# Glass House Brands (GLAS) — Retail Agreements & Corporate Structure Deep-Dive

**Research Date:** July 9, 2026
**Primary Sources:** SEC EDGAR (6-K filed June 17, 2026, Acc. No. 0001104659-26-074968), SEC Form 40-F filed March 24, 2026 (Acc. No. 0001848731-26-000015), SEDAR+, company press releases, MJBizDaily

> **⚠ VERIFICATION STATUS (updated 2026-07-09):** See **`glas_verification_and_actions.md`** for the verification pass. Confirmed directly from EDGAR today: the Purchase Note's rate/maturity/security are **absent** from the filed Purchase Agreement (Ex 99.3) — a genuine discovery target — and the **offset mechanic** is confirmed (on a Call/Put, GLAS nets the unpaid, seller-financed Purchase Note against the Repurchase/Put price, units transferring free-and-clear). New: **NSJB Investments LLC** was formed **June 10, 2026** (two days pre-deal), is run by **JML Law litigators Nicholas Sarris + Jared Beilke** ("NSJB"), shares JML Law's Woodland Hills address, and paid via the seller-financed note — no public tie to Glass House insiders was found, but ASC 810 independence turns on non-public documents. The pro-forma figures in §7 are now primary-source-confirmed. "Applicable Premium Trigger Event" is not defined in any public exhibit.

---

## EXECUTIVE SUMMARY

On June 12, 2026, Glass House Brands Inc. (NYSE: GLAS) executed a **Deconsolidation Transaction** to separate its adult-use (dual-use) cannabis retail operations from its medical cannabis cultivation/manufacturing operations. This was done to facilitate an NYSE uplisting. The transaction involved **NSJB Investments LLC** acquiring a 10% voting/economic interest in **Glass House Retail, LLC** for $2.5M, while Glass House's subsidiary **GHB Usub, LLC** retained 90% as non-voting Exchangeable Units. Four key agreements were filed as exhibits to a 6-K on June 17, 2026.

---

## 1. GLASS HOUSE RETAIL LLC AGREEMENT (Second Amended & Restated)

**Source:** SEC 6-K (June 17, 2026), Exhibit 99.2
**URL:** https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-2.htm
**Effective Date:** June 12, 2026
**Entity:** Glass House Retail, LLC (California LLC, formed October 27, 2020)
**Parties:** Glass House Retail, LLC (Company), NSJB Investments LLC (Investor), GHB Usub, LLC (Holdings)
**Prior Agreement:** First A&R Operating Agreement dated December 20, 2021

### Three-Class Unit Structure

| Class | Authorized | Outstanding | Voting | Distributions | Holder |
|-------|-----------|-------------|--------|---------------|--------|
| **Class A Units** | 100 | 100 | 1 vote/unit | Yes | NSJB Investments LLC |
| **Class B Units** | Unlimited (upon conversion) | 0 (pre-trigger) | 1 vote/unit | Yes | Issued only after Triggering Event Date |
| **Exchangeable Units** | 900 | 900 | **No** | **No** | GHB Usub, LLC (Holdings) |

**Total Units Outstanding:** 1,000

### Governance Terms

**Board of Managers:**
- Size: 1–3 Managers (initial: 3)
- Investor (NSJB) designates **2 Managers** (initial: Jared Beilke, Nicholas Sarris) — so long as Investor holds >50% of Class A Units
- Holdings designates **1 Manager** (initial: Kyle Kazan, GLAS CEO)
- Holdings Manager **never constitutes a majority** and is limited to 1 Manager while any Exchangeable Units are outstanding
- Initial CEO: Jennifer Barry

**Holdings Manager Voting Restrictions (During Interim Period):**
The Holdings Manager **cannot vote** on:
1. Annual business plan/budget approval
2. Appointment/removal/replacement of executive officers
3. Executive officer compensation
4. Matters requiring Holdings consent as Member under the Protection Agreement
5. Any other matter requiring Holdings' consent per Protection Agreement

**Board Meetings & Quorum:**
- Quarterly minimum; 5 Business Days' notice
- Quorum: majority of Managers, **including at least one Investor Manager**
- Decisions by majority vote of Managers present

**Unanimous Approval Matters (During Interim Period):**
- Amendments to LLC Agreement, Articles, or Protection Agreement
- Mergers, consolidations, restructurings, recapitalizations
- Dissolution/liquidation
- Issuance of new Units/securities
- Sale of all/substantially all assets
- Indebtedness >$500,000 aggregate outstanding
- Any action impeding Exchangeable Unit conversion

### Critical Deconsolidation Provision (Section 6.06)

> "Neither Parent nor Holdings shall have, nor shall be deemed to have, control of or the right to direct the business, operations, or activities of the Company or any Subsidiary."

Protection Agreement consent rights "are intended solely to preserve the value of the Exchangeable Units and do not... constitute control." This section is **"essential to achieving and maintaining GAAP deconsolidation."**

### Voting Rights

- Only Class A and Class B Units (Voting Units) carry voting rights
- Exchangeable Units carry **zero voting rights** until converted to Class B
- Class A: 1 vote per Unit on all matters
- Class B: 1 vote per Unit (same economics as Class A)

### Transfer Restrictions (Article VIII)

**Definition of Transfer:** Any direct or indirect sale, assignment, transfer, pledge, hypothecation, encumbrance, or other disposition of a Unit or any economic or other interest therein.

**Permitted Transfers require:**
1. Prior written consent of the Board
2. Compliance with Investor's transfer restrictions in the Unit Purchase Agreement
3. Transferee would not be an "Affected Member"
4. All requisite Cannabis Regulatory Body approvals obtained
5. Transferee must execute a joinder agreement

**Automatic Divestiture (Section 8.04):** If a Member is charged/convicted of a criminal offense that would disqualify them from cannabis ownership, or if a Cannabis Regulatory Body issues a formal recommendation that the Member is unfit, all interests of that "Affected Member" automatically and immediately terminate.

### Distributions

- Only Class A and Class B holders receive Distributions (Exchangeable Unit holders: none)
- Pro rata to Class A and Class B holders
- **Monthly Distribution Cap (Interim Period):** Class A distributions ≤ $25,000/month
- No distribution if Company can't meet anticipated operating expenses
- Best efforts for annual tax distributions to Class A holders

### Conversion Mechanics

- **Triggering Event Date** = Stock Exchange Permissibility Date (NYSE permits listing of cannabis-consolidating companies for adult-use)
- After trigger, Holdings may convert **all** (not partial) Exchangeable Units → Class B Units at 1:1 ratio
- Requires Cannabis Regulatory Body approvals (California DCC + local); Holdings bears cost/effort
- **Class A Unit Adjustment:** If Class A would fall below 10% post-conversion, Company auto-issues additional Class A Units to Investor to maintain ≥10%. Holdings capped at ≤90% post-conversion

### Amendment Requirements (Section 14.01)

Amendments require written instrument signed by:
1. Members holding a majority of outstanding Voting Units
2. Holdings (if adversely affecting Exchangeable Unit or Class B rights)
3. As required by Section 6.04

No amendment effective that would: (a) impair conversion rights; (b) reduce Monthly Distribution Cap protections; or (c) modify Article XIII — without Holdings' prior written consent.

### Governing Law & Dispute Resolution

- California law governs
- Binding arbitration in Los Angeles per AAA Commercial Arbitration Rules

---

## 2. PROTECTION AGREEMENT

**Source:** SEC 6-K (June 17, 2026), Exhibit 99.4
**URL:** https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-4.htm
**Effective Date:** June 12, 2026
**Parties:** Glass House Brands Inc. (Parent), GHB Usub, LLC (Holdings), Glass House Retail, LLC (Company)

### Who Is Protected

**GHB Usub, LLC (Holdings)** is the protected party. Holdings holds 900 Exchangeable Units (90% economic interest, non-voting). The Protection Agreement preserves the value of these Exchangeable Units during the **Interim Period** (Effective Date → conversion of all Exchangeable Units into Class B Units).

The agreement **explicitly does NOT confer control** over the Company to Parent or Holdings. Protection Agreement consent rights "are intended solely to preserve the value of the Exchangeable Units and do not... constitute control."

### Key Definitions

- **Final Order Date:** Date U.S. DOJ issues a final order reclassifying marijuana for adult recreational use to Schedule III of the CSA
- **Material Contract:** Any contract involving aggregate consideration >$500,000/year
- **Monthly Distribution Cap:** $25,000 (distributions to Class A Unit holders)
- **Permitted Liens:** Purchase-money security interests, capital leases, liens securing permitted indebtedness, or liens consented to by Holdings

### Negative Covenants (Article II) — Restricted Actions

During the Interim Period, the Company **cannot take any of the following actions without prior written consent of Holdings** (consent granted/withheld in Holdings' sole discretion). Violations are **void ab initio**.

**Governance & Equity Restrictions:**
- (a) Amend LLC Agreement, Articles, or subsidiary organizational docs adversely affecting Holdings' rights
- (c) Issue/sell/grant Units, equity, options, warrants to anyone other than Holdings (exception: Class A adjustment per §3.05)
- (k) Adopt/amend/terminate equity incentive or phantom equity plans
- (n) Reclassify any Units or equity securities
- (o) Redeem/repurchase/acquire any Units or equity securities
- (p) Create new Subsidiary (except wholly-owned) or cause wholly-owned Subsidiary to become non-wholly-owned
- (q) Amend terms of any Units or equity securities
- (u) Pledge/encumber any Units (except Permitted Liens)

**Financial Restrictions:**
- (b) Distributions exceeding Monthly Distribution Cap ($25K/mo); any Distribution to Exchangeable Unit holders pre-conversion
- (d) Indebtedness for borrowed money >$500,000 aggregate outstanding
- (s) Loans to any officer/manager/director/employee/consultant
- (x) Increase salary/bonus to Officers/Managers/key employees (except ordinary course)

**Business & Operational Restrictions:**
- (e) Merge/consolidate or sell substantially all assets
- (f) Adopt plan of liquidation/dissolution
- (g) Enter contracts restricting/impairing Holdings' conversion rights or Call Right
- (h) Actions causing loss of partnership/disregarded entity tax status or triggering Investment Company Act registration
- (i) Create Encumbrances on Class A, Exchangeable, or Class B Units
- (j) Related-party transactions with Investor or Investor Affiliates >$100,000 without Holdings' approval
- (l) Commence voluntary bankruptcy/insolvency/restructuring
- (m) Relocate or expand cannabis retail operations **outside California**
- (r) Contracts providing payments triggered by conversion or acquisition
- (t) Contracts limiting competition (post-Interim Period: Parent/Holdings/Affiliates included)
- (v) Actions causing loss/expiration/surrender of Cannabis Licenses
- (w) Actions preventing/delaying/impeding conversion of Exchangeable Units
- (y) Business in violation of applicable Law or criminal offense
- (z) Actions causing Parent's delisting from NYSE
- (aa) Agree/commit to do any of the foregoing

### Affirmative Covenants

The Company shall:
- (a) Conduct business in ordinary course, compliant with applicable laws
- (b) Maintain all Cannabis Licenses in good standing
- (c) Maintain books and records in accordance with GAAP
- (d) Provide Holdings with quarterly financial statements, annual budgets, and operational reports
- (e) Cooperate with Holdings on conversion of Exchangeable Units
- (f) Maintain insurance coverage at commercially reasonable levels

---

## 3. CONSULTING / SERVICES AGREEMENT (CSA)

**Source:** Referenced in LLC Agreement Section 13.03 and Material Change Report (Exhibit 99.1 to 6-K)
**Note:** The CSA itself was **NOT filed as a separate public exhibit** on EDGAR. It is referenced as a concurrent agreement in the Class A Unit Purchase Agreement (Section 2.03(c) requires execution at Closing) and described in LLC Agreement Section 13.03. The full text may be available on SEDAR+.

### Parties
- **Service Provider:** A subsidiary of Glass House Brands Inc. (Parent)
- **Recipient:** Glass House Retail, LLC (Company)

### Services Provided
Management, consulting, advisory, and administrative services to Glass House Retail.

### Compensation / Fee Structure
- **Arm's-length terms**
- **Cost reimbursement plus a 5% margin**, subject to a cap
- The specific cap amount is not disclosed in the public filings

### Termination
- Either party may terminate on **not fewer than 90 days' prior written notice**

### Critical Non-Control Provision

> "The terms of the CSA shall not confer upon Parent or Holdings any right to direct or control the business, operations, or activities of the Company for purposes of Section 6.06 or for any GAAP consolidation analysis."

Each Member (NSJB and Holdings) represents that it has **received and reviewed the CSA** and is in agreement with its terms. Each Member agrees not to take any action that could cause the CSA to be breached by the Company.

### Why This Matters
The CSA is a critical component of the deconsolidation structure. It allows Glass House Brands to continue providing back-office and management services to the retail entity while maintaining GAAP deconsolidation. The 5% margin ensures the arrangement is arm's-length and not a mechanism for control.

---

## 4. NSJB NOTE (PURCHASE NOTE)

**Source:** Class A Unit Purchase Agreement (Exhibit 99.3 to 6-K), Section 2.01
**URL:** https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm

### Transaction Structure

Under Section 2.01 of the Class A Unit Purchase Agreement:

> "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."

### Key Terms

| Parameter | Detail |
|-----------|--------|
| **Issuer of Note** | NSJB Investments LLC (Investor) |
| **Payee** | Glass House Retail, LLC (Company) |
| **Principal Amount** | $2,500,000 (the "Investment Amount") |
| **Interest Rate** | **NOT publicly disclosed** — the note is "in the form agreed to between the Company and the Investor" (private side document) |
| **Maturity** | **NOT publicly disclosed** — same as above |
| **Security** | **NOT publicly disclosed** — same as above |

### Critical Gap in Public Disclosure

The actual Purchase Note document (with interest rate, maturity, security, and repayment terms) was **NOT filed as a public exhibit** on EDGAR. It is referenced in the Unit Purchase Agreement as a concurrent deliverable (Section 2.03(a): "the Investor shall issue to the Company the Purchase Note" at Closing), but its specific terms are described only as "in the form agreed to between the Company and the Investor."

This is a **significant undisclosed term** — the public filings describe the $2.5M investment and the unit structure in detail, but the actual payment instrument's financial terms (rate, maturity, security) are not publicly available.

### Related: Repurchase/Put Note (Section 3.03)

If the Call Right or Put Right is exercised, the Company/designee may elect to pay via a **Repurchase/Put Note**:
- Payable over a **5-year period**
- Interest rate: **"the same rate as set forth in the Purchase Note"** (i.e., same undisclosed rate)
- Terms "substantially similar as the Purchase Note or as otherwise agreed to by the parties"

This cross-reference confirms that the Purchase Note has a defined interest rate, but that rate is not in the public filing.

### Offset Mechanism

Per Section 3.01(b) of the Unit Purchase Agreement: "The Company shall offset any amounts owed under the Purchase Note, including all accrued interest, when paying the Repurchase/Put Price." This means if the Call Right is exercised, the outstanding note balance (principal + accrued interest) is netted against the repurchase price owed to NSJB.

---

## 5. CALL/PUT DOCUMENTATION

**Source:** Class A Unit Purchase Agreement (Exhibit 99.3 to 6-K), Article III
**URL:** https://www.sec.gov/Archives/edgar/data/1848731/000110465926074968/tm2617929d1_ex99-3.htm

Both the Call Right and Put Right are exercisable **only following the Triggering Event Date** (Stock Exchange Permissibility Date — when NYSE permits listing of companies consolidating cannabis entities for adult-use purposes).

### Call Right (Section 3.01) — Company's Right to Buy Back

| Parameter | Detail |
|-----------|--------|
| **Who Exercises** | Company (or Holdings or its designee) |
| **What** | Purchase **all** (not less than all) Class A Units from Investor |
| **Exercise Price** | Fair Market Value (Repurchase/Put Price) — **no discount for minority interest or lack of marketability** |
| **Closing Timeline** | Within **30 days** of Call Notice (or longer for Regulatory Approvals) |
| **Payment Offset** | Company may offset amounts owed under the Purchase Note (including accrued interest) |
| **Transfer** | Units transfer automatically, free and clear of Encumbrances |
| **Regulatory** | Subject to receipt of all Cannabis Regulatory Body approvals |

### Put Right (Section 3.02) — Investor's Right to Sell Back

| Parameter | Detail |
|-----------|--------|
| **Who Exercises** | Investor (NSJB Investments LLC) |
| **What** | Require Company (or Holdings/designee) to purchase **all** Class A Units |
| **Exercise Price** | Same Repurchase/Put Price (Fair Market Value, no discounts) |
| **Closing Timeline** | Within **30 days** of Put Notice |
| **Regulatory** | Subject to Cannabis Regulatory Body approvals |

### Fair Market Value Determination

- Determined by a **nationally recognized independent appraisal firm** selected by mutual agreement of Company and Investor
- If no agreement within **10 Business Days**, firm selected by the **American Arbitration Association**
- Appraisal determination is **final and binding** on the parties
- Appraisal costs borne **equally** by Company and Investor
- Fair Market Value can also be determined by mutual agreement of the parties, each acting reasonably

### Repurchase/Put Note Option (Section 3.03)

The Company/designee may elect to pay the Call/Put price via promissory note instead of cash:
- **Repayment period:** 5 years
- **Interest rate:** Same as the Purchase Note (undisclosed)
- **Terms:** Substantially similar to the Purchase Note or as otherwise agreed

### Triggers and Timelines Summary

```
[Effective Date: June 12, 2026]
    │
    ▼
[Interim Period] ── NSJB holds 100% voting (Class A), Holdings holds 90% economic (Exchangeable, non-voting)
    │                 No Call/Put exercisable
    │
    ▼
[Triggering Event Date] = Stock Exchange Permissibility Date
    │                   (NYSE permits cannabis-consolidating listings for adult-use)
    │
    ├──► Holdings may convert Exchangeable Units → Class B Units (all, not partial)
    │      (requires Cannabis Regulatory Body approvals)
    │
    ├──► Call Right becomes exercisable (Company buys back NSJB's Class A)
    │
    └──► Put Right becomes exercisable (NSJB sells back to Company)
              │
              ▼
         [Closing within 30 days of notice]
              │
              ▼
         [Payment: Cash OR 5-year Repurchase/Put Note at same rate as Purchase Note]
              │
              ▼
         [Note offset: Purchase Note balance netted against repurchase price]
```

### Board Nomination Rights (Article IV) — Tied to Call/Put

- While Investor holds **>50%** of Class A Units: entitled to designate **2 Managers**
- If ownership drops to **≤50%**: right reduces to **1 Manager**
- Initial designees: **Jared Beilke** and **Nicholas Sarris**
- Parent/Company must cause Holdings to vote in favor of Investor's designees

---

## 6. SIDE LETTERS, AMENDMENTS & UNDISCLOSED AGREEMENTS

### Findings

Based on a thorough review of all public SEC filings related to the Glass House Retail deconsolidation, the following items were identified:

#### A. The Purchase Note (Undisclosed Terms)

The most significant undisclosed document is the **Purchase Note** itself. While the Unit Purchase Agreement (Exhibit 99.3) references it and specifies the $2.5M principal, the actual note — with its interest rate, maturity date, security/collateral, and repayment schedule — is described only as being "in the form agreed to between the Company and the Investor." This is a **private side agreement** not filed on EDGAR. It may be filed on SEDAR+ under the Company's issuer profile (the Material Change Report directs investors to SEDAR+ for "further information").

#### B. The Consulting Services Agreement (Not Filed as Exhibit)

The CSA is referenced in LLC Agreement Section 13.03 and required as a concurrent closing deliverable (Unit Purchase Agreement Section 2.03(c)), but the **full CSA document was not filed as an exhibit** to the June 17, 2026 6-K. Only its key terms are summarized in the LLC Agreement: cost reimbursement plus 5% margin, subject to a cap, 90-day termination. The specific cap amount and detailed scope of services are not in the public filing. Again, SEDAR+ may have the full document.

#### C. No Separate Side Letters Identified

No separately captioned "side letter" documents were filed on EDGAR in connection with the deconsolidation transaction. The 6-K filed June 17, 2026 (Acc. No. 0001104659-26-074968) contains exactly 8 documents:

| Exhibit | Description | Filed? |
|---------|-------------|--------|
| 99.1 | Material Change Report (Form 51-102F3) | ✓ |
| 99.2 | Second A&R LLC Agreement | ✓ |
| 99.3 | Class A Unit Purchase Agreement | ✓ |
| 99.4 | Protection Agreement | ✓ |
| 99.5 | Unaudited Pro Forma Financial Statements | ✓ |
| 99.6 | News Release (press release) | ✓ |
| — | Purchase Note | ✗ NOT FILED |
| — | Consulting Services Agreement | ✗ NOT FILED |

#### D. Prior Agreement History

The Second A&R LLC Agreement (June 12, 2026) replaces:
1. **Original Operating Agreement** dated October 27, 2020 (formation of Glass House Retail, LLC)
2. **First A&R Operating Agreement** dated December 20, 2021

The prior agreements are not publicly available in the current filing. Under the Prior Agreement, Holdings owned 100% of the membership interests of the Company.

#### E. "Applicable Premium Trigger Event" — Referenced but Undefined in Public Filing

The LLC Agreement references an "Applicable Premium Trigger Event" (defined in the Unit Purchase Agreement), but this term does not appear in the publicly extracted text of the Unit Purchase Agreement. This suggests there may be additional defined terms or provisions in the Unit Purchase Agreement that were not fully captured, or this term may be defined in a schedule/exhibit to the UPA that was not separately filed.

#### F. SEDAR+ as Potential Source for Missing Documents

The Material Change Report (Exhibit 99.1) and press release (Exhibit 99.6) both state: "Further information about the Deconsolidation Transaction may be found on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile." The full CSA and Purchase Note may be filed there, as Canadian reporting issuers are required to file material contracts on SEDAR+. However, these documents were not accessible via web search at the time of this research.

---

## 7. CORPORATE STRUCTURE / ORG CHART

**Sources:**
- SEC Form 40-F (March 24, 2026), Exhibit 99.1 (Audited Financial Statements) — subsidiary list
- SEC Form 40-F (March 24, 2026), Exhibit 99.3 (Annual Information Form) — corporate history
- SEC 6-K (June 17, 2026), Exhibit 99.5 (Pro Forma Financial Statements) — post-deconsolidation structure
- MJBizDaily (June 18, 2026) — NSJB/Beilke background

### Post-Deconsolidation Org Chart (as of June 17, 2026)

```
Glass House Brands Inc. (NYSE: GLAS)
│  British Columbia corporation (public parent)
│  HQ: 3645 Long Beach Blvd, Long Beach, CA 90807
│  Shares: 75.3M Subordinate Voting + 4.8M Multiple Voting (50 votes each)
│  Founders hold ~76% voting power (Kazan, Farrar, Rosenwald family)
│
├── GH Group, Inc. (Delaware)
│   │  Intermediate holding company (acquired via reverse merger June 29, 2021)
│   │
│   ├── GHB Usub, LLC (Delaware) ["Holdings"]
│   │   │  Indirect wholly-owned subsidiary of Parent
│   │   │
│   │   ├── Glass House Retail, LLC (California) ["GHR"] ◄═══ DECONSOLIDATED
│   │   │   │  Former indirect wholly-owned subsidiary, now DECONSOLIDATED
│   │   │   │  Holds adult-use (dual-use) cannabis retail business
│   │   │   │  Formed: October 27, 2020
│   │   │   │
│   │   │   ├── Unit Holders:
│   │   │   │   ├── NSJB Investments LLC (CA) — 100 Class A Units (10% economic, 100% voting)
│   │   │   │   │   └── Designees: Jared Beilke, Nicholas Sarris (2 of 3 Board seats)
│   │   │   │   └── GHB Usub, LLC — 900 Exchangeable Units (90% economic, 0% voting)
│   │   │   │       └── Designee: Kyle Kazan (1 of 3 Board seats)
│   │   │   │
│   │   │   ├── CEO: Jennifer Barry
│   │   │   ├── Operations: 10 retail dispensaries in California
│   │   │   │   (Farmacy SB, Farmacy Berkeley, The Pottery, Bud and Bloom,
│   │   │   │    NHC Grover Beach, NHC Lemoore, NHC Morro Bay, NHC Turlock,
│   │   │   │    Farmacy Isla Vista, Farmacy Santa Ynez)
│   │   │   └── Fair value of retained interest: ~$19.8M (per pro forma)
│   │   │
│   │   ├── Glass House Cultivation LLC
│   │   │   (Cultivation operations — Casitas ~150K sq ft, Padaro ~375K sq ft)
│   │   │
│   │   ├── Glass House Camarillo Cultivation LLC
│   │   │   (SoCal Farm — 5.5M sq ft greenhouse on 160 acres in Camarillo)
│   │   │
│   │   ├── GHLompoc LLC / Lompoc Manufacturing GHG LLC / Lompoc Management Co. LLC
│   │   │   (Manufacturing facility in Lompoc, CA — ~22K sq ft)
│   │   │
│   │   ├── Glass House Manufacturing LLC / CA Manufacturing Solutions LLC
│   │   │   (CPG manufacturing)
│   │   │
│   │   ├── GH Supply Company LLC / GK Produce LLC
│   │   │   (Distribution and supply)
│   │   │
│   │   ├── Plus Products Holdings Inc. / PLUS Products
│   │   │   (CPG brand — acquired April 2022 for ~$31M)
│   │   │
│   │   ├── Bud and Bloom LLC (Santa Ana retail)
│   │   ├── Farmacy SB Inc. (Santa Barbara retail)
│   │   ├── ICANN LLC (Berkeley retail — acquired Jan 2021)
│   │   ├── Pottery Inc. (Los Angeles retail)
│   │   ├── Mission Health Associates Inc.
│   │   ├── Natural Healing Center LLC / NHC Lemoore LLC / NHC MMB LLC / NHC Turlock LLC
│   │   ├── E7 Eureka LLC
│   │   ├── Farmacy Isla Vista LLC
│   │   ├── SBDank LLC (100% acquired Aug 2025)
│   │   ├── MGF Management LLC
│   │   ├── NextGen Libations LLC / NextGen Manager LLC
│   │   ├── Palm Desert Management Services LLC
│   │   ├── REEForm LLC
│   │   ├── KG Flowers LLC
│   │   ├── GHCH LLC
│   │   ├── East Saint Gertrube 1327 LLC
│   │   └── GH RE Manage [full name truncated in filing]
│   │
│   └── [Other direct GH Group subsidiaries as applicable]
│
└── MPB Acquisition Corp. (British Columbia)
    └── 6,389,244 Exchangeable Shares outstanding (exchangeable 1-for-1 for Equity Shares)
```

### Key Structural Notes

1. **Public Parent:** Glass House Brands Inc. is a BC corporation (formerly Mercer Park Brand Acquisition Corp., a SPAC). It completed a reverse merger with GH Group, Inc. on June 29, 2021.

2. **Intermediate Holding:** GH Group, Inc. (Delaware) is the primary U.S. operating holding company through which most subsidiaries are owned.

3. **GHB Usub, LLC** is the specific subsidiary that holds the Exchangeable Units in Glass House Retail. It is described as an "indirect wholly-owned subsidiary" of Parent.

4. **Glass House Retail, LLC** is now **deconsolidated** from Glass House Brands' financial statements. It holds the adult-use/dual-use cannabis retail business. NSJB Investments LLC holds the voting Class A Units; GHB Usub holds the non-voting Exchangeable Units.

5. **SoCal Holdings / SoCal Farm:** The 5.5M sq ft Camarillo greenhouse facility is held through Glass House Camarillo Cultivation LLC (acquired September 14, 2021 for $93M cash + 6.5M shares). This remains within the consolidated Glass House Brands group (medical cannabis only post-deconsolidation).

6. **Retail brands post-deconsolidation:** Glass House Retail operates Farmacy (Santa Barbara, Santa Ana, Berkeley, Isla Vista, Santa Ynez), NHC (Grover Beach, Lemoore, Morro Bay, Turlock), The Pottery (Los Angeles), and Bud and Bloom (Santa Ana) — 10 dispensaries total.

7. **Vireo Growth JV:** On April 13, 2026, Glass House Brands and Vireo Growth Inc. announced a definitive agreement to form a joint venture (per Vireo's 10-Q filed May 2026).

### Pro Forma Impact of Deconsolidation (as of March 31, 2026)

| Metric | As Reported | Pro Forma | Change |
|--------|------------|-----------|--------|
| Total Assets | $325.4M | $315.2M | ($10.1M) |
| Investment in GHR | $0 | $19.8M | +$19.8M |
| Revenue (Q1 2026) | $40.5M | $28.6M | ($11.9M) |
| Revenue (FY 2025) | $182.0M | $133.7M | ($48.2M) |
| Net Loss (FY 2025) | ($29.0M) | ($39.9M) | ($10.9M) |
| Loss on Deconsolidation | $0 | $11.4M | +$11.4M |

---

## SOURCES & CITATIONS

### SEC EDGAR Filings

| Filing | Date | Accession No. | Exhibits Used |
|--------|------|---------------|---------------|
| Form 6-K | June 17, 2026 | 0001104659-26-074968 | 99.1 (Material Change Report), 99.2 (LLC Agreement), 99.3 (Unit Purchase Agreement), 99.4 (Protection Agreement), 99.5 (Pro Forma Financials), 99.6 (News Release) |
| Form 40-F | March 24, 2026 | 0001848731-26-000015 | 99.1 (Audited Financial Statements), 99.2 (MD&A), 99.3 (Annual Information Form) |
| Form 20-F (Shell Company Report) | December 13, 2022 | 0001104659-22-131139 | Organizational structure (Exhibit 8.1 referenced) |
| Form 6-K (Q2 2023 Financials) | August 9, 2023 | 0001104659-23-091504 | Exhibit 99.1 (Unaudited Interim Financials) |

### Other Sources

| Source | Date | URL/Reference |
|--------|------|---------------|
| Glass House Brands Press Release | June 17, 2026 | glasshousebrands.com/press-release/glass-house-brands-announces-its-deconsolidation... |
| MJBizDaily | June 18, 2026 | mjbizdaily.com/news/glass-house-brands-goes-medical-cannabis-only... |
| 2022 Audited Financial Statements (Amended) | April 1, 2024 | glasshousebrands.com/wp-content/uploads/2024/04/2022-Glass-House-Brands-Inc.-Audited-FS-amended-and-restated.pdf |
| 2025 Audited Financial Statements | March 24, 2026 | glasshousebrands.com/wp-content/uploads/2026/03/2025-GHBI-Annual-audited-financial-statements.pdf |
| SEDAR+ | Various | www.sedarplus.ca (Glass House Brands issuer profile) |
| Vireo Growth 10-Q | May 2026 | sec.gov/Archives/edgar/data/1771706/000110465926059455/vreof-20260331x10q.htm |

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## KEY GAPS & RECOMMENDATIONS FOR FURTHER RESEARCH

1. **Purchase Note Terms:** The interest rate, maturity, security, and repayment schedule of the NSJB Purchase Note are not in EDGAR filings. **Recommendation:** Check SEDAR+ for the full note document, as Canadian reporting issuers must file material contracts.

2. **CSA Full Text & Cap Amount:** The Consulting Services Agreement's specific cost cap and detailed scope of services are not in public filings. **Recommendation:** Check SEDAR+.

3. **"Applicable Premium Trigger Event":** This term is referenced in the LLC Agreement as defined in the Unit Purchase Agreement, but does not appear in the publicly extracted UPA text. It may be in a schedule or exhibit to the UPA not separately filed, or may relate to a prepayment premium on the Purchase Note.

4. **NSJB Investments LLC Background:** Limited public information on NSJB Investments LLC. MJBizDaily identifies Jared Beilke as NSJB's CEO. Nicholas Sarris is the other Board designee. No further background on NSJB's ownership, capital source, or relationship (if any) to Glass House insiders was found in public filings. **Recommendation:** Search California Secretary of State business entity records for NSJB Investments LLC formation details and members/managers.

5. **Prior Operating Agreements:** The original Operating Agreement (October 27, 2020) and First A&R Operating Agreement (December 20, 2021) for Glass House Retail are not in the current 6-K filing. These may contain historical context on how the retail entity was originally governed.

6. **Litigation Discovery:** No litigation discovery documents related to Glass House Retail agreements were found via public web search. The Element 7/APB litigation (Case No. 22STCV09323) is separate and relates to retail license entities, not the GHR structure.

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*End of Report*