GNLN

MKT CAP $1.1MP/E —DIV YIELD —FCF YIELD —REV TTM $2.6M −67.0%NET INCOME −$121.7MNET DEBT $1.6M52W 1.63 – 27.08SEC XBRL · TTM TO Invalid Date

How GNLN rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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These risks include, but are not limited to, the following: Risks Related to Our Digital Asset Trading Strategy and Cryptocurrencies ● We have adopted a digital asset treasury strategy with a focus on BERA, and we may be unable to successfully implement this strategy. ● Our shift towards a BERA-focused strategy requires substantial changes in our day-to-day operations and exposes us to significant operational risks. ● A disruption of the internet may affect the operation of blockchain networks, which may adversely affect the digital asset industry and an investment in us. ● Blockchain technologies are based on theoretical conjectures as to the impossibility of solving certain cryptographical puzzles quickly.
These premises may be incorrect or may become incorrect due to technological advances. ● Technical shortcomings or defects in the BERA network, including changes to its validator structure, governance model, or core software, could diminish the utility and value of BERA and harm our business. ● If validators exit the BERA network, it could increase the likelihood of a malicious actor obtaining control. ● Berachain may not be able to compete with other blockchain networks.
If Berachain is not able to compete successfully, the value of BERA would be significantly affected. ● The economic design underlying PoL may be flawed, may fail to gain adoption, or may be exploited.
Any such events could undermine the growth and development of the Berachain network. ● We and other users may suffer losses due to staking or validator slashing, which could make Berachain less attractive. ● We face risks relating to the potential compromise of Berachain’s and other blockchains’ network security by emerging technologies, including artificial intelligence and quantum computing, which may materially and adversely impact our operations and financial condition. ● BERA is created and transmitted through the operations of the Berachain network, a decentralized network of computers running software following the Berachain protocol.
If the Berachain network is disrupted or encounters any unanticipated difficulties, the value of BERA could be negatively impacted. ● We face risks relating to the custody of our BERA or other digital assets, including the loss or destruction of private keys required to access our BERA or other digital assets and cyberattacks or other data loss relating to our BERA or other digital assets. ● There is a possibility that BERA tokens may be classified as a “security” under U.S. federal securities laws.
If BERA tokens are classified as a “security,” that would subject us to additional regulation and could materially impact the operations of our treasury strategy and our business. ● Regulatory change reclassifying BERA as a security could lead to our falling within the definition of “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”), and could adversely affect the market price of BERA and the market price of our Common Stock. ● Berachain provides base layer infrastructure that can be used for multiple types of applications, including applications that may be unregulated or face significant regulatory risks. ● Digital assets represent a new and rapidly evolving industry, and the value of our Common Stock may depend, in large part, on the acceptance of Berachain and applications built on the Berachain protocol.
Risks Related to Our Use of Derivatives on BERA ● We plan to engage in derivatives transactions, including call options and put options on BERA, and such transactions may expose us to material risks that could adversely impact our business, operating results and financial condition. ● Our financial results and the market price of our Common Stock may be affected by the prices of BERA. ● The trading prices of many digital assets, including BERA, have experienced extreme volatility in recent periods and may continue to do so.
Extreme volatility in the future, including further declines in the trading prices of BERA, could have a material adverse effect on the value of the Common Stock. ● We have recently adopted a digital asset treasury strategy with a focus on BERA, and we may be unable to successfully implement this new strategy.
Risks Related to Our Business and Industry ● Global economic conditions, including global conflicts, inflation and supply chain disruptions, could materially and adversely our business, prospects, results of operations, financial condition, or cash flows. ● Our financial results and the market price of our Common Stock may be affected by the prices of BERA. ● The trading prices of many digital assets, including BERA, have experienced extreme volatility in recent periods and may continue to do so.
Extreme volatility in the future, including further declines in the trading prices of BERA, could have a material adverse effect on the value of the Common Stock.
Risks Related to Our Organizational Structure ● The Tax Receivable Agreement (the “TRA”) may require us to make cash payments to the members of the Operating Company in respect of certain tax benefits to which we may become entitled.
Risks Related to Ownership of Our Class A Common Stock ● Our failure to meet the continued listing requirements of the Nasdaq Capital Market could result in a delisting of our Class A common stock ● There are risks related to Nasdaq’s proposed rule regarding minimum market value of listed securities. ● The market price of our Class A common stock has been volatile and has declined significantly since our initial public offering and may face more volatility and price declines in the future.
As a result, you may not be able to resell your shares at or above the price at which you have acquired or will acquire shares of our Class A common stock. ● We are a “smaller reporting company” under federal securities laws and we cannot be certain whether the reduced reporting requirements applicable to such companies will make our Class A common stock less attractive to investors.
BUSINESS Overview Founded in 2005, Greenlane is a public company whose primary strategic focus is a digital asset treasury strategy centered on BERA.
We also continue to operate a reduced-scale wholesale and distribution business through an asset-light drop-ship model.
In October 2025, we undertook a substantial strategic transition from a traditional wholesale and distribution operating model to a digital asset treasury strategy centered on BERA, the native digital asset of the layer-1 blockchain protocol known as Berachain (“Berachain”).
While we continue to operate a scaled-down wholesale / distribution business, our primary capital allocation focus has shifted to the acquisition, staking, validator participation and strategic deployment of digital assets.
We are a Berachain ecosystem participant focused on supporting the development and operation of blockchain-based infrastructure, including assets and applications built on Berachain.
We engage in network staking, validator participation, liquidity provisioning, and strategic initiatives intended to contribute to the long-term sustainability of decentralized protocols within its portfolio.
Our BERA Treasury Strategy Adoption of a BERA Treasury Policy In October 2025, we adopted a treasury policy (the “Treasury Policy”) under which a significant portion of treasury assets may be on the balance sheet is allocated to digital assets, of which BERA is currently the principal digital asset holding.
In October 2025, our Board of Directors (the “Board”) created a Digital Assets Committee to oversee our Treasury Policy.
In addition to operating a reduced-scale legacy wholesale / distribution business through an asset-light drop-ship model, our management has focused its resources in accordance with the Treasury Policy and a significant portion of the balance sheet has been allocated to holding BERA in our digital asset treasury.
Currently, BERA is our principal digital asset holding under our Treasury Policy.
As a result, our assets are highly concentrated in a single digital asset.
Adverse developments specific to BERA, its protocol, or its ecosystem could have a disproportionate impact on our financial condition and results of operations.
To mitigate price risk, we may from time to time hedge our BERA exposure in whole or in part using a combination of call options, put options, total return swaps, futures, or other derivative instruments executed through regulated or institutional-grade counterparties.
However, there can be no assurance that such hedging strategies will be available at favorable terms, executed without market impact, or sufficient to offset adverse price movements in BERA.
Our Treasury Policy is intended to support treasury management, liquidity, and capital allocation through the following: ● utilizing capital markets issuances, including the issuance of both equity and convertible debt, where we may issue capital to support our Treasury Policy, liquidity objectives, and other corporate purposes, including acquisition of BERA; ● purchasing BERA, either through open market purchases, block trades, or other negotiated transactions, including both locked and unlocked BERA; ● actively participating in staking, validator activities, and limited decentralized finance (“DeFi”) strategies, subject to risk management controls and governance oversight; and ● selling our BERA holdings, whether on the open market, through block trades, or other negotiated transactions, for liquidity management, treasury rebalancing, risk management, or other corporate purposes, when legally permissible and approved under the Company’s governance framework.
Berachain and the Berachain Ecosystem Berachain is a decentralized, open-source, EVM-compatible layer-1 blockchain engineered for high throughput, low latency, and full compatibility with Ethereum tooling, smart contracts, and infrastructure.
This design enables seamless porting of Ethereum decentralized applications (“dApps”) and allows Berachain to adopt major Ethereum upgrades with minimal friction, providing developers immediate access to a growing, high-performance alternative network.
Berachain utilizes a novel proof of liquidity consensus mechanism (“PoL”) that integrates network security with active liquidity provisioning.
The network revolves around three core participant groups: ● validators who are responsible for securing the network by proposing and attesting to new blocks in exchange for network rewards; ● users comprising of individuals and organizations that use Berachain for a variety of purposes (e.g., transferring value, interacting with dApps and participating in DeFi protocols); and ● developers worldwide who are contributing to the Berachain protocol by building dApps and creating new use cases for the network.
The PoL consensus model utilizes a dual-token model, each as described below: ● BERA is the native gas and staking token on the Berachain protocol.
It is used to pay transaction fees and execute smart contracts.
Validators stake BERA to participate in the PoL consensus mechanism, with the top 69 validators holding the highest staked amount of BERA forming the set of active validators eligible to earn block rewards. ● BGT is a non-transferable token on the Berachain protocol.
It is emitted only to validators as part of block rewards and is earned solely through on-chain participation in PoL.
Validators must stake BGT to specific dApps’ reward vaults in order to direct the allocation of future BGT emissions by the Berachain protocol.
A dApp reward vault that receives delegated BGT may distribute that BGT to users in exchange for predefined actions, such as providing liquidity, executing trades, or interacting with protocol features.
Any holder of BGT may burn it on a 1:1 basis to mint an equivalent amount of BERA.
Using these two tokens, PoL is designed to create a network incentive flywheel whereby validators stake BERA to secure the blockchain and earn BGT through block production, then stake or delegate BGT to dApps to direct future emissions. dApps in turn award BGT to users for liquidity provisioning or protocol usage, and users can burn BGT 1:1 for BERA.

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Gone since FY2024

These risks include, but are not limited to, the following: ● Global economic conditions, including inflation and supply chain disruptions, could materially and adversely our business, prospects, results of operations, financial condition or cash flows. ● A significant percentage of our revenue is dependent on sales of products from a relatively small number of key suppliers, and a decline in sales of products from these suppliers could materially harm our business. ● We do not have long-term agreements or guaranteed price or delivery arrangements with most of our suppliers.
Such a loss may have an adverse effect on our product offerings and our business. ● We are vulnerable to third-party transportation risks, including governmental laws and common carriers’ policies that prevent the shipment of the types of products we sell. ● If we are unable to successfully execute on our liquidity and strategic initiatives, we may have significant cash constraints, which would have a material and adverse impact on our business and results of operations and ability to pay our debts as they come due. ● Complications and disruptions associated with the design and implementation of our new ERP system have occurred and could adversely impact our business and operations in the future. ● We may be required to seek additional financing sources, which may not be available to us on attractive terms if at all and could restrict our ability to engage in important business activities. ● While we believe that our business and sales do not violate the Federal Paraphernalia Law, legal proceedings alleging violations of such law or changes in such law or interpretations thereof could materially and adversely affect our business, financial condition, or results of operations. ● Officials of the U.S.
Customs and Border Protection agency (“CBP”) have broad discretion regarding products imported into the United States, and the CBP has on occasion seized imported products, and seizures of the products we sell could have a material adverse effect on our business operations or our results of operations. ● Our business depends partly on continued purchases by businesses and individuals selling or using cannabis and cannabis ancillary products pursuant to federal and state laws in the United States and laws in Canada, the European Union, United Kingdom, Mexico, and Latin America.
Additionally, we are subject to legislative uncertainty that could slow or halt the legalization and use of cannabis, which could negatively affect our business. ● The market for vaporizer products and related items is a niche market, subject to a great deal of uncertainty and is still evolving, including uncertainty related to the regulation of vaporization products and certain other consumption accessories.
Increased regulatory compliance burdens, no matter how they arise, could have a material adverse impact on our business development efforts and our operations. ● Recently adopted laws prohibit the mailing of certain vaporizer products through the United States Postal Service (“USPS”) and place certain regulatory requirements on shipment of those products through other carriers.
Additionally, carriers including UPS and FedEx have imposed policies restricting the shipment of vaporizers.
If a significant volume of the products we carry cannot be shipped by the USPS or private carriers, or we must comply with burdensome policies and regulations, our shipping costs could increase materially and we could lose our ability to deliver products to customers in a timely and economical matter. ● The FDA has expressed growing concern about the popularity among youth of certain vaporization products, including electronic nicotine delivery systems (“ENDS”) and has imposed significant regulation on ENDS products.
Additional regulatory actions may further impact our ability to sell these products, as well as other vaporization products, in the United States or online. ● Our narrow margins may magnify the impact of variations in operating costs and of adverse or unforeseen events on operating results. ● Management and employee turnover creates uncertainties and could harm our business. ● We and our customers may have difficulty accessing the services of banks, which may make it difficult for us and for them to sell our products. ● We have failed, and may continue to fail, to meet the listing standards of Nasdaq, and as a result our Class A common stock may become delisted, which could have a material adverse effect on the liquidity of our Class A common stock. ● The market price of our Class A common stock has been volatile and has declined significantly since our initial public offering and may face more volatility and price declines in the future.
As a result, you may not be able to resell your shares at or above the price at which you have acquired or will acquire shares of our Class A common stock. ● Substantial sales and issuances of our Class A common stock have occurred and may continue to occur, or may be anticipated, which have caused and could continue to cause our stock price to decline and your percentage ownership may be diluted in the future.
BUSINESS General Founded in 2005, Greenlane is a premier global platform for the development and distribution of premium cannabis accessories, vape devices, and lifestyle products.
With three different mergers in 2021, Greenlane was able to strengthen its leading position as a consumer ancillary products house-of-brands business, significantly expanding its customer network, bringing strategic relationships with leading cannabis multi-state operators (“MSOs”), cannabis single-state operators (“SSOs”), and Canadian licensed producers (“LPs”).
Greenlane provides a wide array of consumer ancillary products and industrial ancillary products to thousands of cannabis producers, processors, brands, and retailers (“Cannabis Operators”).
In addition, it serves specialty retailers, smoke shops, head shops, convenience stores, and consumers directly through its own proprietary web stores and large online marketplaces such as Amazon.
We have been developing a world-class portfolio of both our own proprietary brands (the “Greenlane Brands”) along with close partner brands that we believe will, over time, deliver higher margins and create long-term value for our customers and shareholders.
Our Greenlane Brands include our more affordable product line – Groove, our premium smoke shop and ancillary product brand – Higher Standards, and our child-resistant packaging brand - Pollen Gear.
In collaboration with our partner brands, including the innovative silicone pipes and accessories line, Eyce, and the premium vaporizer brand, DaVinci, Greenlane is strategically positioned to serve as a comprehensive one-stop shop for all buyers.
We also have category exclusive licenses for the premium Marley Natural branded products, as well as the Keith Haring branded products.
The Greenlane Brands, along with a curated set of third-party products, are offered to customers through our proprietary, owned and operated e-commerce platforms which include Wholesale.Greenlane.com, Vapor.com, PuffItUp.com, HigherStandards.com, and MarleyNaturalShop.com.
Additionally, our presence on popular e-commerce platforms such as Amazon, Etsy, and eBay enable us to reach customers directly, providing them with valuable resources and a seamless purchasing experience.
We merchandise vaporizers, packaging, and other ancillary products in the United States, Canada, Europe, and Latin America.
We distribute products to retailers through wholesale operations and distribute products to consumers through constantly evolving e-commerce activities.
We operate our own distribution center in the United States, while also utilizing third-party logistics (“3PL”) locations in Canada.
We made tremendous progress consolidating and streamlining our warehouse and distribution in 2023 and 2024, including the consolidations of our warehouse in Worcester, MA and 3PL location in Hebron, KY to our owned facility in Moreno Valley, California in 2023.
Greenlane offers a full spectrum of products, positioning us to meet all our customers’ growing demands.
We focus on serving consumers across wholesale, retail, and e-commerce operations—offering all of our Greenlane Brands, as well as ancillary products and accessories from select leading third-party brands such as Storz and Bickel, Grenco Science, PAX, Cookies, and more.
Our direct to consumer channels form a central part of our growth strategy, especially as it relates to scaling our own portfolio of higher-margin proprietary owned brands.
In addition we serve Cannabis Operators by providing ancillary products essential to their daily operations and growth, such as packaging and vaporization solutions, including our Greenlane Brand Pollen Gear.
We have historically experienced only moderate seasonality in the direct to consumer side of our business, particularly during the fourth quarter.
This coincides with Cyber Monday (the first Monday after Thanksgiving, when online retailers typically offer holiday discounts), and as our customers build up their inventories in anticipation of the holiday season.
We also have related promotional marketing campaigns during this period.
We are a holding company that was formed for the purpose of completing an underwritten initial public offering (“IPO”) of shares of our Class A common stock on April 23, 2019 and other related transactions in order to carry on the business of Greenlane Holdings, LLC (the “Operating Company”).
We are the sole manager of the Operating Company and, as of December 31, 2023, owned a 100% interest in the Operating Company.
Our Business Relating to the Cannabis Industry While we do not cultivate, distribute or dispense marijuana as that term is defined by the Controlled Substances Act, several of the products we distribute, such as vaporizers, pipes, rolling papers, and packaging solutions, can be used with marijuana or marijuana derivatives, as well as several other legal substances.
We believe the global cannabis industry is experiencing a transformation from a state of prohibition toward a state of legalization.
We expect the number of states, countries, and other jurisdictions legalizing cannabis for medical and adult use will continue to increase, which will create numerous opportunities for market participants, including us.
The North American Cannabis Landscape United States and Territories.
Twenty-four states, and the District of Columbia, have legalized cannabis for non-medical adult use with additional states, such as New Hampshire, actively considering the legalization of cannabis for non-medical adult use.
An additional seventeen states have legalized medical cannabis in some form, with certain of those states permitting only low tetrahydrocannabinol (“THC”) oils for a limited class of patients.
Notwithstanding the continued trend toward further state legalization, cannabis continues to be categorized as a Schedule I controlled substance under the Federal Controlled Substances Act (the “CSA”) and, accordingly, the cultivation, processing, distribution, sale, and possession of cannabis violate federal law in the United States as discussed further in Item 1A under the heading “Risk Factors.” However, after President Biden first directed federal agencies in October 2022 to review how cannabis is scheduled, the Department of Health and Human Services reviewed and made recommendations in August 2023 to reschedule cannabis from a Schedule I to Schedule III controlled substance.
Drug Enforcement Administration (the “DEA”) issued a proposed rule to reclassify marijuana from its current classification as a Schedule I drug to a Schedule III drug.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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