Officer.' DETAIL: LLC Agmt Exhibit B 'INITIAL OFFICERS' lists exactly one row: 'Chief Executive Officer — Jennifer Barry.' Secondary sources consistently identify Jennifer (Jen) Barry as Glass House Group/Brands' Vice President then Senior Vice President of Retail (ex-Green Thumb Industries VP Retail; ex-Nordstrom/Anthropologie); a Glass House IR management-bio URL for her (ir.glasshousebrands.com/management/jennifer-barry/) is indexed by search engines but now returns 404 (page currency unresolved — she may have transferred to GHR with the retail business). Same-day signature conflict: Protection Agreement executed for GHR by '/s/ Jared Beilke, Title: Chief Executive Officer' while the LLC Agreement and UPA were executed for GHR by Kazan as Manager. Bearing on the ASC 810-10-25-38A power criterion: day-one management of the deconsolidated retail business is GH's legacy retail executive, GH provides consulting/advisory/administrative services under the unfiled CSA, and Protection Agmt §5.01(b) simultaneously requires GHR to operate 'with management independent from Parent and Holdings.' Whether Barry remained a GH officer or moved wholly to GHR requires confirmation. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm (Exhibit B) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-4.htm (Beilke GHR-CEO signature; §5.01(b)) | [SECONDARY] https://www.retailcustomerexperience.com/news/jen-barry-tapped-as-retail-vp-for-glass-house-group/ | [SECONDARY] https://www.bloomberg.com/profile/person/22388378 | [SECONDARY] https://rocketreach.co/jennifer-barry-email_110483175 - [high] GH's FY2025 audited financial statements already apply the exact ASC 810 doctrine that cuts against its GHR position: GH consolidates real-estate entities as VIEs in which it holds no controlling equity because it 'possesses the power to direct activities through various agreements' and 'thus holds a controlling financial interest.' DETAIL: FY2025 consolidated financials (Ex. 99.2 to Form 40-F, acc. 0001848731-26-000015, filed 3/24/26), VIE note: 'The table below summarizes information for entities that primarily hold real estate assets used in the Company's operations. The Company has concluded these entities to be VIEs as the Company possesses the power to direct activities through various agreements. Through these agreements, the Company can significantly impact the VIE and thus holds a controlling financial interest.' (Aggregate consolidated-VIE balances at 12/31/25: total assets $8,182k; total liabilities $16k.) The stated accounting policy recites the full ASC 810 VIE framework (power + obligation to absorb losses/right to receive benefits potentially significant to the VIE) and commits GH to reassess primary-beneficiary status 'on an ongoing basis.' Symmetry point (labeled analysis): GH's own policy accepts that contractual arrangements without voting control convey ASC 810 consolidation; for GHR, GH holds 90% of economics plus a services agreement plus 27 sole-discretion consent categories, yet concludes the opposite. The FY2026 reassessment of GHR under this same policy is the pressure point. SRC: [PRIMARY] Form 40-F FY2025, acc. 0001848731-26-000015, Ex. 99.2 (local copy /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/glasf-20251231_d2.txt; live at https://www.sec.gov/Archives/edgar/data/1848731/000184873126000015/) - [high] GH's auditor is Macias Gini & O'Connell LLP (MGO), PCAOB ID 324, Irvine, California, GH's auditor since 2020; its March 24, 2026 unqualified opinion covers only FY2025/FY2024, includes no ICFR audit and no critical-audit-matters section, and nothing from MGO covers the June 2026 deconsolidation — the pro formas are unaudited management estimates. DETAIL: FY2025 audit report (in Ex. 99.2 to the 40-F): opinion on consolidated balance sheets as of 12/31/2025 and 2024 under US GAAP; 'The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting'; 'We have served as the Company's auditor since 2020'; signed 'Macias Gini & O'Connell LLP, Irvine, California, March 24, 2026, PCAOB ID Number 324.' The report contains no critical-audit-matter discussion (whether via EGC exemption or otherwise is undisclosed — a question-list item, not an asserted violation). MGO's consent is Ex. 99.9 to the 40-F (consent to use of the 3/24/26 report and to 'Experts' reference in the AIF). No MGO-issued document post-dates 3/24/26 on EDGAR; the deconsolidation pro formas are expressly 'unaudited,' 'based on preliminary estimates and assumptions,' 'subject to change.' As an FPI filing 6-Ks, GH's interim financials are not subject to Form 10-Q auditor-review certification requirements; the first MGO-covered presentation of the deconsolidation will be the FY2026 audit (~March 2027) unless a registration statement intervenes. SRC: [PRIMARY] Form 40-F FY2025 acc. 0001848731-26-000015, Ex. 99.2 (audit report) and Ex. 99.9 (consent) — local copies /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/glasf-20251231_d2.txt and glas-20251231xex999.htm | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-5.htm ('unaudited... preliminary estimates') - [high] MGO is PCAOB-registered and inspected; its most recent inspection (2024, released July 24, 2025) reviewed two issuer audits and classified one as an audit with multiple Part I.A deficiencies (Goodwill, Going Concern, Revenue/Accounts Receivable), with no incorrect-opinion findings and no independence findings. DETAIL: PCAOB Release No. 104-2025-125 (2024 inspection of Macias Gini & O'Connell LLP, headquartered Los Angeles): firm was principal auditor for 18 issuer audit clients (2024) with 7 engagement partners; 2 audits reviewed; 'Audits with an Incorrect Opinion: None'; 'Audits with Multiple Deficiencies: Issuer A - Materials' (deficiencies in financial statement and ICFR audit areas: goodwill, going concern, revenue and AR; the firm's post-issuance monitoring had reviewed the same areas without catching them); 'Audits with a Single Deficiency: None'; Part I.C independence: 'We did not identify any instances of potential non-compliance.' Prior inspection: 2022 (Release 104-2023-139, Aug 10, 2023). Relevance: MGO is a small-issuer-focused, cannabis-experienced firm; the deconsolidation judgment will be evaluated in a firm environment PCAOB has already flagged for evidence-sufficiency deficiencies in judgment-heavy areas. SRC: [PRIMARY] https://assets.pcaobus.org/pcaob-dev/docs/default-source/inspections/reports/documents/104-2025-125-maciasgini.pdf (PCAOB Release 104-2025-125) | [PRIMARY] https://assets.pcaobus.org/pcaob-dev/docs/default-source/inspections/reports/documents/104-2023-139-maciasgini.pdf - [high] A second, separate retail structure is pending: on April 9, 2026 GH agreed with Vireo Growth Inc. to form a 50/50 'Retail Joint Venture' into which the parties would contribute their California dispensary operations (with 5-year call/put rights), and GH's June 18 deck still lists 'Completion of Glass House's California Retail JV' as excluded from guidance — six days AFTER the same dispensary business was purportedly handed to NSJB's voting control. DETAIL: Q1 2026 unaudited interim financials (Ex. 99.1 to 6-K acc. 0001848731-26-000025, filed 5/13/26), Note 20 Subsequent Events: 'On April 9, 2026, Glass House Brands Inc. entered into certain agreements with Vireo Growth Inc... to form a retail-focused strategic arrangement (the "Retail Joint Venture") to acquire and operate cannabis dispensaries in California... the parties will contribute their respective California dispensary operations to the Retail Joint Venture in exchange for equal ownership interests... call and put rights between the parties that become exercisable after five years. As of March 31, 2026, no assets or liabilities have been contributed.' The 6/18/26 deck excludes from FY2026 guidance 'the Completion of Glass House's California Retail JV.' INFERENCE (labeled): any contribution of GHR's dispensaries to the Vireo JV would require Holdings' consent under Protection Agmt §2.01(e) (sale/transfer of substantially all assets, sole discretion), meaning GH retains gatekeeping power over the deconsolidated business's most significant contemplated strategic transaction — direct evidence for the ASC 810 power analysis. Whether GH or GHR/NSJB is now the 'party' to the Vireo arrangement is undisclosed. Note: the same Q1 note pins the DOJ/DEA 'Rescheduling Order' (medical marijuana to Schedule III) to April 23, 2026 — firming the baseline's soft 'April 2026' company assertion. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000184873126000025/glas-20260331xexx991.htm (Q1 2026 FS, Note 20; acc. 0001848731-26-000025) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926075884/tm2618338d1_ex99-1.htm (guidance exclusion) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-4.htm (§2.01(e)) - [high] Mapped against ASC 810-10, the documented structure implicates at least five specific tests, each turning on facts GH has not published: (1) sufficiency of equity at risk given the seller-financed $2.5M; (2) de-facto-agent/related-party aggregation for NSJB; (3) the power criterion given GH-provided services, GH-legacy management, and the Reserved Operational Matters carve-outs; (4) protective-vs-participating characterization of the 27-category consent regime; and (5) the economics criterion given GH's 90% loss absorption. DETAIL: Analysis of documented terms — all characterizations are inference, none asserts a GAAP violation: (1) VIE status, 810-10-15-14(a): the only voting equity ($2.5M) was 100% financed by a note to the entity itself; if excluded from 'equity investment at risk,' GHR has ~zero at-risk equity and is a VIE by definition; 15-14(b)(1) power and 15-14(c) disproportionality (GH: 90% economics, ~0 votes; NSJB: 100% votes, 10% capped economics) point the same way. (2) 810-10-25-43(a): a party receiving its interest 'as a... loan from the reporting entity' is a de facto agent; if aggregated, the related-party tiebreaker (25-44, 'most closely associated') weighs GH's design role, 90% economics, services agreement, and business continuity. (3) Power, 25-38A(a): activities most significantly impacting a dispensary chain's performance (merchandising, pricing, store ops, licensing) are run day-one by GH's legacy retail CEO with GH-subsidiary services under the unfiled CSA; NSJB's board majority is two employment-law attorneys; but the LLC Agmt strips GH's manager of budget/officer/comp votes — the drafted answer is 'NSJB has power,' the substantive answer is unresolved. (4) Consent rights over debt >$500k, ANY equity issuance, comp beyond ordinary course, related-party deals >$100k, press releases, and government filings exceed typical creditor-style protective rights and resemble participating rights; if participating, even the voting model defeats NSJB control. (5) Economics, 25-38A(b): GH absorbs 90% of losses per its own pro formas. Supporting anti-abuse frame: 810-10-15-14(c) and the transaction's stated purpose (NYSE listing eligibility) make 'design of the entity' analysis (810-10-25-*) central. SRC: [PRIMARY] Documented terms per acc. 0001104659-26-074968 Exs. 99.1-99.5 (cited in prior findings); ASC 810-10-15-14, 25-38A, 25-43/44 (FASB codification, framework applied as labeled inference) - [high] The forensic-accountant question list for GH/MGO comprises fourteen questions, each answerable only from unfiled documents or workpapers. DETAIL: (1) Which ASC 810 model (voting-interest vs VIE) was applied to conclude loss of control on 6/12/26 — produce the consolidation memo. (2) Was GHR's equity investment at risk deemed sufficient under 810-10-15-14(a) when the sole voting holder's $2.5M was financed by a Purchase Note to GHR itself? What are the note's rate, amortization, security, and recourse (to NSJB only, or to Beilke/Sarris personally)? How much cash has NSJB actually paid to date? (3) Was NSJB evaluated as a de facto agent under 810-10-25-43(a) (interest received via loan from the entity)? What diligence was done on relationships among Beilke, Sarris, JML Law, Kazan, and GH? (4) How was the 27-category consent regime (Protection Agmt §2.01) classified as protective rather than participating — specifically officer compensation, any equity issuance, $500k debt, $100k related-party transactions, press-release and government-filing approval? (5) What activities were identified as most significantly impacting GHR's economic performance, and who directs each, given initial CEO Jennifer Barry's GH history and the CSA? (6) Produce the CSA: scope, fee cap, personnel — do GH employees run GHR day-to-day? (7) Explain the orphaned terms: what are the executed 'Applicable Premium Trigger Event,' 'Profits Interest,' and 'Elevated/Pre-Order/Standard Cap' provisions, and do unfiled side letters exist? (8) Reconcile the $11.415M loss (computed off $29,935k gross assets) with the $4,919k net assets removed and the +$13,601k pro forma equity effect — will actual accounting show a gain? Where is consideration received in the calc? (9) Who valued the retained interest at $19.8M, by what method, and how is it consistent with the $2.5M/10% 'fair market value' agreement and the $25k/month distribution cap? (10) What is the going-forward method — equity method at 90%? How is significant influence (or more) consistent with the no-direction representations? What are the impairment triggers? (11) What DCC/local change-of-ownership approvals existed on 6/12/26 when the escrowed agreements were released — did control legally transfer before regulators approved new ownership of the C10 retail licenses? (12) Did MGO consult on or preclear the deconsolidation (national office memo, SEC pre-clearance)? Has the audit committee — chaired by co-founder Jocelyn Rosenwald, labeled independent — reviewed the related-party aspects? (13) Who is GHR's counterparty-side signatory for the pending Vireo Retail JV, and does its consummation require Holdings' consent? (14) Why does the FY2025 audit report contain no critical audit matters — is GH claiming EGC status, and if so on what basis? SRC: [PRIMARY] Derived from documents cited in findings 1-13 (acc. 0001104659-26-074968; acc. 0001104659-26-075884; acc. 0001848731-26-000015; acc. 0001848731-26-000025; PCAOB Release 104-2025-125) ### GAPS - Executed Consulting Services Agreement (CSA), Purchase Note, and complete versions of the UPA/Protection Agreement resolving the orphaned defined terms ('Applicable Premium Trigger Event,' 'Profits Interest,' 'Elevated/Pre-Order/Standard Cap,' 'Repurchase Right') -> SEDAR+ (sedarplus.ca) → issuer profile 'Glass House Brands Inc.' → document types 'Material contracts' and 'Material change report' filed June 2026 (NI 51-102 s.12.2 requires material contracts to be filed; the MCR says the agreements 'are available on SEDAR+'); if absent, written request to GH General Counsel/Corporate Secretary Benjamin Vega, (562) 264-5078 (contact published in the MCR), and complaint to BCSC/OSC re incomplete material-contract filing - NSJB Investments LLC formation date, Articles of Organization, Statement of Information (members/managers), and whether it existed before the June 2026 transaction -> CA SOS bizfileonline.sos.ca.gov manual browser search (the JSON API is Imperva-blocked to scripted clients — returns 403); order certified copies of the Articles and all Statements of Information online (~$1-$5/document) - DCC and local change-of-ownership approval records for Glass House Retail's C10 retailer licenses (would show the approved owner roster — NSJB/Beilke/Sarris — and approval DATES, testing whether all 'Regulatory Approvals' existed at the June 12 escrow release/closing) -> California Public Records Act request to publicrecords@cannabis.ca.gov: all ownership-change notifications/approvals (Bus. & Prof. Code §26057; 4 CCR §15023) for Glass House Retail, LLC and its C10-series retail licenses (Farmacy/Pottery/NHC locations), Jan-Jul 2026; parallel PRA requests to the local licensing authorities (e.g., Santa Barbara, Long Beach, LA) for the same - GHR's post-deconsolidation audited annual financials, monthly CFO-certified statements, and quarterly compliance certificates (all required to be delivered to GH under Protection Agreement Art. IV — proving GH's continuing informational control and quantifying GHR's actual performance) -> Not public; obtainable via subpoena duces tecum to Glass House Brands Inc./GHB Usub, LLC in any pending litigation (LASC 26STCV10838), or via SEC Enforcement request referencing the TCR (Apr. 19, 2026 submission) — GH is contractually guaranteed possession of these documents - The actual (non-pro-forma) accounting: the loss/gain figure, the going-forward method (equity method vs other), and the ASC 810 basis GH ultimately discloses for non-consolidation — plus resolution of the $11.4M-loss vs +$13.6M-equity inconsistency -> Watch EDGAR CIK 1848731 for the Q2 2026 interim financial statements 6-K (due ~mid-August 2026 based on the May 13 Q1 pattern) — its deconsolidation note is the first definitive statement; then the FY2026 40-F/10-K (~March 2027) for the MGO-audited version; set an EDGAR RSS/API poll on https://data.sec.gov/submissions/CIK0001848731.json - MGO engagement partner identity and audit-tenure detail for the FY2025 audit (and any Form AP for other GH-related engagements) -> PCAOB AuditorSearch database (pcaobus.org/resources/auditorsearch) — search issuer 'Glass House Brands' for Form AP filings by Macias Gini & O'Connell LLP (PCAOB ID 324) - Vireo Growth Inc.'s side of the April 9, 2026 California Retail Joint Venture — its disclosure would identify whether the GH-side contributing party is GH or GHR/NSJB and the JV's ownership mechanics -> EDGAR full-text search (efts.sec.gov/LATEST/search-index?q=%22Glass+House%22&dateRange=custom&startdt=2026-04-01&enddt=2026-07-09) scoped to Vireo Growth Inc. filings, plus Vireo's SEDAR+ profile (MCR/material contracts April 2026) - Jennifer Barry's current employer (GH vs GHR) and the disposition of GH's retail workforce — bearing on the 'management independent from Parent' representation -> GH's 2026 management information circular when filed on SEDAR+ (officer list); Wayback Machine capture of ir.glasshousebrands.com/management/ pre- and post-June 2026 (live page now 404s); LinkedIn profile monitoring; or deposition/discovery in pending litigation ### VERDICTS - NULL (verifier died): GH's documented accounting treatment is FULL ASC 810 deconsolidation on 'loss of control': derecognition of all GHR assets/liabilities, recognition of - NULL (verifier died): NSJB paid the entire $2.5 million 'Investment Amount' for 100% of GHR's voting units by issuing a promissory note to Glass House Retail itself — no ca - NULL (verifier died): GH's own pro formas book GH's 'share of net loss of Glass House Retail' at exactly 90% going forward — treating GH as holder of 90% of GHR's economics - NULL (verifier died): The transaction documents contain explicit drafted-to-the-accounting-conclusion clauses stating the no-control provisions are 'essential to achieving - NULL (verifier died): The 'third-party investor' NSJB Investments LLC is fronted by two plaintiff-side attorneys from the same Woodland Hills employment/PI law firm (JML La ## ITEM: Item 4 — The Glass House Retail transaction documents - [LB][high] The entire public record of the GHR deconsolidation on EDGAR is one Form 6-K (accession 0001104659-26-074968, filed 2026-06-17) with exactly six exhibits, and the prior 403 is resolved — every exhibit was retrieved in full on 2026-07-09 with a proper User-Agent. DETAIL: Exhibit list: Ex. 99.1 Form 51-102F3 Material Change Report; Ex. 99.2 Second Amended and Restated LLC Agreement of Glass House Retail, LLC (dated 6/12/2026); Ex. 99.3 Class A Unit Purchase Agreement (6/12/2026, GHR / NSJB Investments LLC / Glass House Brands Inc.); Ex. 99.4 Protection Agreement (6/12/2026, GHB / GHB Usub, LLC / GHR); Ex. 99.5 Unaudited Pro Forma Financial Statements; Ex. 99.6 news release (plus one jpg graphic). The Form 8-A12B (accession 0001104659-26-078090, filed 2026-06-26) contains a single document (tm2617943d1_8a12b.htm) and NO exhibits — the share description is incorporated by reference from the AIF. Full text copies saved locally at /private/tmp/claude-502/-Users-icloudabe/5ee093ce-a173-47c9-92ea-e71dfa829cc7/scratchpad/ghr/ (6k, ex99-1 through ex99-6, .htm + .txt). SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/0001104659-26-074968-index.htm | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_6k.htm (exhibit index) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926078090/ (8-A12B file list — single document) - [LB][high] NSJB paid nothing in cash at closing: the US$2.5 million 'Investment Amount' for 100% of GHR's voting units was paid by NSJB issuing a promissory note (the 'Purchase Note') to GHR, and that note — its interest rate, maturity, amortization, and any security — is not filed anywhere and is publicly undisclosed. DETAIL: UPA §2.01: Investor purchases 100 Class A Units for aggregate price of $2,500,000, 'which the parties agree represents the fair market value of a ten percent (10%) interest'; 'The Investor shall issue a promissory note (the "Purchase Note") to the Company, dated as of the Closing Date and in the form agreed to between the Company and the Investor, in the original principal amount of the Investment Amount.' §2.03(a): at Closing 'the Investor shall issue to the Company the Purchase Note.' §5.02(f) contains a 'Sufficient Funds' rep even though payment is by note. The note's rate is referenced only indirectly (§3.03: the Repurchase/Put Note bears 'interest at the same rate as set forth in the Purchase Note'). The Ex. 99.5 pro formas contain NO note receivable from NSJB and the figures 2,500/$2.5 appear nowhere in them. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm (UPA §§2.01, 2.03, 3.03, 5.02(f)) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-5.htm (pro formas — no $2.5M receivable) - [LB][high] The UPA contains a full round-trip unwind: after a 'Triggering Event Date' whose occurrence is 'reasonably determined by Parent' (GH itself), GHR/Holdings can CALL all of NSJB's units and NSJB can PUT them, at fair market value with no minority or marketability discount, with the price payable by offsetting the unpaid Purchase Note or by issuing a new 5-year note — so the entire transaction can be reversed with little or no cash ever moving (the near-cashless characterization is inference from the offset + note-payment mechanics). DETAIL: UPA Art. III: Call Right (§3.01) and Put Right (§3.02), each for all-and-not-less-than-all Class A Units at the 'Repurchase/Put Price' = FMV determined by a nationally recognized appraiser (AAA-selected if no agreement), 'with no discount for minority interest or lack of marketability'; closing within 30 days of notice (longer if regulatory approvals needed, in the Company's sole discretion for the Call); §3.01(b): 'The Company shall offset any amounts owed under the Purchase Note, including all accrued interest, when paying the Repurchase/Put Price'; §3.03: option to pay with a 'Repurchase/Put Note' payable over 5 years at the same rate as the (unfiled) Purchase Note. LLC Agreement definitions: 'Triggering Event Date' means the 'Stock Exchange Permissibility Date' — the date the NYSE first permits listing companies that consolidate adult-use marijuana businesses (21 U.S.C. §802), 'as such date is reasonably determined by Parent.' Separately, Holdings may then convert its 900 Exchangeable Units 1:1 into Class B voting units (LLC §3.04), with an anti-dilution floor keeping Class A at no less than 10% (LLC §3.05). SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm (UPA Art. III) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm (LLC Agreement definitions and §§3.04–3.05) - [LB][high] The filed governance architecture leaves GH with pervasive negative control while formally disclaiming control: NSJB appoints 2 of 3 managers, but Holdings holds sole-discretion veto over ~22 categories of GHR action, distributions to NSJB's class are capped at $25,000/month, and both the LLC Agreement and Protection Agreement state the no-control provisions are 'essential to achieving and maintaining' GAAP (ASC 810) deconsolidation. DETAIL: LLC Agreement: 3-manager board — NSJB designates 2 (Jared Beilke, Nicholas Sarris; right drops to 1 if NSJB falls to ≤50% of Class A, UPA §4.01), Holdings designates 1 (Kyle Kazan); during the Interim Period the Holdings Manager cannot vote on 'Reserved Operational Matters' (annual plan/budget, officer appointment/removal/compensation) (§6.02(c)); quorum requires at least one Investor Manager (§6.03(b)); unanimous-manager approval needed for amendments, M&A, dissolution, unit issuances, debt >$500k, asset sales, or anything impeding conversion (§6.04); GHR initial CEO = Jennifer Barry (Exhibit B). Protection Agreement §2.01(a)–(v): Holdings consent 'in its sole and absolute discretion' required for (among others) distributions above the $25,000 Monthly Distribution Cap (§3.02), any related-party transaction between GHR and NSJB/affiliates over $100,000, any encumbrance on units, equity plans, new debt >$500k, out-of-California expansion, bankruptcy filings; zero distributions to Holdings during the Interim Period (§3.03); Parent/Holdings get specific performance without bond (§6.01); Agreement terminates on (i) completed Conversion Event, (ii) Call Right buyout of all Class A Units, or (iii) mutual consent (§7.01). LLC §6.06 / PA §5.01(c): parties 'acknowledge and agree' these provisions are essential to GAAP deconsolidation (ASC 810 expressly named). LLC §6.07: managers and affiliates may pursue competing opportunities with no duty to offer them to GHR. UPA §8.01: CA law, AAA arbitration in Los Angeles. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm (LLC Agreement Arts. VI–VII, Exhibits A–B) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-4.htm (Protection Agreement Arts. II–VII) - [LB][high] Disclosure-gap inventory — at least seven transaction documents are referenced in the filed agreements but filed nowhere on EDGAR (confirmed by full-text search), and the most significant, the Consulting/Management Services Agreement, falls squarely in NI 51-102 s.12.2(2)'s 'external management or administration agreements' category, which is expressly ineligible for the ordinary-course exemption from Canadian material-contract filing. DETAIL: Referenced but not filed: (1) the Purchase Note — UPA §§2.01/2.03(a) ('in the form agreed to between' the parties; rate/maturity undisclosed); (2) the Consulting Services Agreement (CSA)/'MSA' — GH sub provides management, consulting, advisory and administrative services to GHR at cost + 5% margin subject to a cap, 90-day termination either way (MCR; UPA §2.03(c) closing deliverable and §8.02 entire-agreement clause; LLC §13.03 'Each Member represents that it has received and reviewed the CSA'; PA §5.02) — the MCR says the LLC Agreement, UPA and Protection Agreement 'are available on SEDAR+' but conspicuously omits the CSA from that list; (3) the escrow arrangement — MCR: agreements were 'later released from escrow'; no escrow agreement filed; (4) the senior secured lender's consent/confirmation of non-triggering of Change of Control provisions, a closing condition (UPA §7.01(c)) — the facility is the $50M senior secured credit facility of 2/28/2025 with 'certain U.S.-based banks' (unnamed even in the FY2025 40-F MD&A, Ex. 99.2 to accession 0001848731-26-000015); (5) the conveyance/contribution instruments moving GH's dual-use business INTO GHR (MCR: GHR 'now holds the Company's former dual-use cannabis business,' with pending pieces auto-transferring on regulatory approval — the instruments are unnamed and unfiled); (6) the form of Repurchase/Put Note (UPA §3.03); (7) the 'Prior Agreement' (GHR's first A&R LLC agreement, LLC recitals). EDGAR full-text search confirms exhaustion: 'GHB Usub' (19 hits), 'NSJB' (6), 'Jared Beilke' (4), 'Purchase Note'+Glass House (2), 'Consulting Services Agreement'+'Glass House Retail' (3) — every 2026 hit is inside accession 0001104659-26-074968. Disclosure rules arguably requiring filing: NI 51-102 s.12.2 (material contracts; s.12.2(2) exempts ordinary-course EXCEPT six categories including external management/administration agreements and financing agreements correlated to distributions); the 51-102F3 MCR Item 7 (Omitted Information) was answered 'Not applicable'; on the US side the 6-K furnishes 'material information' the issuer publishes under home-jurisdiction rules, so the SEC hook is derivative of the Canadian obligation. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm (MCR Items 5, 7) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm (UPA §§2.03, 7.01(c), 8.02) | [PRIMARY] https://efts.sec.gov/LATEST/search-index?q=%22GHB%20Usub%22 and companion FTS queries run 2026-07-09 | [PRIMARY] NI 51-102 s.12.2 unofficial consolidation, https://www.osc.ca/sites/default/files/2024-04/ni_20230609_51-102_unofficial-consolidation.pdf | [PRIMARY] FY2025 40-F Ex. 99.2 MD&A (accession 0001848731-26-000015), local copy /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/glas-20251231xex992.txt (senior secured credit facility, $50M, 2/28/2025–2/28/2030, WSJ prime +1.25%, 'certain U.S.-based banks') - [high] The executed agreements contain multiple dangling cross-references indicating a materially different earlier draft: the Protection Agreement defines 'Pre-Order Cap' (§3.02(a)), 'Elevated Cap' (§3.02(b)) and 'Standard Cap' (§3.02(c)) but the filed §3.02 has no subsections — only a flat $25,000 cap; 'Repurchase Right' is defined by reference to §2.01(d) (the debt covenant) and used in §2.01(c) 'as defined below' with no definition below; and the LLC Agreement defines 'Applicable Premium Trigger Event' and 'Profits Interest' as having 'the meaning set forth in the Unit Purchase Agreement' when neither term appears anywhere in the filed UPA. DETAIL: Verified by exhaustive term search of the filed texts: 'Applicable Premium' = 0 hits in Ex. 99.3; 'Profits Interest' = 0 hits in Ex. 99.3 (each = 1 hit, definition only, in Ex. 99.2); 'Pre-Order Cap'/'Elevated Cap'/'Standard Cap' each appear exactly once (definitions only) in Ex. 99.4; 'Final Order Date' (defined as the date DOJ issues a final order rescheduling adult-use marijuana to Schedule III) is defined in both Ex. 99.2 and Ex. 99.4 but never used operatively in either. INFERENCE (labeled as such): the drafting history included tiered distribution caps and premium/profits-interest economics that were stripped before execution, or a different version of the UPA exists containing those definitions — either way the drafts/prior versions are discoverable and the filed set is internally incomplete on its face. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-4.htm (definitions vs §3.02 as filed) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm (dangling UPA cross-references) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm (absence of the referenced terms) - [high] The pro formas quantify the accounting: GH recognized its retained GHR investment at a $19.8M estimated fair value against $29.935M carrying value of net assets disposed plus $1.28M direct transaction costs, for an estimated pre-tax and after-tax loss on deconsolidation of $(11.415)M, with the transaction stated to have 'closed on June 12, 2026.' DETAIL: Ex. 99.5 note (f): 'Fair value of investment in Glass House Retail $19,800 / Less: Carrying value of net assets disposed 29,935 / Less: Direct transaction costs 1,280 / Pre-tax loss on sale (11,415) / Estimated tax benefit — / Estimated after-tax loss on sale $(11,415)' (thousands). Pro forma balance sheet as of 3/31/2026 removes ~$29.9M of GHR assets (incl. $6.671M cash, $10.677M intangibles) and adds the $19.8M investment line. INFERENCE (labeled): the same filing prices 10% of GHR at $2.5M FMV (implying ~$25M for 100%, ~$22.5M for the retained 90%) while recognizing the retained 90% at $19.8M — the two valuations imbedded in one filing differ by roughly $2.7M, and no note receivable for the $2.5M appears. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-5.htm - [high] Date architecture of the transaction: all three filed agreements are dated June 12, 2026 and were 'later released from escrow'; the 51-102F3 states the date of material change as June 16, 2026; the news release issued June 17, 2026; and the pro formas state the transaction 'closed on June 12, 2026' — a four-day executed-to-effective window whose escrow terms are unfiled. DETAIL: MCR Item 2: 'June 16, 2026'; Item 5: agreements 'entered into' June 12 '(which were later released from escrow)'; Item 7 Omitted Information: 'Not applicable'; Item 8 executive officer contact: Benjamin Vega, General Counsel and Corporate Secretary, (562) 264-5078. Ex. 99.5: 'the Deconsolidation Transaction which closed on June 12, 2026.' The escrow instructions/agreement governing what conditions triggered release between 6/12 and 6/16 are not filed on EDGAR. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-5.htm - [medium] NSJB Investments LLC's notice address in the filed member schedule — 5855 Topanga Cyn. Blvd, Suite 300, Woodland Hills, CA 91367 — is the law-office address of Jared Wesley Beilke (California Bar #195698, JML Law, A Professional Law Corporation, business/commercial/employment practice), the same Jared Beilke who signed for NSJB as its CEO and sits as one of its two GHR board designees. DETAIL: Primary: LLC Agreement Exhibit A lists 'NSJB Investments LLC — Class A Units — 100 — 5855 Topanga Cyn. Blvd, Suite 300, Woodland Hills, CA 91367'; signature blocks show '/s/ Jared Beilke, CEO' on both the LLC Agreement and UPA; NSJB's board designees are Jared Beilke and Nicholas Sarris. Secondary: FindLaw lists Jared W. Beilke at JML Law, 5855 Topanga Cyn. Blvd. Suite 300, Woodland Hills CA 91367 (28 years experience); CalBar licensee #195698 'Jared Wesley Beilke.' INFERENCE (labeled): 'NSJB' plausibly reads as the initials of Nicholas Sarris + Jared Beilke; and the 'third-party investor' that took 100% voting control of GH's retail arm appears to be a two-person vehicle run from a solo/small-firm law office rather than an institutional buyer. Kyle Kazan signed on BOTH sides of every agreement (Manager of GHR, Manager of GHB Usub, CEO of GH). SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm (Exhibit A, signature pages) | [SECONDARY] https://lawyers.findlaw.com/california/woodland-hills/3362389_1/ (JML Law, same suite address) | [SECONDARY] https://apps.calbar.ca.gov/attorney/Licensee/Detail/195698 (Jared Wesley Beilke #195698) - [medium] Canadian-side status: the 51-102F3 affirms the LLC Agreement, Class A Unit Purchase Agreement, and Protection Agreement 'are available on SEDAR+ ... and are incorporated herein by reference,' but SEDAR+ itself could not be machine-verified this session (Radware bot-gate on sedarplus.ca), so whether GH also filed the CSA/MSA, the Purchase Note, or the escrow terms as NI 51-102 Part 12 material contracts on SEDAR+ remains unverified. DETAIL: Direct curl and WebFetch of sedarplus.ca both returned bot-interstitials (302 to validate.perfdrive.com / ShieldSquare); the Chrome extension was not connected for a real-browser pull. The MCR's own enumeration (only the three agreements said to be on SEDAR+) plus the CSA's fit within NI 51-102 s.12.2(2)(e) 'external management or administration agreements' frames the precise question for a manual SEDAR+ pull: material-contract filings for Glass House Brands Inc. dated June 2026. Note NI 51-102 s.12.3 requires material contracts to be filed no later than the time the issuer files its next periodic disclosure — so the clock runs at latest to GH's Q2-2026 filings. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm (MCR Item 5 SEDAR+ availability sentence) | [PRIMARY] NI 51-102 ss.12.2–12.3, https://www.osc.ca/sites/default/files/2024-04/ni_20230609_51-102_unofficial-consolidation.pdf | [SECONDARY] sedarplus.ca bot-gate observed live 2026-07-09 (302 → validate.perfdrive.com) - [high] Regulatory-approval tension inside the filed set: UPA §7.01(b) conditions closing on receipt of ALL required DCC and local licensing approvals, and the transaction 'closed on June 12, 2026' — yet the MCR simultaneously states that parts of the dual-use business remain untransferred 'subject to regulatory approval' and will transfer to GHR 'automatically and without any action' upon approval, and NSJB's acquisition of 100% of a licensed retailer's voting units is itself a DCC change-of-ownership event whose file is CPRA-accessible. DETAIL: UPA §2.02 (Regulatory Conditions), §7.01(b) (all Regulatory Approvals obtained as closing condition), §2.03(d) (Investor delivers evidence of approvals 'obtained as of the Closing Date' — softer than 7.01(b)); MCR Item 5 (businesses pending approval auto-transfer later); LLC §3.04(c) (conversion of Exchangeable Units requires DCC and local change-of-ownership approvals, at Holdings' sole cost). The interplay indicates either approvals were staged/waived or the escrow release was keyed to them — the documents that would show which (DCC submissions, approvals, waiver instruments) are not public filings but are held by DCC and local authorities. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm (UPA §§2.02, 2.03(d), 7.01) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm (MCR Item 5) - [high] Affected-Member divestiture mechanics in the filed LLC Agreement supply the only disclosed note-pricing convention in the deal: a cannabis-disqualified member's interest is cashed out by a 'Payoff Note' payable over 3 years at WSJ prime + 1.0% with equal monthly payments — while the actual Purchase Note rate remains undisclosed. DETAIL: LLC Agreement §8.04–8.06: automatic termination of a member's interest on cannabis-law disqualification events (criminal charge/conviction, license revocation tied to the member, regulator unsuitability findings, repeated failure to attend regulator meetings); 21-day window to transfer to a non-disqualified person; otherwise the Company delivers the Payoff Note for 100% of market value based on the most recent financing round. This prime+1% / 3-year convention is the closest filed analogue for what the unfiled Purchase Note terms may look like (inference, labeled). SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm (LLC §§8.04–8.06) ### GAPS - The actual SEDAR+ filing list for the transaction — confirm the three agreements are posted, and whether the CSA/MSA, Purchase Note, or escrow terms were filed as NI 51-102 Part 12 material contracts (their absence is itself the s.12.2 exhibit). -> Manual browser pull (site bot-gates automation, no login needed): sedarplus.ca → Search → issuer 'Glass House Brands Inc.' → filter document types 'Material change report' and 'Material contracts', date range 2026-06-01 to present; download each PDF and capture the filing-date metadata. If the CSA is absent, file a complaint/inquiry with the British Columbia Securities Commission (GH is a BC corporation; BCSC is presumptive principal regulator) citing NI 51-102 ss.12.2(2)(e) and 12.3. - Full text of the Purchase Note (principal $2.5M; rate, maturity, security, recourse), the Consulting/Management Services Agreement (the fee cap amount is undisclosed), the escrow agreement and release conditions, and the senior secured lender's change-of-control consent. -> (1) Document subpoena / RFP to Glass House Brands Inc., GHB Usub, LLC, Glass House Retail, LLC, and NSJB Investments LLC in LASC 26STCV10838 (Rosenwald v. Rosenwald et al.) — the dangling defined terms (Pre-Order/Elevated/Standard Cap, Applicable Premium Trigger Event, Profits Interest) justify a request for all drafts and prior versions, not just executed copies; (2) BCSC/OSC continuous-disclosure review request under NI 51-102 s.12.2; (3) monitor EDGAR — if GH loses FPI status after the NYSE listing and must file a 10-K/10-Q, Reg S-K Item 601(b)(10) would force US filing of material contracts. - DCC and local change-of-ownership file for NSJB's acquisition of 100% voting units of Glass House Retail, LLC — owner disclosures identify every natural-person owner/financier of NSJB, the DCC-approved transaction documents (often including operating agreements and notes), and the approval dates that bracket the 6/12–6/16 escrow window. -> CPRA request to publicrecords@cannabis.ca.gov (10-day determination; P.O. Box 419106, Rancho Cordova CA 95741): all ownership-change submissions, owner/financial-interest disclosures, operating agreements, promissory notes, and approval or deficiency correspondence for any license held by Glass House Retail, LLC or its subsidiaries naming NSJB Investments LLC, Jared Beilke, or Nicholas Sarris, January 2026–present; parallel CPRA to the local licensing authorities for each GHR retail location (city cannabis offices). - NSJB Investments LLC formation and control records — entity number, Articles of Organization date, Statement of Information listing members/managers (confirms whether Nicholas Sarris is a member and whether any GH-affiliated person appears), registered agent. -> Manual search at bizfileonline.sos.ca.gov (API returns 403 to scripted clients; UI is free) → 'NSJB' → download Articles + most recent Statement of Information PDFs at no cost. Cross-check Nicholas Sarris via the same DCC CPRA owner-disclosure pull. - Whether Jared W. Beilke (JML Law) or Nicholas Sarris has any prior professional or financial relationship with Glass House, Kyle Kazan, or Kazan-affiliated entities (bears on the arm's-length character of the 'third-party investor'). Note: prior memo AR-RES-20260707 lists a soft, unverified 'Seyfarth Shaw / Beilke' entry among Melendez defense counsel — likely a different Beilke, but unresolved. -> LASC Case Access for 23STCV31068 (free ROA; ~$4.75/doc) to pull counsel-of-record names and compare first names; CalBar profile #195698 for firm history; UniCourt/Trellis party-and-attorney search for 'Beilke' + 'Kazan' or 'Glass House' co-occurrence; JML Law client-relationship question is discovery material for the LASC subpoena in gap 2. - GHR's superseded 'Prior Agreement' (First A&R LLC agreement) and the conveyance/contribution instruments that moved the dual-use business into GHR before June 12, 2026 — needed to establish what GHR held immediately pre-transaction and the intercompany consideration paid. -> Same LASC subpoena (gap 2); alternatively DCC CPRA (gap 3) — operating agreements and org charts are routinely in DCC license files; CA SOS bizfileonline for GHR (formed 10/27/2020 per LLC Agreement §2.01) Statements of Information showing pre-transaction managers. ### VERDICTS - CORRECTED: The entire public record of the GHR deconsolidation on EDGAR is one Form 6-K (accession 0001104659-26-074968, filed 2026-06-17) with exactly six exhib => The transaction documents for the GHR deconsolidation on EDGAR are contained in one Form 6-K (accession 0001104659-26-074968, filed 2026-06-17) with exactly six exhibits — Ex. 99.1 Form 51-102F3 Material Change Report; Ex. 99.2 Second Amended and Restated LLC Agreement of Glass House Retail, LLC (da | Independently re-fetched EDGAR with the specified User-Agent (all 200s, confirming the 403 is resolved). The 6/17 6-K manifest (index.json) shows exactly 6 exhibit documents plus one jpg, and the filed EXHIBIT INDEX matches the claim's descriptions verbatim; the researcher's local .htm copies match EDGAR byte-for-byte (11,196/18,847/149,801/68,104/81,782/173,127/11,055 bytes). The 8-A12B manifest - NULL (verifier died): NSJB paid nothing in cash at closing: the US$2.5 million 'Investment Amount' for 100% of GHR's voting units was paid by NSJB issuing a promissory note - NULL (verifier died): The UPA contains a full round-trip unwind: after a 'Triggering Event Date' whose occurrence is 'reasonably determined by Parent' (GH itself), GHR/Hold - NULL (verifier died): The filed governance architecture leaves GH with pervasive negative control while formally disclaiming control: NSJB appoints 2 of 3 managers, but Hol - NULL (verifier died): Disclosure-gap inventory — at least seven transaction documents are referenced in the filed agreements but filed nowhere on EDGAR (confirmed by full-t ## ITEM: Item 5 — Federal raid records and successor investigations (July 10, 2025) - [LB][high] The July 10, 2025 operation at both Glass House farms was executed under federal criminal search warrants that remain under court seal, and no public search-warrant docket, unsealing motion, or warrant return naming Glass House or the farm addresses exists on CourtListener/RECAP as of 2026-07-09. DETAIL: USAO-CDCA charging papers state DHS agents 'executed several search warrants - predicated on violations of federal immigration laws' at locations including Glass House Farms in Camarillo on 7/10/25; NBC/AP reported the warrant authorized a search for evidence of Title 8 immigration violations, that no cannabis was seized, and that 'the criminal search warrants used to enter the farm sites are under court seal. Authorities refused to share them with The Associated Press.' Live RECAP full-text searches run 7/9/26 returned ZERO 'In re Search' matters naming Glass House (0 hits), and no warrant-related docket among the 41 C.D. Cal. dockets mentioning Glass House. Caveat: RECAP is not exhaustive - sealed magistrate-judge warrant dockets (2:25-mj series) exist but are not publicly indexed; absence from RECAP is not evidence the warrants were never docketed. SRC: [PRIMARY] CourtListener RECAP search API, run 2026-07-09: https://www.courtlistener.com/api/rest/v4/search/?q=%22In+re+Search%22+%22Glass+House%22&type=r (count=0) and https://www.courtlistener.com/api/rest/v4/search/?q=%22Glass%20House%22&type=r&court=cacd (41 dockets, none warrant matters) | [PRIMARY] USAO-CDCA press release (warrant predicate description): https://www.justice.gov/usao-cdca/pr/10-arrested-federal-complaints-charging-them-committing-violence-against-officers-and | [SECONDARY] AP: https://www.nvdaily.com/associated_press_national/a-chaotic-raid-360-arrests-and-a-tragic-death-what-happened-at-californias-glass-house/article_0c106192-0fd6-5a85-8f73-d4f4e57dd4a8.html | [SECONDARY] NBC News: https://www.nbcnews.com/news/us-us/are-many-illegal-marijuana-farms-federal-agents-targeted-californias-b-rcna220424 (canonical: https://www.nbcnews.com/news/us-news/are-many-illegal-marijuana-farms-federal-agents-targeted-californias-b-rcna220424) - [LB][medium] Through 2026-07-09 no federal criminal charges have been filed against any Glass House entity, officer (Kazan, Farrar, the Rosenwald founders), or its farm-labor contractors (Art's Labor Service Inc./Arthur Vasquez, or the unnamed second FLC); the DHS/HSI child-labor-and-immigration investigation remains open and unannounced. DETAIL: Forbes (6/25/2026) quotes DHS Acting Assistant Secretary Lauren Bis: 'The investigation into immigration and potential child labor violations is ongoing. Information will be released as it becomes available,' and reports no charges against the company. Live CourtListener sweep of all C.D. Cal. dockets mentioning Glass House (41) shows the only raid-related criminal cases target protesters, not the employer or FLCs. This is a negative finding - absence of public charges, not proof no sealed matter exists. SRC: [SECONDARY] Forbes, Yakowicz, 6/25/2026: https://www.forbes.com/sites/willyakowicz/2026/06/25/glass-house-americas-biggest-cannabis-greenhouse-wants-to-become-the-sunkist-of-weed/ | [PRIMARY-negative] CourtListener RECAP C.D. Cal. sweep run 2026-07-09: https://www.courtlistener.com/api/rest/v4/search/?q=%22Glass%20House%22&type=r&court=cacd | [SECONDARY] Fox News (probe opened, CBP Commissioner Rodney Scott): https://www.foxnews.com/politics/newsom-donors-cannabis-farm-under-federal-investigation-child-labor-violations - [high] The only completed raid-related federal prosecution ended in acquittal: CSU Channel Islands lecturer Jonathan Caravello was found not guilty on 2026-04-09 of assaulting a federal officer with a deadly/dangerous weapon (the tear-gas-canister charge) arising from the 7/10/25 Camarillo raid protest. DETAIL: United States v. Caravello: complaint 2:25-mj-04300 (C.D. Cal., filed 7/12/2025), indicted 8/19/2025 as 2:25-cr-00686; jury deliberated roughly two hours before acquitting on 4/9/2026; docket terminated 4/22/2026. Caravello had declined a plea deal. Charge carried up to 20 years. He was among defendants announced in the USAO-CDCA ' 10 Arrested on Federal Complaints' release covering post-raid 'anti-ICE rioting' cases. SRC: [PRIMARY] CourtListener dockets: 2:25-cr-00686 (docket id 71293629, terminated 2026-04-22) and 2:25-mj-04300 (docket id 70794219), C.D. Cal. | [PRIMARY] USAO-CDCA: https://www.justice.gov/usao-cdca/pr/10-arrested-federal-complaints-charging-them-committing-violence-against-officers-and | [SECONDARY] VC Reporter: https://www.vcreporter.com/news/caravello-acquitted-csuci-prof-arrested-in-ice-raid-protest-found-not-guilty-of-assault/article_896f5fc4-8aa2-43b2-83b1-84db80c60676.html | [SECONDARY] Fox 11 LA: https://www.foxla.com/news/csuci-lecturer-acquitted-federal-assault-immigration-protest - [high] The remaining raid-related prosecution is pending: United States v. Reyes, 2:25-cr-00945-MEMF (C.D. Cal.) - Virginia Reyes (12 counts) and Isai Carrillo (11 counts) of Oxnard, alleged VC Defensa members/associates, indicted 2025-11-18 for the roadblock/rock-throwing 'ambush' of government vehicles leaving the 7/10/25 Glass House Camarillo operation; trial was continued by a 1/5/2026 Speedy Trial Act order and the docket was still active as of 2026-06-09. DETAIL: Complaint 2:25-mj-06733 filed 10/28/2025 charged conspiracy to impede or injure a federal officer (up to 5 years); Carrillo arrested 10/29/25, Reyes initially reported a fugitive; DHS announced arrests in a 10/31/25 release. Indictment (Dkt. 44, Oct. 2025 grand jury, 'offense occurred in Ventura') filed 11/18/25 before Judge Maame Ewusi-Mensah Frimpong. The complaint affidavit states agents executed 'several search warrants' on 7/10/25 including at Glass House Farms Camarillo and that the operation 'had been compromised earlier than expected because of social media posts.' Last docket activity 6/9/2026; no disposition. SRC: [PRIMARY] CourtListener docket 2:25-cr-00945 (docket id 71930179) incl. Dkt. 44 indictment and 1/5/26 continuance order: https://www.courtlistener.com/docket/71930179/united-states-v-reyes/ | [PRIMARY] DHS press release 10/31/2025: https://www.dhs.gov/news/2025/10/31/law-enforcement-attacked-they-arrest-two-rioters-charged-assaulting-dhs-law | [SECONDARY] KEYT 10/29/2025: https://keyt.com/news/crime/2025/10/29/doj-charges-oxnard-residents-and-others-for-violence-against-immigration-enforcement-officers-in-southern-california/ | [SECONDARY] Pacific Coast Business Times 10/30/2025: https://www.pacbiztimes.com/2025/10/30/two-more-protesters-charged-in-glass-house-immigration-raid/ - [medium] The person accused of pointing and possibly firing a gun at federal agents during the Camarillo raid remains unidentified and uncharged; the FBI doubled its reward to $100,000 in September 2025 and no arrest has surfaced through 2026-07-09. DETAIL: FBI released suspect photos (July-Sept 2025); reward went $50,000 to $100,000 by 9/14/2025 for information leading to identification, arrest and conviction. No injuries were reported from the gunfire. No later reporting or C.D. Cal. docket shows an identification or charge. SRC: [SECONDARY] ABC7: https://abc7.com/post/fbi-doubles-reward-information-man-accused-pointing-gun-possibly-firing-officers-during-camarillo-immigration-raid/17814791/ | [SECONDARY] Military.com 9/14/2025: https://www.military.com/daily-news/headlines/2025/09/14/fbi-issues-100000-reward-allegedly-armed-protester-camarillo-pot-farm-raid.html | [SECONDARY] KTLA: https://ktla.com/news/local-news/man-who-allegedly-pointed-gun-at-federal-agents-during-immigration-raid-still-unknown-reward-for-info-increased/ - [medium] No public DOL Wage & Hour Division outcome exists on the Glass House child-labor front through 2026-07-09 - no announced determination, civil money penalty, or FLSA 'hot goods' action; the child-labor workstream is publicly fronted by DHS/HSI, not DOL. DETAIL: Searches of DOL newsroom, WHD child-labor enforcement pages, and press through 7/9/26 return no Glass House matter; the FY2025 WHD child-labor roundup (950+ concluded cases, $37M+ CMPs) includes no Glass House case; Forbes 6/25/26 - the most detailed status piece - mentions no DOL action, only the ongoing DHS probe. Caveat: WHD publishes only CONCLUDED cases in its enforcement database, so an open WHD file would be invisible; the current whd_whisard extract at enforcedata.dol.gov was not directly grepped this pass (listed as a gap). SRC: [SECONDARY] Forbes 6/25/2026 (no DOL action mentioned; DHS quote): https://www.forbes.com/sites/willyakowicz/2026/06/25/glass-house-americas-biggest-cannabis-greenhouse-wants-to-become-the-sunkist-of-weed/ | [PRIMARY-negative] DOL WHD child-labor data page (no GH entry): https://www.dol.gov/agencies/whd/data/charts/child-labor | [SECONDARY] Bloomberg Law FY2025 WHD enforcement roundup: https://news.bloomberglaw.com/daily-labor-report/wage-hour-penalties-surge-by-millions-as-dol-closes-fewer-cases - [LB][high] Cal/OSHA status confirmed by live IMIS pull on 2026-07-09: inspection 1837925.015 (Glass House Farm, LLC, 645 Laguna Rd., Camarillo) remains OPEN with a single 'Other'-classification citation (8 CCR 342(a), issued 10/30/2025, $5,000, contested 12/2/2025, latest event 'C - Contested'); companion fatality inspection 1837914.015 (Art's Labor Service, Inc.) remains CLOSED (10/28/2025) with zero citations; and no OSHAB ALJ decision involving Glass House has issued through the board's postings ending 6/30/2026. DETAIL: IMIS shows initial and current penalty unchanged at $5,000, FTA $0, abatement due 12/4/25 - say 'cited and contested,' never 'fined.' Art's Labor Service inspection (Fat/Cat type, NAICS 115115 Farm Labor Contractors, related accident activity 2320970 - the Alanis death) closed with no employer-fault finding. The OSHAB ALJ decisions page (decisions posted through 06/30/2026) contains zero 'Glass House' entries, so no ALJ decision or approved settlement has posted since the 6/30/26 cutoff either. The OSHAB appeal carries its own 7-digit docket number (login-gated in OASIS), distinct from the inspection number. SRC: [PRIMARY] OSHA IMIS, fetched 2026-07-09: https://www.osha.gov/ords/imis/establishment.inspection_detail?id=1837925.015 | [PRIMARY] OSHA IMIS, fetched 2026-07-09: https://www.osha.gov/ords/imis/establishment.inspection_detail?id=1837914.015 | [PRIMARY] OSHAB ALJ decisions index (0 Glass House hits; postings through 6/30/2026): https://www.dir.ca.gov/oshab/alj_Decisions.html - [LB][high] The Alanis matter has moved into court, but NOT as a federal FTCA complaint: Janet Alanis v. United States of America, 2:26-cv-05782 (C.D. Cal.), was opened 2026-05-29 by a government NOTICE OF REMOVAL of an underlying state-court action; the docket then shows two corporate disclosure statements (6/3/26), an FRCP 41(a)(1) voluntary dismissal of party(ies) plus a remand-to-state-court entry (6/24/26), and answer-deadline extensions (7/1/26). DETAIL: Docket entry #1 is 'Notice of Removal,' #14 'Voluntary Dismissal of Party(ies) (Pursuant to FRCP 41a(1)),' #15 'Remand Case to State Court' (both 6/24/26), #16-17 answer-time extensions (7/1/26); last known filing 7/1/2026. INFERENCE (marked as such): the two corporate disclosure statements indicate non-governmental corporate defendants in the underlying state suit - plausibly Glass House entities and/or the farm-labor contractor - with federal defendants removed and then dismissed/remanded; the removal notice (Dkt. 1) will name the originating court and full defendant roster. Separately, NO original-jurisdiction FTCA complaint by the Alanis family was found in C.D. Cal. as of 7/9/26, even though the administrative FTCA claim against ICE (Simon Law Group + Singleton Schreiber, for widow Leticia Cruz Vazquez and daughter Janet Alanis, filed ~8/5-8/7/2025) passed its 6-month mark in February 2026. Dollar figure remains conflicting in secondary sources: ABC7 says widow and daughter 'each' seek $47M while earlier verified reporting describes a single $47M claim - do not assert either as fact, and never attribute the claim to Glass House (it targets ICE/the US). SRC: [PRIMARY] CourtListener docket 2:26-cv-05782 (docket id 73415786), fetched 2026-07-09: https://www.courtlistener.com/docket/73415786/janet-alanis-v-united-states-of-america/ | [SECONDARY] ABC7 (claim filing; 'each seeking $47M' - conflicts with single-claim reporting): https://abc7.com/post/jaime-alans-garcia-death-family-files-federal-court-claim-demanding-accountability-farm-workers-ice-raid/17457697/ | [SECONDARY] Singleton Schreiber press release (no dollar amount stated): https://www.singletonschreiber.com/newsroom/pressreleases/justice-for-jaime-alanis-family-demands-accountability-after-fatal-ice-raid | [SECONDARY] Thousand Oaks Acorn (single $47M claim framing): https://www.toacorn.com/articles/glass-house-raid-related-death-spurs-47m-claim/ - [high] George Retes, Jr. v. United States, 2:26-cv-01761 (C.D. Cal., Judge Kronstadt), filed 2026-02-18, is a live 8-count FTCA/state-tort suit by the U.S.-citizen Army veteran security guard detained for three days during the Camarillo raid - the first damages suit by a person seized at the Glass House operation to reach a public federal docket. DETAIL: Complaint (29 pp., Dkt. 1, obtained and read from RECAP) names the United States plus Does 1-10, 'Unknown Officers of the Federal Bureau of Prisons, United States Immigration and Customs Enforcement, the United States Navy, the Federal Bureau of Investigation, and United States Customs and Border Protection'; brings FTCA claims against the US (28 U.S.C. 1346, 2674) and California-law tort claims against individual officers via the Westfall Act carve-out, 28 U.S.C. 2679(b)(2)(A), plus declaratory relief; alleges officers gassed/shattered his car window, pepper-sprayed and dragged him out, then held him three days without charges, phone call, or explanation, including suicide-watch isolation. Counsel: Michel & Associates (Anna Barvir) local, Institute for Justice (Jaicomo, Miller) lead. Docket active through 7/6/2026. SRC: [PRIMARY] Complaint PDF: https://storage.courtlistener.com/recap/gov.uscourts.cacd.1007248/gov.uscourts.cacd.1007248.1.0.pdf | [PRIMARY] CourtListener docket 2:26-cv-01761 (docket id 72297068): https://www.courtlistener.com/docket/72297068/george-retes-jr-v-united-states-of-america/ | [SECONDARY] Institute for Justice case page: https://ij.org/case/george-retes-federal-officer-accountability/ | [SECONDARY] KEYT 2/19/2026: https://keyt.com/news/ventura-county/2026/02/19/george-retes-jr-files-federal-lawsuit-after-being-detained-for-days-by-federal-personnel/ - [medium] Beyond Retes and the Alanis family, no civil damages suit by detained Glass House workers or their families against Glass House or its contractors has surfaced on public dockets through 2026-07-09; the other raid-adjacent civil litigation is records- and policy-focused. DETAIL: Identified raid-adjacent civil matters: (1) Buen Vecino v. County of Ventura (Ventura County Superior Court, filed ~Nov 2025 by the First Amendment Coalition) - CPRA suit against the County and Sheriff for body-worn-camera footage of the 7/10/25 operation, pending as of 11/18/25 reporting after the Sheriff invoked investigatory exemptions; (2) Vasquez Perdomo v. Noem, 2:25-cv-05605 (C.D. Cal.) and Los Angeles Press Club v. Noem, 2:25-cv-05563 - the regional stop/less-lethal-force cases that reference the Glass House raid but predate it and are not GH-specific. Pre-raid wage/hour suits (Melendez et al.) are a separate, previously-triaged track - do not conflate. SRC: [SECONDARY] CALO News 11/18/2025 (Buen Vecino v. County of Ventura): https://www.calonews.com/community-organization-pushes-for-public-records-on-ventura-county-immigration-operation/article_2173423b-dac6-460c-8553-a7badb2a67a9.html | [PRIMARY] CourtListener C.D. Cal. sweep (41 GH-mentioning dockets, none a detained-worker damages suit vs GH): https://www.courtlistener.com/api/rest/v4/search/?q=%22Glass%20House%22&type=r&court=cacd | [PRIMARY] CourtListener dockets 2:25-cv-05605 and 2:25-cv-05563 - [medium] Glass House's E-Verify posture is self-reported and post-hoc: the company announced it 'implemented E-Verify' and hired Guidepost Solutions (former ICE/DHS official Julie Myers Wood) to institute 'stronger employment eligibility verification' only AFTER the raid; no public record confirms any GH entity was an enrolled E-Verify participant before 7/10/25, and no I-9 Notice of Inspection to a GH entity has been reported. DETAIL: Forbes 6/25/26: GH 'revamped its agreements with farm labor contractors and hired compliance firm Guidepost Solutions... to institute stronger employment eligibility verification'; the company's Nov 2025 earnings-call self-reports include terminating both FLCs and implementing E-Verify for all employees. The public E-Verify Employer Search tool (e-verify.gov/e-verify-employer-search, a Tableau-embedded database updated daily, showing enrollment date and account status) exists but was not queryable from this session (site returned 403 to fetch tools; the tool requires interactive use) - so pre-raid enrollment, and the enrollment DATE that would prove pre- vs post-raid adoption, remain unverified. Note: agricultural FLC workers are the population at issue, and E-Verify obligations would attach to the employer of record (the FLCs), which GH has emphasized. SRC: [SECONDARY] Forbes 6/25/2026: https://www.forbes.com/sites/willyakowicz/2026/06/25/glass-house-americas-biggest-cannabis-greenhouse-wants-to-become-the-sunkist-of-weed/ | [PRIMARY-tool] E-Verify Employer Search: https://www.e-verify.gov/e-verify-employer-search (fetched 200; Tableau dashboard embed, interactive query needed) | [SECONDARY] MJBizDaily raid coverage (company statements): https://mjbizdaily.com/immigration-raid-at-california-cannabis-cultivator-glass-house-sparks-outcry/ - [LB][high] The age-gating record is a documented tension, not an adjudicated finding: Glass House publicly stated on 7/11/25 that it 'has never knowingly violated applicable hiring practices and does not and has never employed minors' and that contractor agreements require workers be at least 21, while DHS/CBP said 10 minors (8 unaccompanied) were found at Camarillo (later figures up to 14 across both sites), and the state DCC later fined Glass House ~$21,000 for violations including 'a lack of adequate procedures and documentation to verify and record worker ages on site' - a records/procedures citation the company has appealed with a formal hearing requested. DETAIL: GH statement (7/11/25, via company X post reported by Fox 11/edhat): none of the minors 'were Glass House employees.' Kazan/Farrar to Forbes: detained workers were FLC contractors and agreements 'clearly state that anyone who comes to their facility must be at least 21'; Kazan: 'We were not aware of any active investigations.' DCC told media it 'observed no minors on the premises' during a May 2025 site visit and opened an active investigation after a subsequent complaint. Hygiene constraints carried forward: the DCC fine is tied to records/access and age-verification regs (4 CCR 17800/15042, B&P 26160) on the Glass House Camarillo Cultivation LLC license (CCL21-0005116 is the LICENSE number) - it is NOT a child-labor 'finding'; the federal child-labor allegation remains an open investigation with no charge or adjudication. SRC: [SECONDARY] Fox 11 LA (GH first public statement, 7/11/25): https://www.foxla.com/news/ventura-county-cannabis-farm-glass-house-brands-statement-deadly-ice-raids | [SECONDARY] Forbes 6/25/2026 (DCC fine quote, appeal + formal hearing, Kazan/Farrar quotes): https://www.forbes.com/sites/willyakowicz/2026/06/25/glass-house-americas-biggest-cannabis-greenhouse-wants-to-become-the-sunkist-of-weed/ | [SECONDARY] KTLA (DHS: 10 minors, 8 unaccompanied; DCC May 2025 visit + new investigation): https://ktla.com/news/local-news/undocumented-minors-found-amid-raid-of-ventura-county-cannabis-farm-dhs-says/ | [SECONDARY] Cannabis Business Times (14 minors / 361 arrested figures): https://www.cannabisbusinesstimes.com/us-states/california/news/15750612/ice-raids-at-california-cannabis-farms-now-involve-14-children-361-arrested-1-dead - [high] The government's public articulation of the child-labor/trafficking theory rests entirely on DHS/CBP statements from July 2025 plus one June 2026 'ongoing' confirmation - DHS announced 319 administrative arrests (later reporting 361 total detained), CBP Commissioner Rodney Scott announced the child-labor investigation, and no agency has issued findings since. DETAIL: Arrest-count hygiene: DHS's contemporaneous figure was 319 arrests across Camarillo and Carpinteria; the widely-cited 361 figure emerged in later DHS/press tallies - cite both with dates rather than as one number. One worker death (Jaime Alanis Garcia, fell ~30 feet from a greenhouse roof, died 7/12/25). The only subsequent federal-government status statement located is DHS Acting Assistant Secretary Lauren Bis's June 2026 'ongoing' quote to Forbes. SRC: [SECONDARY] ABC7 (DHS 319-arrest announcement): https://abc7.com/post/over-300-arrests-made-during-immigration-raids-marijuana-farms-camarillo-carpinteria-dhs-says/17075922/ | [SECONDARY] Fox News (Rodney Scott child-labor probe statement): https://www.foxnews.com/politics/newsom-donors-cannabis-farm-under-federal-investigation-child-labor-violations | [SECONDARY] Forbes 6/25/2026 (Bis quote): https://www.forbes.com/sites/willyakowicz/2026/06/25/glass-house-americas-biggest-cannabis-greenhouse-wants-to-become-the-sunkist-of-weed/ | [SECONDARY] CBS News (arrest/death tallies): https://www.cbsnews.com/news/more-than-300-arrested-immigration-raids-southern-california-farms-feds/ ### GAPS - The sealed search warrants, applications/affidavits, and returns for the 7/10/25 entries at 645 Laguna Rd., Camarillo and the Casitas Pass Road (Carpinteria) greenhouses, including the magistrate-judge case numbers. -> Two-track: (1) Application/motion to unseal in C.D. Cal. invoking the common-law and First Amendment rights of access, addressed to the Clerk/duty magistrate, identifying the warrants by execution date (7/10/2025) and premises (Glass House Farm LLC / Glass House Camarillo Cultivation LLC, 645 Laguna Rd., Camarillo; Mission Health Associates Inc. dba Glass House Farms, Casitas Pass Rd., Carpinteria) since mj numbers are unknown - expect USAO opposition citing the ongoing investigation; (2) FOIA to ICE/HSI (ice.gov/foia, ICE-FOIA@ice.gov) and EOUSA for the warrant package - a Glomar or (b)(7)(A) withholding itself confirms a live enforcement file. - Identity of the underlying state-court case, court, case number, and full defendant roster (whether Glass House entities and/or Art's Labor Service are named) behind Janet Alanis v. United States, 2:26-cv-05782, and the precise effect of the 6/24/26 dismissal/remand entries. -> PACER purchase (~$3/doc) of 2:26-cv-05782 Dkt. 1 (Notice of Removal - recites originating court and case number), Dkt. 14 (FRCP 41(a)(1) dismissal - says which parties), and Dkt. 15 (remand); then run the identified case number through the Ventura County Superior Court public case portal (ventura.courts.ca.gov) or LASC as applicable to pull the operative state complaint. - Whether ICE denied the Alanis FTCA administrative claim (or the 6-month period lapsed) and whether a separate original-jurisdiction FTCA complaint is planned or filed elsewhere. -> FOIA to ICE Office of the Principal Legal Advisor for the administrative claim disposition (claim filed ~8/5/2025 by Simon Law Group/Singleton Schreiber for Leticia Cruz Vazquez and Janet Alanis); alternatively monitor C.D. Cal. new filings for 'Cruz Vazquez'/'Alanis' via CourtListener docket alerts. - DOL Wage & Hour Division child-labor investigation file (whether one exists, its status, any CMP calculation or hot-goods consideration) for Glass House entities, Art's Labor Service Inc., and the unnamed second FLC. -> FOIA to DOL WHD via efoia.dol.gov (agency: Wage and Hour Division) for all records 7/1/2025-present re FLSA child-labor (Sec. 212), CMPs (Sec. 216(e)), or hot-goods (Sec. 212(a)) concerning Glass House Brands/Farms/Camarillo Cultivation/Mission Health Associates and Art's Labor Service at Camarillo/Carpinteria; request public-interest fee waiver; expect (b)(7)(A) if open. Also grep the current quarterly WHD compliance-action extract (whd_whisard CSV) at enforcedata.dol.gov for 'Glass House' and 'Art's Labor' - concluded cases only. - E-Verify enrollment status and, critically, enrollment DATES for Glass House Brands/Farms, Glass House Camarillo Cultivation LLC, Mission Health Associates Inc., GH Group entities, and Art's Labor Service Inc. (pre- vs post-raid adoption). -> Run the public E-Verify Employer Search (https://www.e-verify.gov/e-verify-employer-search - Tableau dashboard, interactive browser session required; shows employer name, DBA, account status, enrollment/termination date, hiring sites); backstop with USCIS FOIA (FIRST portal, uscis.gov/records) for the E-Verify Memorandum of Understanding and enrollment records of each entity. - Identity of the second (unnamed) farm labor contractor Glass House terminated post-raid. -> CA DIR/DLSE Farm Labor Contractor license unit records: search the FLC license database (dir.ca.gov licensing search) for contractors at 645 Laguna Rd/Casitas Pass sites, and CPRA to DLSE for FLC registration and complaint records referencing Glass House sites 2024-2025; alternatively the entity will appear in the Alanis state-court pleadings or in DHS warrant materials if unsealed. - OSHAB appeal docket number, prehearing/hearing dates, and any settlement posture for the contested 8 CCR 342(a) citation on inspection 1837925.015. -> Create a free account on the OASIS public portal (caldir-production-portal.ecourt.com/public-portal) and search employer 'Glass House Farm' / inspection 1837925.015, or call OSHAB (916) 274-5751 / email oshappeals@dir.ca.gov; monitor dir.ca.gov/oshab/alj_Decisions.html for the eventual decision; CA PRA to DOSH Legal Unit for the inspection file and any BOI criminal-referral records (fatality file 1837914.015 closed with zero citations - referral unlikely but unconfirmed). - Ventura County Sheriff body-worn-camera footage and operational records of the 7/10/25 raid (state-side visual record of the federal operation). -> Track Buen Vecino v. County of Ventura (Ventura County Superior Court; First Amendment Coalition counsel) for any production order, or file an independent CPRA to the Ventura County Sheriff's Office citing Gov. Code 7920.000 et seq. and the use-of-force disclosure provisions (Penal Code 832.7(b)/AB 748 video-release rules) - the County's investigatory-exemption position is already being litigated. - Current trial date and posture in United States v. Reyes/Carrillo, 2:25-cr-00945-MEMF (last public activity 6/9/26; continuance terms in Dkt. 68 truncated in free sources). -> PACER pull of Dkt. 68 (1/5/2026 continuance order) and the June 2026 scheduling notices (~$3 total); or set a CourtListener docket alert on docket id 71930179. - DCC citation/appeal file for the ~$21,000 age-verification fine (citation document, notice of defense, OAH hearing date, exact regulation codes and effective date). -> CPRA to DCC (publicrecords@cannabis.ca.gov, P.O. Box 419106, Rancho Cordova CA 95741) for the citation and appeal record on license CCL21-0005116 (Glass House Camarillo Cultivation LLC); check the OAH General Jurisdiction calendar (dgs.ca.gov/OAH) for a scheduled hearing - Forbes confirms an appeal with formal hearing requested as of 6/25/26. ### VERDICTS - NULL (verifier died): The July 10, 2025 operation at both Glass House farms was executed under federal criminal search warrants that remain under court seal, and no public - NULL (verifier died): Through 2026-07-09 no federal criminal charges have been filed against any Glass House entity, officer (Kazan, Farrar, the Rosenwald founders), or its - NULL (verifier died): Cal/OSHA status confirmed by live IMIS pull on 2026-07-09: inspection 1837925.015 (Glass House Farm, LLC, 645 Laguna Rd., Camarillo) remains OPEN with - NULL (verifier died): The Alanis matter has moved into court, but NOT as a federal FTCA complaint: Janet Alanis v. United States of America, 2:26-cv-05782 (C.D. Cal.), was - NULL (verifier died): The age-gating record is a documented tension, not an adjudicated finding: Glass House publicly stated on 7/11/25 that it 'has never knowingly violate ## ITEM: Item 7 — Pre- vs post-uplist disclosure comparison (stale/incomplete risk factors) - [LB][high] GH's entire post-uplist disclosure package (6/17/26 MCR + news release, 6/18/26 investor deck, 6/26/26 Form 8-A12B) contains zero mention of the 7/10/25 ICE raid, the open federal investigation, the Teamsters LPA, or Cal/OSHA — the last substantive raid/probe disclosure anywhere is the 3/24/26 40-F, and it went stale mid-stream. DETAIL: PRE: 40-F AIF (Ex.99.3) and FY2025 MD&A (Ex.99.2) carry a detailed 'Federal Agency Actions' narrative ('The investigation remains ongoing... we cannot predict the outcome'), and FY2025 financials Note carry a contingency: 'Management currently considers any potential loss contingency related to this matter to be remote, and no liability has been recorded.' POST: Q1-2026 interim financials (Ex.99.1 to 6-K acc 0001848731-26-000025, filed 5/13/26) DROP the Federal Agency Actions contingency paragraph entirely (0 hits for 'federal agency'/'immigration'/'search warrant'/'remote'); Q1 MD&A (Ex.99.2, same 6-K) has 0 hits for raid/ICE/Immigration/Teamsters/OSHA (its only 'investigation'/'child'/'citation' hits are Cole-Memo/FinCEN/A.B.-97 boilerplate); the June deconsolidation/NYSE package and 8-A12B are equally silent. GAP: investors buying at the NYSE open on 6/30/26 had no disclosure of the probe's status newer than 3/24/26, during the exact window GH converted to medical-only and uplisted. RULE HOOK: NI 51-102 Part 7 (material change reporting) + CSA Staff Notice 51-352 (GH's own recited duty to promptly disclose); Exchange Act Rule 13a-16 (6-K); ASC 450 (dropped contingency note); Rule 10b-5 duty to update characterizations rendered stale. SRC: [PRIMARY] /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/glas-20251231xex993.txt (AIF, acc 0001848731-26-000015) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000184873126000025/glas-20260331xexx991.htm (Q1 financials — no raid contingency) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000184873126000025/glas-20260331xexx992.htm (Q1 MD&A) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm (6/17 MCR) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926075884/tm2618338d1_ex99-1.htm (6/18 deck) - [LB][medium] The 'third-party investor' that took voting control of Glass House Retail is NSJB Investments LLC — a California LLC formed on 6/10/2026, two days before the 6/12/2026 transaction agreements were signed, whose notice address is the office of JML Law, APLC, and whose principals match two attorneys at that plaintiff-side employment/personal-injury firm. DETAIL: PRE: nothing (GHR deconsolidation not contemplated in 40-F or Q1 MD&A — Q1 MD&A has 0 hits for 'NYSE', 'deconsolidat', or 'Glass House Retail'). POST: the 6/17 PR says only 'The voting units of GHR are held by a third-party investor'; the MCR names NSJB and its two GHR-board appointees (Jared Beilke, Nicholas Sarris) but discloses nothing about who NSJB is. External records: CA SOS aggregator shows NSJB Investments LLC entity B20260273635, formed 6/10/2026, registered agent Nicholas Wayne Sarris, principal address 5855 Topanga Canyon Blvd Ste 300, Woodland Hills CA 91367 — the same address JML Law lists as its main office and the same notice address in the executed Class A Unit Purchase Agreement; JML Law's site shows Jared W. Beilke as Managing Partner of its Orange County office (employee-side employment and PI litigation). 'NSJB' matches the principals' initials (inference). GAP: no public GH document discloses NSJB's 2-day-old vintage, its principals' identities/professions, its source of the ~US$2.5M, how it was selected, or any affirmation that the transaction was arm's-length — the facts a reader needs to evaluate the 'third-party' label and whether deconsolidation under ASC 810 (genuine loss of control) is substantively supported. RULE HOOK: NI 51-102 Form 51-102F3 Item 5 (full description of material change); ASC 810-10 deconsolidation (control in substance); Rule 10b-5 (completeness of the 'third-party' characterization). SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm (MCR naming NSJB, Beilke, Sarris) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm (UPA signed by Jared Beilke as CEO; Woodland Hills notice address) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-6.htm (PR: 'a third-party investor') | [SECONDARY] https://dayonelead.com/california/woodland-hills/nsjb-investments (CA SOS data: formed 6/10/2026, entity B20260273635, agent Nicholas Wayne Sarris) | [SECONDARY] https://jmllaw.com/attorney/jared-w-beilke.shtml (JML Law, 5855 Topanga Cyn Blvd #300, Woodland Hills) - [high] The retained GHR economics are only partially quantified: US$2.5M for the 10% voting stake, $19.8M pro-forma fair value of GH's retained non-voting interest, and an $11.415M estimated pre-tax loss on deconsolidation are disclosed — but the management-services-fee cap is unquantified and no promissory note or option instrument is disclosed at all. DETAIL: POST disclosure: pro formas (Ex.99.5) quantify: 'Fair value of investment in Glass House Retail $19,800 [thousand]; Less: Carrying value of net assets disposed 29,935; Less: Direct transaction costs 1,280; Pre-tax loss on sale (11,415)' — expressly estimated on 3/31/26 carrying values and 'may differ materially' at closing. MCR: MSA fee = 'reimbursement of costs plus a 5% margin, subject to a cap' — the cap is never stated; either party may terminate on 90 days' notice. Unit ledger (Ex.99.2): NSJB 100 Class A Voting Units / GHB Usub, LLC 900 Non-Voting Units; on full conversion GH's sub capped at 90%. Arithmetic tension (inference): $2.5M for 10% implies ~$25M whole-entity value, while $19.8M for the retained 90% implies ~$22M — the voting block was sold above the proportionate value implied by GH's own retained-investment fair value. Contrary to the diligence prompt's hypothesis, no note or option appears anywhere in the disclosed structure — the instruments are units + conversion rights + Protection Agreement covenants + the MSA. RULE HOOK: 51-102F3 Item 5; ASC 810/ASC 820 (fair value of retained interest); future 40-F/20-F related-party and contingency disclosure. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-5.htm (pro formas, loss quantification) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm (MCR: cost+5% 'subject to a cap', 90-day termination) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm (Second A&R LLC Agreement unit ledger) - [LB][high] The AIF's Legal Proceedings section (3/24/26) discloses ONLY the concluded Catalyst litigation and then gives a sweeping negative assurance — 'There are no other legal proceedings material to the Company... nor any such proceedings known to the Company to be contemplated' — while none of the wage-and-hour plaintiffs (Pederia/Avalos, Melendez, Garcia, Hernandez, Vences) or the Alanis matter appear in any GH disclosure document, pre- or post-uplist. DETAIL: PRE: AIF 'LEGAL PROCEEDINGS AND REGULATORY ACTIONS' (pp. 80-81) = Catalyst/Discount Med history only, plus 'Regulatory Actions' negative assurance ('has not been subject to any... penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor'). Full-text scan of all nine documents (AIF, FY2025 MD&A, FY2025 financials, Q1 financials, Q1 MD&A, MCR, 6/17 PR, deck, pro formas) returns ZERO hits for Pederia, Avalos, Melendez, Vences, Alanis, and no case-related Garcia/Hernandez. The contested Cal/OSHA citation (Citation 01001, 'Other' class, 8 CCR 342(a), issued 10/30/2025 — within FY2025 — $5,000, contested 12/2/2025, still open) is likewise absent from the 40-F package. Materiality caveat: GH can defend each omission individually as immaterial ($5K citation; individually settled/dismissed wage suits); the diligence point is the aggregate pattern plus the breadth of the negative assurances, not any single omission. POST: nothing updates Legal Proceedings; the deck simply cross-references the AIF. RULE HOOK: Form 51-102F2 Item 12 (legal proceedings + regulatory actions); 40-F General Instruction B; Rule 10b-5 half-truth doctrine as to the negative assurances. SRC: [PRIMARY] /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/glas-20251231xex993.txt (AIF Legal Proceedings, quoted) | [PRIMARY] full-text scans of all 9 corpus documents listed in adjacent findings (0 plaintiff-name hits) | [PRIMARY] Cal/OSHA inspection 1837925.015 record (via prior verified memo /Users/icloudabe/law_firm_associations/AR-RES-20260707-GLASSHOUSE_OPEN_THREADS_UPDATE_8292.md) - [medium] GH twice put in writing a self-imposed prompt-disclosure duty — 'Any non-compliance, citations or notices of violation which may have an impact on the Company's licenses, business activities, or operations will be promptly disclosed by the Company' (Q1 MD&A, 5/13/26; near-identical in the AIF) — yet the ~$21,000 DCC records/age-verification citation (reported effective 5/15/26, on appeal) has never been disclosed in any SEC or Canadian filing through 7/9/26. DETAIL: PRE: AIF also states 'To the Company's best knowledge, there are no current incidences of non-compliance, citations or notices of violation which are outstanding which may have an impact on the Company's licenses, business activities or operations in the State of California' (accurate when made 3/24/26 if the DCC citation's effective date is 5/15/26 — do NOT claim the AIF statement was false when made; same for the 5/13/26 MD&A, two days before the reported effective date). POST: no 6-K, MCR, or other filing mentions any DCC citation; GH filed nothing at all between 6/27 and 7/9. The citation issued from GH's cannabis LICENSING regulator against license CCL21-0005116 (Glass House Camarillo Cultivation LLC) squarely fits the category GH promised to disclose promptly. B&P 26051.5 licensure-condition risk (accurate attestations as a condition of licensure, incl. the LPA attestation) is nowhere discussed — '26051' has 0 hits in the AIF. RULE HOOK: CSA Staff Notice 51-352 (specifically recited by GH as requiring this disclosure); NI 51-102 Part 7; Rule 10b-5 duty created by voluntary disclosure commitments. Caveat: the 5/15/26 effective date and appeal status remain secondary-sourced (prior verification could not pin the primary DCC document). SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000184873126000025/glas-20260331xexx992.htm (Q1 MD&A 51-352 commitment, quoted) | [PRIMARY] /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/glas-20251231xex993.txt (AIF negative assurance + 51-352 recital) | [PRIMARY] https://data.sec.gov/submissions/CIK0001848731.json (no GH filing 6/27-7/9/26) | [SECONDARY] DCC $21K citation per Forbes 6/25/26 / mmjdaily, via /Users/icloudabe/law_firm_associations/AR-RES-20260707-GLASSHOUSE_OPEN_THREADS_UPDATE_8292.md (effective date 5/15/26 SOFT) - [LB][high] GH's June 18 investor deck flatly asserts 'April 2026: Medical Cannabis Rescheduled to Schedule III by Attorney General. All Medical Cannabis Operations Immediately Become Exempt from the 280E Tax Code' — dropping every caveat its own Q1 MD&A had published five weeks earlier, including pending bills S.471/H.R.1447 that would preserve 280E for Schedule III marijuana. DETAIL: PRE (Q1 MD&A, 5/13/26, measured): DOJ/DEA 'Rescheduling Order' announced 4/23/26, effective 4/22/26, places FDA-approved and qualifying state-medical-licensed marijuana products in Schedule III 'while marijuana products sold for adult-use recreational purposes remain classified as Schedule I'; 'The Rescheduling Order is limited in scope and does not broadly legalize marijuana under U.S. federal law'; 'the impact, timing and ultimate outcome of the rescheduling process remain uncertain and subject to... potential judicial review'; and S.471/H.R.1447 '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' (neither out of committee as of the MD&A). POST (deck, 6/18/26): unqualified 'Immediately Become Exempt from the 280E Tax Code,' plus 'Registered Cultivation and Production Operations With the DEA and Converted All Licenses for California Medical' (on 5/6/26 GH had said only that it 'submitted applications to register' — completion of DEA registration is company-asserted and unverified), plus a '$35B Government Funded Addressable Market' Medicare-CBD estimate. The 6/25 uplist PR ties the listing to 'the recent reclassification of medical cannabis to Schedule III.' GAP: rescheduling ≠ legalization and 280E relief is contingent (judicial review + S.471/H.R.1447), by GH's own prior filing; the promotional overstatement coincides with the listing window. License conversion itself IS independently confirmed (DCC live data 7/9/26: all 66 active licenses Medicinal, zero Adult-Use). RULE HOOK: Rule 10b-5 / NI 51-102 (balanced disclosure); the deck was furnished on 6-K, so it is a 'statement' even if not 'filed.' SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000184873126000025/glas-20260331xexx992.htm (Q1 MD&A rescheduling narrative, quoted) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926075884/tm2618338d1_ex99-1.htm (deck text layer, quoted) | [SECONDARY — company PR] https://www.globenewswire.com/news-release/2026/06/25/3317437/0/en/glass-house-brands-announces-uplist-to-nyse.html (Kazan Schedule III quote) | [PRIMARY — CA DCC live data] https://as-dcc-pub-cann-w-p-002.azurewebsites.net/licenses/filteredSearch?pageNumber=1&pageSize=150&searchQuery=Glass%20House - [high] No GH document, pre- or post-uplist, discloses which NYSE initial listing standard GLAS listed under, the continued-listing thresholds now applicable, or any delisting/recompliance risk — and the 8-A12B registers the shares by incorporating a share description written for a filing that never mentions the NYSE. DETAIL: PRE: the AIF has ZERO hits for 'NYSE', 'New York Stock Exchange', or 'delist' — its market-for-securities and access-to-capital discussions contemplate only OTCQX and Cboe Canada; the Q1 MD&A likewise has zero NYSE/uplist mentions (the uplisting first surfaced publicly 6/17/26). POST: the 8-A12B (acc 0001104659-26-078090) incorporates the SVS description from AIF Ex.99.3 to the FY2025 40-F and adds nothing; the NYSE CERT (acc 0000876661-26-000571) is a generic one-page approval naming no standard; the 6/25 PR and deck are silent. The deck even cross-references investors to 'Risk Factors included in our Q1 2026 Management's Discussion and Analysis and in the Company's Annual Information Form' — i.e., to documents that predate and never address the NYSE listing, the deconsolidation, GHR, or medical-only conversion. GAP: a new NYSE issuer with a ~$1B secondary-sourced market cap and a 52-week low of $4.55 has no disclosed continued-listing risk (NYSE LCM 802.01B/802.01C) and no disclosed initial standard (LCM 102.01). RULE HOOK: Form 8-A Item 1 (description of securities registered); NYSE Listed Company Manual 102.01/802.01; NI 51-102 AIF Item on markets; forward risk-factor staleness by incorporation. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926078090/tm2617943d1_8a12b.htm | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000087666126000571/GLAS062626.pdf (NYSE CERT, no standard stated) | [PRIMARY] /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/glas-20251231xex993.txt (0 NYSE/delist hits) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926075884/tm2618338d1_ex99-1.htm (deck risk-factor cross-reference, quoted) - [high] GH remains a foreign private issuer filing 6-K/40-F as of 7/9/26; its own AIF risk factor concedes the FPI test runs 'as of the last business day of the Company's second fiscal quarter' — i.e., June 30, 2026, the day GLAS began NYSE trading — and states the share terms were engineered 'to avoid such a circumstance.' DETAIL: PRE (AIF 'Loss of FPI status,' p.51): 'While the terms of the Multiple Voting Shares and Equity Shares are intended to avoid such a circumstance, if, as of the last business day of the Company's second fiscal quarter for any year, more than 50% of the Company's outstanding voting securities... are directly or indirectly held of record by residents of the United States, the Company will no longer meet the definition of an FPI,' with consequences described only as costs. POST: nothing — no post-listing filing addresses whether the 6/30/26 determination was passed or failed. If failed, GH must transition to domestic-issuer forms (10-K, 10-Q, 8-K, Schedule 14A proxy with full executive-comp disclosure, Reg FD) beginning the first day of the fiscal year after the determination date, i.e., 1/1/2027 (SEC Rule 3b-4(c)/Exchange Act Rule 13a-16 framework; standard transition per SEC FPI guidance — inference as applied to GH). Because GH is California-headquartered with US officers/directors/assets, FPI status rests entirely on the >50% US-resident-holder prong; the MVS super-votes that support the engineered voting-securities math auto-sunset 6/29/2027, making the FY2027 determination the structural cliff (inference). A flip would newly expose the Rosenwald insiders to domestic proxy comp disclosure and full domestic beneficial-ownership reporting (13D/G in place of NI 62-103/SEDI). RULE HOOK: Exchange Act Rule 3b-4(c); Rules 13a-16 vs 13a-1/13a-13; Form 40-F eligibility (MJDS); NYSE 303A.11 (home-country practice disclosure). SRC: [PRIMARY] /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/glas-20251231xex993.txt (AIF FPI risk factor, quoted) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_6k.htm (still 'Report of Foreign Private Issuer', 40-F box checked) | [PRIMARY] https://data.sec.gov/submissions/CIK0001848731.json (no domestic-form filings ever) - [LB][high] Per the AIF, the Holding Foreign Insiders Accountable Act (enacted 12/18/2025, effective 3/18/2026) already subjects FPI directors and executive officers to Section 16(a) Forms 3/4/5 — yet the ONLY insider ever to file on GH's CIK is SVP Corporate Controller William Tu (one Form 3 on 3/18/26 and four Form 4s); no Form 3 exists for Kazan, Farrar, Jocelyn Rosenwald, or any other director or officer. DETAIL: PRE: AIF risk factor: 'Pursuant to the HFIAA, effective March 18, 2026, directors and executive officers of foreign private issuers will be subject to the reporting requirements of Section 16(a)... including the requirement to file Forms 3, 4 and 5.' POST/actual filings: complete insider-filing universe on CIK 1848731 = Form 3 (Tu, filed 3/18/26, acc 0001104659-26-030878) + Form 4s (Tu: 5/19, 5/20, 5/26, 6/4/26) + Form 144 (Kazan). Kazan's Form 144 (filed 6/4/26, acc 0001104659-26-070575): proposed sale of 125,000 SVS, aggregate market value $1,416,250, broker Ventum Financial Corp. (Vancouver), APPROXIMATE SALE DATE 6/11/2026 — the day before the 6/12/26 deconsolidation agreements were signed and six days before the 6/17/26 public announcement of the NYSE application — with no corresponding Form 4 filed through 7/9/26 (whether the sale executed is unknown; a Rule 144 notice is not a sale — inference flagged). If other directors/officers were required to file Forms 3 by the HFIAA effective date, all are delinquent (caveat: HFIAA transition relief/phase-in guidance has not been checked and could excuse this — verify before asserting delinquency). RULE HOOK: Section 16(a)/HFIAA; Rule 144 (notice vs execution); Item 405-equivalent delinquency disclosure if GH flips to domestic forms; MNPI trading-window hygiene under 10b5-1. SRC: [PRIMARY] /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/glas-20251231xex993.txt (AIF HFIAA disclosure, quoted) | [PRIMARY] https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001848731&type=4&dateb=&owner=include&count=100 (all Forms 3/4 = William Tu; index-headers confirmed per accession) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926070575/primary_doc.xml (Kazan Form 144 details) - [high] Related-party disclosure is substantively unchanged pre- vs post-uplist (Note 18 items: Neo Street Partners, 3645 Long Beach LLC, BFPM $140K/yr consulting, Jon A. Neu Insurance, Kazan Trust lease), while the deconsolidation creates a new continuing GH-GHR affiliation — Kazan signing both sides and sitting on the GHR board, plus the cost+5% MSA — that no document analyzes under a related-party or conflicts framework. DETAIL: PRE: FY2025 financials Note 18 and Q1-2026 Note 18/MD&A repeat the same lease/consulting/insurance items (disclosed, not concealed — the live issue remains the 'Independent: Yes' label on audit-chair Jocelyn Rosenwald, not concealment). POST: MCR discloses the MSA and Protection Agreement but frames GHR strictly as deconsolidated; no document addresses that (i) Kyle Kazan executed the transaction for Glass House Retail, LLC (as Manager), for Glass House Brands Inc. (as CEO), and was simultaneously appointed to the GHR board, or (ii) GHR is now an ASC 850 related party of GH going forward (via board interlock + retained 90% economics). NEW POST-LISTING LAW: NYSE listing triggers Exchange Act Rule 10A-3 via NYSE 303A.06 — which even FPIs must satisfy — prohibiting audit-committee members from accepting 'directly or indirectly' any consulting/advisory/compensatory fee from the issuer; Jocelyn Rosenwald chairs the audit committee while employed by BFPM (Director of Acquisitions and Asset Management), which receives $140K/yr in consulting fees from GH. Whether her BFPM position triggers the 'indirect' prong is a legal research question (turns on partner/executive-officer status at BFPM), and her ~9.3% voting stake sits under the 10% affiliate safe harbor — flag as unresolved, not as violation. No post-uplist filing addresses 10A-3/303A.06 audit-committee compliance at all. RULE HOOK: Rule 10A-3 / NYSE 303A.06 (newly applicable — OTCQX imposed no such requirement); ASC 850; Form 51-102F2 Item 13 (audit committee) going forward. SRC: [PRIMARY] /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/glasf-20251231_d2.txt (Note 18) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000184873126000025/glas-20260331xexx991.htm (Q1 Note 18, unchanged) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm (Kazan dual signature) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm (MCR: Kazan appointed to GHR board; MSA) - [high] The AIF's only immigration-related risk factors concern border-crossing/admissibility of cannabis-business personnel — there is no risk factor on worksite immigration enforcement, E-Verify/I-9 exposure, farm-labor-contractor liability, or child-labor law, despite GH having experienced a 361-detention worksite raid with an open federal probe six months before the AIF date. DETAIL: PRE: the raid appears ONLY in the AIF's 'General Development of the Business' narrative (and MD&A equivalent), which describes 'an investigation involving potential immigration-related matters under Title 8,' says nine detainees were GH employees, notes one contractor-employed fatality (unnamed), and mentions 'age-verification' only as a remedial site-access measure — the words 'child labor' and 'minor(s found)' never appear in any of the nine documents; the Risk Factors section's immigration content is limited to CBP admissibility of non-US-citizen travelers and Canada-US border scrutiny. POST: no labor risk factor was added anywhere in the June package. GAP: a reasonable investor reading the Risk Factors section alone would not learn GH's operating model depends on contracted agricultural labor that drew the largest single-site immigration enforcement action of 2025 and a still-open federal investigation. RULE HOOK: Form 51-102F2 Item 5.2 (risk factors); 40-F incorporation; 10b-5 completeness. SRC: [PRIMARY] /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/glas-20251231xex993.txt (raid narrative + immigration risk-factor windows, quoted) | [PRIMARY] /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/glas-20251231xex992.txt (FY2025 MD&A same narrative) - [medium] The SEATU labor-peace-agreement lapse and the 25 cultivation-license renewals attested on the lapsed LPA are disclosed NOWHERE in either corpus: the AIF/MD&A disclose only the new Teamsters LPA, with no mention that a prior LPA existed, had expired in Oct 2024, or that renewals relied on it. DETAIL: PRE: 'SEATU' and 'ALRB' have 0 hits in the AIF, FY2025 MD&A, and financials; the Teamsters LPA is presented as a post-raid remedial addition ('In addition, the Company entered into a Labor Peace Agreement with the International Brotherhood of Teamsters covering its licensed operating entities'). B&P 26051.5(a)(5) makes an LPA attestation a condition of licensure; '26051' has 0 hits. POST: nothing. GAP: if the Dec-2024/Mar-2025 renewals attested to a lapsed SEATU LPA (per prior verified research from DCC records), the AIF's compliance representations ('in all material respects in compliance with the laws of the State of California and the related cannabis licensing framework') were made without disclosing a live attestation-accuracy issue on 25 licenses — the entire asset base of the now-medical-only company. Keep as disclosure-asymmetry framing; there is no regulator finding on the attestations. RULE HOOK: B&P 26051.5 (LPA attestation as license condition); CSA SN 51-352; Form 51-102F2 Item 5.2. SRC: [PRIMARY] /Users/icloudabe/law_firm_associations/_glasshouse_40f_20260706/40f/glas-20251231xex993.txt (0 SEATU/ALRB/26051 hits; Teamsters LPA quote) | [PRIMARY — DCC records via prior verification] /Users/icloudabe/law_firm_associations/AR-RES-20260707-GLASSHOUSE_OPEN_THREADS_UPDATE_8292.md and AR-ANL-20260706-GLASSHOUSE_LABOR_UNION_OWNERSHIP_8292.md - [high] Timeline synthesis of the uplisting window: Kazan Form 144 filed 6/4 (sale planned ~6/11) -> NSJB Investments LLC formed 6/10 -> deconsolidation agreements signed and closed 6/12 -> MCR dates the material change 6/16, announced 6/17 -> promotional deck 6/18 -> 8-A12B + NYSE CERT 6/26 -> last OTCQX day 6/29 -> first NYSE trade 6/30 (open $12.60, close $13.00, volume ~1.35M) — with zero interim disclosure of labor, DCC, or Cal/OSHA matters at any step. DETAIL: This sequencing is the backbone for the gap table: every affirmative post-uplist disclosure is transactional/promotional, and every adverse-facts category (federal probe status, DCC citation, Cal/OSHA contest, wage-hour suits, SEATU attestation) last had — or never had — disclosure as of 3/24/26. The MCR itself dates the material change 6/16/26 although the agreements are dated 6/12/26 and the pro formas state the transaction 'closed on June 12, 2026' (escrow-release mechanics; four days between closing and 'material change' date is itself a note for NI 51-102 Part 7 timeliness). First-trading-day and price data are secondary (Yahoo Finance chart API); market-cap figures conflict across aggregators (~$958M-$1.07B) — use a range. SRC: [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926070575/primary_doc.xml (Form 144, 6/11 planned sale) | [SECONDARY] https://dayonelead.com/california/woodland-hills/nsjb-investments (NSJB formed 6/10/26) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-1.htm (MCR: change 6/16, agreements 6/12) | [PRIMARY] https://www.sec.gov/Archives/edgar/data/1848731/000110465926078090/tm2617943d1_8a12b.htm and https://www.sec.gov/Archives/edgar/data/1848731/000087666126000571/GLAS062626.pdf | [SECONDARY] https://query1.finance.yahoo.com/v8/finance/chart/GLAS?period1=1782000000&period2=1783000000&interval=1d ### GAPS - Primary-source verification of NSJB Investments LLC formation (6/10/26 date, organizer, members, Statement of Information) — currently secondary-sourced via a CA SOS data aggregator. -> CA SOS bizfileonline.sos.ca.gov search for entity B20260273635 / 'NSJB Investments'; order certified copies of Articles of Organization and first Statement of Information (online, ~$5-$16). If members are not listed, subpoena NSJB Investments LLC and JML Law, APLC (5855 Topanga Canyon Blvd Ste 300, Woodland Hills CA 91367) in any proceeding where the third-party characterization is at issue. - The NYSE initial listing standard GLAS listed under (LCM 102.01 vs streamlined transfer) and the continued-listing standard now applicable — undisclosed in the 8-A12B, CERT, PR, and deck. -> NYSE is an SRO not subject to FOIA; vehicles: (1) GH's next AIF/annual report (Form 51-102F2 market-for-securities item), (2) written IR inquiry to Glass House (562-264-5078, Benjamin Vega GC), (3) subpoena the NYSE listing application in litigation, (4) SEC FOIA to the Division of Trading & Markets for any correspondence regarding the Section 12(b) registration (File No. 001-43373). - Whether Kazan's planned 6/11/26 sale of 125,000 shares ($1.42M) actually executed, and whether a Form 4 was due — the Form 144 has no matching Form 4 through 7/9/26. -> (1) Monitor EDGAR CIK 0002027158 (Kazan) for late Form 4s; (2) query Canadian SEDI (sedi.ca) insider transaction reports for Kazan/Glass House Brands for June 2026 — a SEDI report of the sale would confirm execution; (3) subpoena Ventum Financial Corp. (2500-733 Seymour St, Vancouver BC) trade records in litigation. - HFIAA transition/phase-in guidance — whether SEC relief excuses the absence of Forms 3 from GH directors/officers other than William Tu (required before asserting Section 16 delinquency). -> Pull the HFIAA statutory text (Div. of NDAA FY2026, enacted 12/18/25) from congress.gov and any SEC implementing release/C&DI from sec.gov (search 'Section 16 foreign private issuer 2026'); confirm compliance dates before using the delinquency inference. - The complete DCC citation file for license CCL21-0005116 — order text, effective date (reported 5/15/26, soft), notice of defense/appeal, hearing docket, and the cited reg codes — needed to firm up the 'promised prompt disclosure, never disclosed' finding. -> California Public Records Act request to DCC: publicrecords@cannabis.ca.gov — request (1) all citations/orders and appeal records re license CCL21-0005116 and any Glass House-affiliated licensee 2025-2026, and (2) all DCC-9205 LPA attestation submissions by Glass House entities 2024-2026 (also covers the SEATU attestation thread). - SEDAR+ post-uplist corpus check: the MCR says the LLC Agreement, Class A UPA, and Protection Agreement are 'available on SEDAR+'; also any MCR amendments, updated AIF, early-warning reports (NI 62-103), or SEDI filings by the Rosenwald insiders post-listing. -> SEDAR+ (sedarplus.ca) Glass House Brands Inc. issuer profile — filter documents June-July 2026 (free, no login for public docs; interface is JS-heavy so use a real browser); SEDI (sedi.ca) insider search for Rosenwald, Kazan, Farrar filings after 6/30/26. If FPI flips, watch for first 13D/G filings instead. - Independent verification of the deck's claim that GH 'Registered Cultivation and Production Operations With the DEA' (as of 6/18/26) versus the 5/6/26 statement that it had only 'submitted applications to register.' -> DEA Diversion Control registration validation tool (apps.deadiversion.usdoj.gov) requires a registration number; instead FOIA the DEA (Diversion Control Division) for Schedule III bulk-manufacturer/cultivator registrations issued April-June 2026 to Glass House entities (name each licensee LLC), or check the Federal Register — new DEA manufacturer registrations are noticed there. - The text and scope of the April 22, 2026 DOJ/DEA 'Rescheduling Order' itself — needed to pin whether 'all medical cannabis operations immediately become exempt from 280E' is even facially supportable (280E turns on the schedule of the substance trafficked; GH's description of the order is currently the only source used). -> federalregister.gov search for the DEA order/interim rule effective 4/22/26 (placing FDA-approved and qualifying state-medical-licensed marijuana in Schedule III) plus any IRS guidance on 280E application to Schedule III medical marijuana (irs.gov newsroom / Rev. Rul. search); also the pending S.471/H.R.1447 status via congress.gov. - US-resident share-of-record data as of the 6/30/2026 FPI determination date — decides whether GH must transition to 10-K/10-Q/proxy/13D-G reporting on 1/1/2027. -> Not directly public: (1) watch GH's next annual filing — form choice (40-F vs 20-F vs 10-K) reveals the determination; (2) subpoena the transfer agent (Odyssey Trust Company per prior filings) for a geographic analysis of record holders as of 6/30/26; (3) broker search-card data (Rule 14b-1/14b-2) via litigation discovery. - The OSHAB appeal docket (7-digit number distinct from inspection 1837925.015) and current status of the contested $5,000 Cal/OSHA citation — the only live government citation besides the DCC matter, absent from all disclosure. -> Contact OSHAB directly: (916) 274-5751 / (877) 252-1987, oshappeals@dir.ca.gov, employer 'Glass House Farm, LLC,' inspection 1837925.015, citation issued 10/30/2025, appeal filed ~12/2/2025; request docket number and hearing schedule (public records). ### VERDICTS - NULL (verifier died): GH's entire post-uplist disclosure package (6/17/26 MCR + news release, 6/18/26 investor deck, 6/26/26 Form 8-A12B) contains zero mention of the 7/10/ - NULL (verifier died): The 'third-party investor' that took voting control of Glass House Retail is NSJB Investments LLC — a California LLC formed on 6/10/2026, two days bef - NULL (verifier died): The AIF's Legal Proceedings section (3/24/26) discloses ONLY the concluded Catalyst litigation and then gives a sweeping negative assurance — 'There a - NULL (verifier died): GH's June 18 investor deck flatly asserts 'April 2026: Medical Cannabis Rescheduled to Schedule III by Attorney General. All Medical Cannabis Operatio - NULL (verifier died): Per the AIF, the Holding Foreign Insiders Accountable Act (enacted 12/18/2025, effective 3/18/2026) already subjects FPI directors and executive offic