GRWG 10-K & 10-Q changes, risk factors and insider trading
GrowGeneration Corp. · Nasdaq · Retail-Building Materials, Hardware, Garden Supply · CIK 1604868 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “If we do not maintain effective internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected, along with investor confidence in our company and, as a result, the value of our common stock.”
Removed heading “We identified a material weakness in our internal control over financial reporting, and if we are unable to achieve and maintain effective internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected, along with investor confidence in our company and, as a result, the value of our common stock.”
Largest changes
“Because we are unable to conclude that our internal control over financial reporting for our MMI business is effective, and our independent registered public accounting firm also determined that we have a material weakness, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. …”see in full comparison
“The occurrence of, or failure to remediate, any material weakness we have identified or any other material weakness could cause investors to lose confidence in the accuracy and completeness of our financial reports, could cause the market price of our common stock to decline, and could result in sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to capital.”see in full comparison
“We identified a material weakness in our internal control over financial reporting, and if we are unable to achieve and maintain effective internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected, along with investor confidence in our company and, as a result, the value of our common stock.”see in full comparison
“A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. These material weaknesses could result in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected on a timely basis. …”see in full comparison
“Material weaknesses could result in a misstatement of account balances or disclosures that could result in a material misstatement to the annual or interim financial statements that would not be prevented or detected on a timely basis. Failure to implement and maintain effective internal control over financial reporting could result in errors in our consolidated financial statements that could result in a restatement of our consolidated financial statements and cause us to fail to meet our reporting obligations.”see in full comparison
Under the Controlled Substances Act of 1970 (the "CSA"), the federal government currently lists cannabis as a Schedule I controlled substance (i.e., deemed to have no medical value),see in full comparisonandrenderingaccordingly theits manufacturing (cultivation),sale,distribution, or possessionof cannabis isfederally illegal. The U.S. Supreme Court has ruled in 2001 that the federal government has the right to regulate and criminalize cannabis, even for medical purposes.TheAlthough the U.S. Department of Justice issued a notice of proposed rulemaking in 2024 to reclassify cannabis as a Schedule III substance, and a Presidential Executive Order in December 2025 directed the Attorney General to expedite this process, such rescheduling has not yet been finalized. Until a final rule is effective, cannabis remains a Schedule I substance, and illegality of cannabis under federal lawpreemptscontinues to preempt state lawsthat legalizelegalizing its use. Furthermore, even if reclassified to Schedule III, cannabis would remain subject to significant federal regulation by the DEA and FDA, and its commercial sale without federal approval would continue to be a violation of the CSA. Therefore, any change to the enforcement priorities of the federal government, including strict enforcement of federal law regarding cannabiswouldorlikelya failure to finalize the rescheduling process, could materially and adversely affect ourrevenuesbusiness, financial condition, and results of operations.
Full comparison: every changed paragraph (29)
We identified a material weakness in our internal control over financial reporting, and if we are unable to achieve and maintain effective internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected, along with investor confidence in our company and, as a result, the value of our common stock.
Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC require an annual management assessment of the effectiveness of our internal control over financial reporting. We have hired additional accounting and financial staff, and leveraged outside resources, with appropriate public company experience and technical accounting knowledge to compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404.
As part of management's independent assessment as of December 31, 2024 as discussed in Item 9A of this report, we identified a material weakness related to our Storage Solutions business, MMI, and we are therefore unable to certify that our internal controls over financial reporting is effective. Additionally, our independent registered public accounting firm issued an adverse opinion on internal controls over financial reporting.
A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. These material weaknesses could result in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected on a timely basis. Our failure to implement and maintain effective internal control over financial reporting could result in errors in our consolidated financial statements that could result in a restatement of our consolidated financial statements and cause us to fail to meet our reporting obligations.
Because we are unable to conclude that our internal control over financial reporting for our MMI business is effective, and our independent registered public accounting firm also determined that we have a material weakness, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to capital.
We have taken several actions and remediated previously identified material weaknesses as discussed in Item 9A of this report. Although we have remediated certain material weaknesses, we are still in the process of completing the remediation process for the MMI business and the steps we are taking may not be sufficient to remediate our material weaknesses or prevent future material weaknesses or significant deficiencies from occurring. We can give no assurance that additional material weaknesses in our internal control over financial reporting will not be identified in the future.
PotentialChanges tariffsto trade policies, including additional or potential tariffs, or a global trade war could increase the cost of our products, which could adversely impact the competitiveness of our products and our financial results.
Changes to trade policies, including tariffs or other trade restrictions, have increased, and may continue to increase, the prices of certain imported products used in our business and could continue to adversely affect our costs and supply chain. While we have taken steps to mitigate some of these cost pressures, including adjusting product pricing and product sourcing strategies, there can be no assurance that these actions will fully offset the impact of tariffs or other trade restrictions. Additional tariffs, retaliatory trade measures, or further changes in international trade policies could adversely affect the demand for our products and have a material adverse effect on our business and results of operations.
If the U.S. administration imposes tariffs, or if additional tariffs or trade restrictions are implemented by the United States or other countries, the cost of our products manufactured in the United States and imported into other countries could increase, which in turn could adversely affect the demand for these products and have a material adverse effect on our business and results of operations.
Our due diligence may fail to identify all liabilities and risks associated with acquisitions, and we may not accurately assess the relative benefits and detriments of acquisitionacquisitions and may pay acquisition consideration exceeding the value of the acquired business. Our failure to address these risks or other problems related to past or future acquisitions, investments, or strategic alliances could cause us to fail to realize the anticipated benefits of such transactions, incur unanticipated liabilities, and harm our business generally.
Our future success depends to a large extent on our ability to attract, hire, train, and retain qualified managerial, operational, and other personnel. If we are unable to hire and retain qualified personnel, our business will be materially adversely affected. We face significant competition for diverse, qualified, and experienced employees and, as a result, we may be unable to attract and retain the personnel needed to successfully conduct and grow our operations. The COVID-19 pandemic and inflation have exacerbated these risks, and the impact on labor markets may continue to disrupt our ability to attract and retain personnel for an extended period of time. In addition, we do not maintain key man life insurance on any of our executive officers and directors. Key personnel, including members of management, may leave and compete against us, or may not perform well in their roles with us. If one or more of our executive officers are unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at all, and may face disruption in our operations and incur additional expenses, including to recruit and retain new talent as a result.
If we do not maintain effective internal control over financial reporting, the accuracy and timing of our financial reporting may be adversely affected, along with investor confidence in our company and, as a result, the value of our common stock.
Effective internal control over financial reporting is necessary for us to provide reliable financial reports. Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC require an annual management assessment of the effectiveness of our internal control over financial reporting. While we have hired accounting and financial staff as well as leveraged outside resources with appropriate public company experience and technical accounting knowledge to compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404, our internal financial and accounting team is leanly staffed, which can lead to inefficiencies. If we fail to properly and efficiently maintain an effective internal control over financial reporting, we could fail to report our financial results accurately.
A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. As discussed in Item 9A of this report, management had previously identified a material weakness related to our Storage Solutions business, MMI and thereby concluded that internal control over financial reporting was not effective as of December 31, 2024. During fiscal year 2025, management executed a comprehensive remediation plan to address the underlying causes of the material weakness. As a result, management concluded that the previously reported material weakness was remediated as of December 31, 2025.
Material weaknesses could result in a misstatement of account balances or disclosures that could result in a material misstatement to the annual or interim financial statements that would not be prevented or detected on a timely basis. Failure to implement and maintain effective internal control over financial reporting could result in errors in our consolidated financial statements that could result in a restatement of our consolidated financial statements and cause us to fail to meet our reporting obligations.
The occurrence of, or failure to remediate, any material weakness we have identified or any other material weakness could cause investors to lose confidence in the accuracy and completeness of our financial reports, could cause the market price of our common stock to decline, and could result in sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to capital.
Although we have remediated the previously identified material weaknesses as discussed in Item 9A of this report, there is no assurance that the remedial measures we have taken to date, or any remedial measures we may take in the future, will be sufficient to prevent and avoid future material weaknesses or significant deficiencies in our internal control over financial reporting.
We are required to test for impairment of the carrying value of our goodwill and intangible assets at least annually and whenever evidence of impairment exists. WeIn prior years, we have recorded impairment charges inrelated theto currentour year.goodwill and intangible assets. We may be required in the future to record additional impairment charges that could have a material adverse effect on our reported results.
Public health emergencies and efforts to mitigate their impact may haveadversely an adverse effect onaffect our business, liquidity, results of operations, and financial condition and the price of our securities.
Public health emergencies, suchincluding aspandemics, theepidemics, oneor involvingother thewidespread novel strainoutbreaks of coronavirus,infectious or COVID-19, including mutations and variants thereof,diseases, and the measures taken to combat them, may have an adverse effect on our business. Public health authorities and governments may imposeimplement various measures to respond to such emergenciesevents, that have an adverse effect on our business, liquidity, results of operations, and financial condition, such asincluding voluntary or mandatory quarantines, restrictions on travel,travel andor distancing,movement, limitations on business operations, social distancing requirements, testing, and vaccinevaccination mandates.mandates, or other public health directives.
Such measures, as well as the broader economic and operational disruptions associated with public health emergencies, could negatively impact our workforce, supply chain, customers, service providers, and overall business operations. These conditions may reduce demand for our products or services, disrupt our operations or those of our customers and suppliers, and adversely affect our liquidity, results of operations, financial condition, and the trading price of our securities.
The scope, duration, and ultimate impact of any future public health emergency are uncertain and difficult to predict, and similar events in the future could have material adverse effects on our business and financial performance.
Although many impacts of the COVID-19 pandemic appear to have alleviated, the pandemic has not yet been eliminated, and we cannot predict future impacts of the COVID-19 pandemic, if any, on markets generally or on our operations or the operations of our customers and suppliers.
Present and future armed conflicts such as the ongoing conflict between Russia and Ukraine,Ukraine and geopolitical instability in the Middle East, including the current conflict in Iran and its potential escalation as well as fightingthe inongoing conflict between Israel and Palestine, could create or exacerbate certain risks we face to our business, financial condition, and results of operations. ForGlobal example,responses Russia’sto invasion of Ukraineongoing and thefuture globalarmed response,conflicts, including the imposition of financial and economic sanctions by the United States and other countries, hasmay createdcreate supply constraints and drivendrive inflation that could impact our operations and could create or exacerbate other risks facing our business.
Climate change and other environmental, social, and governanceenvironmental issues could adversely affect our brands, business, results of operations, and financial condition.
Climate change continues to receive increasing global attention. The possible effects of climate change could include severe weather, natural disasters, changes in rainfall patterns, changing temperature levels, and changes in legislation, regulation, and international accords. These changes could over time affect, for example, the availability and cost of raw materials, commodities, and energy, which in turn may impact our ability to procure goods or services required for our business. Consumers also may change their behavior as a result of the impact of climate change, governmental regulations, and public perceptions. Additionally, the impacts of climate change and other environmental issues may present physical risks, such as damage to facilities, which could disrupt our operations or those of our customers or suppliers, and therefore our results of operations.
There has also been increasing focus by investors, regulators and other constituencies on environmental, social and governance ("ESG") matters. As a result, we may face demands or requirements to make disclosure or commitments or take other action with respect to ESG issues. Our results of operations and financial condition may be adversely impacted if we are unable to effectively manage the risks or costs to us, our brands and our supply chain associated with ESG matters.
Under the Controlled Substances Act of 1970 (the "CSA"), the federal government currently lists cannabis as a Schedule I controlled substance (i.e., deemed to have no medical value), andrendering accordingly theits manufacturing (cultivation), sale,distribution, or possession of cannabis is federally illegal. The U.S. Supreme Court has ruled in 2001 that the federal government has the right to regulate and criminalize cannabis, even for medical purposes. TheAlthough the U.S. Department of Justice issued a notice of proposed rulemaking in 2024 to reclassify cannabis as a Schedule III substance, and a Presidential Executive Order in December 2025 directed the Attorney General to expedite this process, such rescheduling has not yet been finalized. Until a final rule is effective, cannabis remains a Schedule I substance, and illegality of cannabis under federal law preemptscontinues to preempt state laws that legalizelegalizing its use. Furthermore, even if reclassified to Schedule III, cannabis would remain subject to significant federal regulation by the DEA and FDA, and its commercial sale without federal approval would continue to be a violation of the CSA. Therefore, any change to the enforcement priorities of the federal government, including strict enforcement of federal law regarding cannabis wouldor likelya failure to finalize the rescheduling process, could materially and adversely affect our revenuesbusiness, financial condition, and results of operations.
As of the date of this report, we have 1.41.1 million shares of unvested restricted stock units, no outstanding options to purchase an aggregate of 16 thousand shares of our common stock (all of which are vested as of this date) at a weighted average exercise price of $4.63 per share,options, and no outstanding stock purchase warrants. The vesting of the restricted stock units and the exercise of such outstanding options will result in dilution of our security holders. In the future, we may also issue additional shares of our common stock, restricted stock units, options, warrants, or other securities that are convertible into or exercisable for the purchase of shares of our common stock in connection with compensation to employees or consultants, acquisitions, sales of securities for capital raising, or for other business purposes. The future issuance of any such additional shares of our common stock or other securities, for any reason including those stated above, may have a negative impact on the market price of our common stock. There can be no assurance that the issuance of any additional shares of common stock, warrants or other convertible securities in the future may not be at a price (or exercise prices) below the current price of the common stock.
Management's Discussion & Analysis (MD&A)
Removed heading “Share Repurchase Program”
Largest changes
For thesee in full comparisonyearsyear ended December 31,2024 and 2023,2024, wequantitativelyevaluated the recoverability of our long-lived assets for impairment in conjunction with our annual goodwill impairment assessment.AsCertain of our finite-lived intangible assets did not appear to be recoverable and as a result, weidentifiedcompared the fair value to the carrying value of these assets which resulted in a $0.7 million impairment loss. Refer to Note 6, Goodwill and$6.2Intangible Assets, of the Consolidated Financial Statements. Additionally, for the year ended December 31, 2024, we also identified a $0.2 million impairment loss related toouroperatingfinite-livedleaseintangibleright-of-use assets of certain closed retail locations in2024conjunctionandwith2023,ourrespectively.strategic restructuring plan.
“GrowGeneration sources certain proprietary branded products and components used in our Cultivation & Gardening segment, including coir substrates, nutrients, irrigation parts, and lighting components, from suppliers located in India, Mexico, China, and other jurisdictions outside the United States. Beginning in the first quarter of 2025, the United States announced changes to U.S. trade policy, including increasing tariffs on imports, in some cases significantly, and potentially negotiating or terminating existing trade agreements. …”see in full comparison
The decrease in net sales was primarily related to our Cultivation and Gardening segment, which had net sales of $134.2 million for the year ended December 31, 2025 and $163.5 million for the year ended December 31,see in full comparison2024 and $194.5 million for the year ended December 31, 2023.2024. This decrease in net sales was primarily due to the closure of 19 retail locations during 2024, whichincludeincluded the 12 redundant or underperforming retail locations consolidated in the second half of 2024 in conjunction with the restructuringplan.plan,Inasadditionwelltoascontinuedtheindustryclosurepricingofcompressionanonadditionaldistributedeightproducts,retailwelocationsestimateduringthat2025.inventoryAdditionally, the Cultivation and Gardening segment experienced slowness in its net salesdiscountsin the first half of 2025 related toexitingdeclines in consumer confidence and uncertainty surrounding the12potentialrestructuringmacroeconomicretailandlocationsmarketcontributedimpactstoofreducedtariffs. These decreases in Gardening and Cultivation net sales from retail store closures and economic uncertainty were partially offset by the retention of$0.9customersmillionassociated to closed retail stores through redirecting those sales to other sales channels, such as our online platforms and dedicated sales representatives, as well as improvements in durable product sales driven by increased demand for capital investments by our customers in theyearsecondendedhalfDecemberof31, 2024. Same-store sales increased approximately 0.9%, primarily attributable to commercial sales growth and customer retention in markets where there were retail location closures.2025. Proprietary brand sales as a percentage of Cultivation and Gardening net sales increased to 32.8% for the year ended December 31, 2025 as compared to 24.2% for the year ended December 31,2024 as compared to 18.8% for the year ended December 31, 2023,2024, largely driven by our strategic initiatives to increase sales volume with our expanded portfolio of proprietary brands and various product launches. The percentage of Cultivation and Gardening net sales related to consumable productsforremainedtherelativelyyear ended December 31, 2024 was 72.2%, an increase from 71.7%consistent for the year ended December 31,2023,2025,whichdecreasingwasslightlymainlytodriven71.9%bycomparedincreasedtobrand72.2%adoptionforoftheproprietaryyeargrowingendedmediaDecemberand31,nutrient products.2024.
“For the goodwill impairment test performed on December 1, 2024, we elected different approaches based on the circumstances surrounding each reporting unit. Of our four reporting units, only three had remaining goodwill balances. We elected to qualitatively review one reporting unit for events and circumstances which would indicate whether it was more than likely than not reporting unit fair values were below carrying values. The qualitative assessment did not identify any indicators of impairment, and accordingly, no further impairment assessments were necessary. …”see in full comparison
Impairment loss was $0.1 million in the year ended December 31, 2025, as compared to $6.9 million in the year ended December 31,see in full comparison2024,2024.asThecompared to $15.7$6.9 million impairment loss incurred in the year ended December 31,2023. For each of the years ended December 31,2024and December 31, 2023, the impairment losseswas predominately related to impairments of our goodwill and intangible assets.Refer to the discussion within Critical Accounting Policies and Estimates section as well as Note 6, Goodwill and Intangible Assets, of the Consolidated Financial Statements for additional information regarding our impairment losses.Additionally, in conjunction with our strategic restructuring activities in 2024, we assessed the right-of-use assets of certain closed retail locations for impairment when we anticipated the total remaining lease cost for the term to be greater than the anticipated sublease income, which resulted in an impairment loss of $0.2 million in the year ended December 31,20242024. The $0.1 million impairment loss incurred in the year ended December 31, 2025 related to a closed, wholly-owned retail location classified as held for sale. Refer to the discussion within Critical Accounting Policies and Estimates section as well as Note 5, Property and Equipment, and Note 6, Goodwill and Intangible Assets, of the Consolidated Financial Statements for additional information regarding our impairment losses.
For the goodwill impairment test performed on December 1,see in full comparison2024,2025, weelected different approaches based on the circumstances surrounding each reporting unit. Of our four reporting units, only three had remaining goodwill balances. Weelected to qualitatively reviewoneour reportingunitunits for events and circumstances which would indicate whether it was morethanlikely than not reporting unit fair values were below carrying values. Of our four reporting units, only two had remaining goodwill balances. The qualitative assessment did not identify any indicators of impairment, and accordingly, no further impairment assessments were necessary.For the remaining two reporting units, we elected to bypass the qualitative assessment and proceed directly to a quantitative assessment. The estimated fair value of each reporting unit was compared to each respective carrying amount, and, as a result of changes to the business and future projections, we recorded a goodwill impairment loss of $5.9 million.
Full comparison: every changed paragraph (44)
GrowGeneration sources certain proprietary branded products and components used in our Cultivation & Gardening segment, including coir substrates, nutrients, irrigation parts, and lighting components, from suppliers located in India, Mexico, China, and other jurisdictions outside the United States. Beginning in the first quarter of 2025, the United States announced changes to U.S. trade policy, including increasing tariffs on imports, in some cases significantly, and potentially negotiating or terminating existing trade agreements. In April 2025, the United States announced changes to its trade policy, including a 10% baseline tariff on imports and additional country-specific tariffs for select trading partners. These new measures, implemented under Executive Order 14257, under presidential authority provided by the International Emergency Economic Powers Act (“IEEPA”) and other statutory authorities, reflected a markedly more dynamic tariff environment. The policies created cost and supply chain impacts for importers and providers of international goods. These actions have resulted in cost increases for certain imported products that collectively represent less than 10% of total company cost of goods sold. We have partially offset these cost pressures through (i) improved purchasing leverage and volume-based supplier discounts, (ii) targeted price adjustments on affected product categories, and (iii) a continuing shift in sourcing toward lower-tariff regions, including the United States and Southeast Asia. We are also expanding domestic manufacturing, assembly and packaging for select proprietary brands to reduce reliance on high-tariff import categories. On February 20, 2026, subsequent to our fiscal year ended December 31, 2025, the U.S. Supreme Court struck down certain tariffs imposed under the IEEPA. The President immediately imposed replacement tariffs under Section 122 of the Trade Act of 1974, which are temporary (150-day maximum duration, unless such period is extended by Congress), and has indicated intent to impose tariffs under other statutory authorities going forward. It is unclear at this time what impact this decision will have on our future financial results, including whether we will be able to obtain refunds of amounts previously paid for the IEEPA tariffs or any fluctuations of the level of replacement tariffs imposed or the addition of any new tariffs through other means. We continue to actively monitor these developments and explore strategies to mitigate these risks and potential negative effects on our business and results from operations. Management believes these initiatives will enhance long-term supply-chain flexibility and margin stability.
On June 6, 2025, we purchased substantially all of the assets of Hydro Generation Inc. (referred to as "Viagrow"), a domestic supplier of gardening and hydroponic equipment. The acquisition further diversifies our home gardening and hydroponic gardening proprietary brand product offerings as well as expands our outreach to significant new customers through relationships with major home improvement mass-market retailers and e-commerce platforms. Refer to Note 13, Acquisitions, of the Consolidated Financial Statements in this report for additional information regarding the Viagrow acquisition.
We sell a variety of hydroponic and organic gardening related products, including nutrients, additives, growing media, lighting, environmental control systems, and other products for indoor and outdoor cultivation. Our products include proprietary brands such as Charcoir, Drip Hydro, Power Si, Ion lights, The Harvest Company, Viagrow, and more, the development and expansion of which are a key component of the Company'sour growth strategy. Our target customers include commercialcommercial, craft, and craft growers, as well as home growers,growers in the plant-based medicine market, andas well as commercial and home gardeners who grow organic herbs, fruits, and vegetables. Additionally, through our wholesale division, we distribute many of our proprietary products to customers that are wholesalers, resellers, major home improvement mass-market retailers, and retailers in the specialty retail hydroponic and organic gardening industry.
We make our products available to growers through a variety of channels, including our hydroponic retail locations, a commercial sales division that provides white glove service to commercial cultivators, a wholesale division that markets to mass-market retailers and independent resellers in both the hydroponic and traditional gardening markets, and an online platform at growgeneration.com, which includes a B2B customer portal for commercial and wholesale customers. Management believes that the Company has the largest chain of specialty retail hydroponic and organic garden centers in the U.S., with 3123 retail locations across 1210 states as of December 31, 2024.2025. We closed eight retail locations during the year ended December 31, 2025. We continue to evaluate our retail footprint to identify cost redundancies and optimize coverage by leveraging nearby locations and our online sales platforms.
In July 2024, we announced a strategic restructuring plan focused on long-term profitability and advancing growth initiatives in key areas of our Cultivation and Gardening segment such as our proprietary brands, commercial sales, and e-commerce business. TheseThe restructuring plans haveplan primarily included product development costs, digital transformation initiatives, reductions in cost structure by closing and consolidating 12 redundant or underperforming retail locations, in addition to the 7 retail locations closed in the first half of 2024, workforce reductions, and other operational improvements in inventory management, sales and marketing, and administrative activities.
As of March 31, 2025, we had substantially completed our restructuring activities. As of December 31, 2025, there was no outstanding restructuring liability, and we do not expect to incur significant additional restructuring and restructuring-related costs in future periods. Overall, we incurred a total of approximately $3.5 million in restructuring and restructuring-related costs, including $1.1 million during the year ended December 31, 2025 and $2.4 million previously incurred in fiscal year 2024. As a result of these restructuring activities, we expect improvement in our gross profit margin and profitability while generating annualized cost savings of approximately $12.0 million.
Our restructuring and restructuring relatedrestructuring-related charges consistsconsisted of inventory disposal costs, retail location closure costs including related contract termination costs and fixed asset disposals, employee termination benefits, asset impairments including the impairment of operating lease right-of-use assets, and other associated costs. Restructuring and restructuring-related costs incurred during the years ended December 31, 2025 and 2024 were presented on the Consolidated Statements of Operations as follows:
Since the restructuring activities were announced in July 2024, we have incurred aggregate restructuring and restructuring-related costs of $2.4 million, presented on the Consolidated Statements of Operations in the year ended December 31, 2024 as follows (in thousands):
In addition to the effect on cost of sales shown above related to inventory disposal costs, we estimate we incurred a $0.9 million loss in gross profit due to inventory discounts offered in conjunction with exiting the 12 retail locations. Also in conjunction with our restructuring activities to support operational and administrative improvements, we reassessed and shortened the estimated useful life of certain capitalized software assets,assets. whichThese resultedcapitalized insoftware anassets $5.3became millionfully increase to depreciationamortized and amortizationwere expenseretired related to property and equipment induring the year ended December 31, 2024.2025.
As of December 31, 2024, the outstanding restructuring liability was $0.1 million primarily pertaining to contract terminations costs related to retail location closures, which we expect to pay before the end of the first quarter of 2025. However, certain facilities costs related to closed retail locations for which we are pursuing sublease arrangements will be paid over the remaining terms which extend through 2032 at the latest.
Overall, we expect to incur a total of $2.7 million in restructuring and restructuring-related costs, including the $2.4 million previously incurred. The remainder of the expected charges primarily relate to corporate operational and administrative contract terminations and other associated costs. We expect that these restructuring activities will be substantially completed by the end of the first quarter of 2025 and will improve gross profit margin and profitability while generating annualized cost savings of approximately $12.0 million.
Since our founding in 2014, we have acquired or opened numerous specialty hydroponic and organic gardening center locations. Management believes that GrowGeneration has the largest chain of specialty retail hydroponic and organic garden centers in the U.S., with 3123 retail locations across 1210 states as of December 31, 2024.2025. We have also acquired several other types of businesses within or complimentary to the hydroponic industry, such as online retailers, proprietary products, our wholesale distribution business, and our benching, racking, and storage solutions business, MMI. We regularly seek and evaluatesevaluate accretive acquisition opportunities with similar or complimentary businesses to those businesses it already operates.operates, such as the Viagrow acquisition, which further diversified our home gardening and hydroponic gardening proprietary brand product offerings as well as expanded our outreach to significant new customers through relationships with major home improvement mass-market retailers and e-commerce platforms.
Our main growth strategies for the Storage Solutions segment include expanding the types of customers and industries to which we sell our Storage Solutions products, including greater penetration in controlledCEA, environment agriculture, industrialindustrial, and country club verticals.
We assess the organic growth of our Cultivation and Gardening segment net sales on a same-store basis. We believe that our assessment on a same-store basis represents an important indicator of comparative financial results and provides relevant information to assess our performance. New and acquired stores become eligible for inclusion in the comparable store base if the store has been under our ownership for the entire period in the same-store base periods for which we are including the store. Closed stores become ineligible for inclusion in the comparable store base in the month in which operations cease.
Operating expenses are comprised of the following components: store operations and other operational expenses; selling, general, and administrative; estimated credit losses; depreciation and amortization; and impairment losses. Store operations and other operational expenses consist primarily of payroll, rent and utilities, and allocatedspecifically corporateidentifiable overheadoperating costs.costs related to our retail locations and distribution centers. Selling, general, and administrative expenses consist of corporate salaries, stock-based compensation, advertising and promotions, travel and entertainment, professional fees, insurance, and other corporate administrative costs. Selling, general, and administrative expenses as a percentage of net sales typically does not increase commensurate with an increase in net sales. Our largest expenses are generally related to employee compensation and leases, which are primarily fixed and not variable. Our advertising and marketing expenses are largely controllable and variable depending on the particular market.
The decrease in net sales was primarily related to our Cultivation and Gardening segment, which had net sales of $134.2 million for the year ended December 31, 2025 and $163.5 million for the year ended December 31, 2024 and $194.5 million for the year ended December 31, 2023.2024. This decrease in net sales was primarily due to the closure of 19 retail locations during 2024, which includeincluded the 12 redundant or underperforming retail locations consolidated in the second half of 2024 in conjunction with the restructuring plan.plan, Inas additionwell toas continuedthe industryclosure pricingof compressionan onadditional distributedeight products,retail welocations estimateduring that2025. inventoryAdditionally, the Cultivation and Gardening segment experienced slowness in its net sales discountsin the first half of 2025 related to exitingdeclines in consumer confidence and uncertainty surrounding the 12potential restructuringmacroeconomic retailand locationsmarket contributedimpacts toof reducedtariffs. These decreases in Gardening and Cultivation net sales from retail store closures and economic uncertainty were partially offset by the retention of $0.9customers millionassociated to closed retail stores through redirecting those sales to other sales channels, such as our online platforms and dedicated sales representatives, as well as improvements in durable product sales driven by increased demand for capital investments by our customers in the yearsecond endedhalf Decemberof 31, 2024. Same-store sales increased approximately 0.9%, primarily attributable to commercial sales growth and customer retention in markets where there were retail location closures.2025. Proprietary brand sales as a percentage of Cultivation and Gardening net sales increased to 32.8% for the year ended December 31, 2025 as compared to 24.2% for the year ended December 31, 2024 as compared to 18.8% for the year ended December 31, 2023,2024, largely driven by our strategic initiatives to increase sales volume with our expanded portfolio of proprietary brands and various product launches. The percentage of Cultivation and Gardening net sales related to consumable products forremained therelatively year ended December 31, 2024 was 72.2%, an increase from 71.7%consistent for the year ended December 31, 2023,2025, whichdecreasing wasslightly mainlyto driven71.9% bycompared increasedto brand72.2% adoptionfor ofthe proprietaryyear growingended mediaDecember and31, nutrient products.2024.
Additionally, netNet sales of commercial fixtures within our Storage Solutions segment decreasedincreased to $27.5 million for the year ended December 31, 2025 compared to $25.4 million for the year ended December 31, 2024 compared to $31.4 million for the year ended December 31, 2023, primarily due to a similar volume of projects with a decrease in average project size.2024.
Cost of sales for the year ended December 31, 20242025 was $145.1$118.5 million, a decrease of $19.5$26.7 million or 11.8%,18.4%, compared to $164.6$145.1 million for the year ended December 31, 2023.2024. The corresponding reductiondecrease in cost of sales aslargely comparedcorresponds to the 16.4%14.4% decrease in sales as previously discussed, wasin largelyaddition offset by the additionalto $1.0 million of inventory disposal costs incurred asin partconnection ofwith the restructuring plan as well as costs related to the strategic rationalization of our product offerings, reduced inventory discounts from vendors, and other non-recurring costs associated with store consolidations in the year ended December 31, 20242024. The remaining decrease in cost of sales relates to the sales mix of proprietary brands compared to thenon-proprietary yearbrands endeddescribed December 31, 2023.above.
Gross profit was $43.3 million for the year ended December 31, 2025 compared to $43.7 million for the year ended December 31, 2024 compared to $61.3 million for the year ended December 31, 2023,2024, a decrease of $17.5$0.4 million or 28.6%.1.0%. The decrease in gross profit was primarily related to the CultivationStorage and GardeningSolutions segment, which decreased $15.2$0.5 millionmillion, or 32.1%4.1%, forin the year ended December 31, 2024 as2025 compared to the year ended December 31, 2023,2024, primarily due to industry pricing compression. The Cultivation and Gardening segment gross profit remained consistent at $32.2 million for the years ended December 31, 2025 and 2024. Our consistent gross profit in Cultivation and Gardening segment despite the reduction in sales volume predominately caused by the store consolidations discussed above was largely as a result of our strategic initiatives to improve the decreaseproportion inof our sales volume dueattributable to storeour consolidationsexpanded portfolio of proprietary brands and our ability to retain customers who were previously associated to closed retail stores by redirecting those sales to other sales channels in the year ended December 31, 2025. Additionally, the effects of the strategic restructuring plan,plan includingin the year ended December 31, 2024 included an estimated $0.9 million in inventory sales discounts, thean additional $1.0 million of inventory disposal costs, and the strategic rationalization of our product offerings in the year ended December 31, 2024. Additionally, gross profit from our Storage Solutions segment decreased $2.3 million, or 16.6%, in the year ended December 31, 2024 compared to the year ended December 31, 2023 primarily driven by the decrease in revenue.offerings.
Gross profit margin was 23.1%26.8% for the year ended December 31, 2024,2025, aan decreaseincrease of 400370 basis points from a gross profit margin of 27.1%23.1% for the year ended December 31, 2023.2024. The decreaseincrease in gross profit margin was largely driven by the Cultivation and Gardening segment, which had a gross profit margin of 24.0% for the year ended December 31, 2025 as compared to 19.7% for the year ended December 31, 20242024. The improvement in the Cultivation and Gardening segment was primarily driven by our strategic initiatives to increase sales mix of our expanded portfolio of proprietary brands in the year ended December 31, 2025 as comparedwell to 24.4%, due toas the effects of the additional cost of sales and inventory sales discounts incurred with the strategic restructuring plan, including the inventory disposal costs, sales discounts, and product offering rationalization, reduced inventory discounts from vendors, and continued industry pricing compression on distributed products. The decrease was partially offset by an increaseplan in the year ended December 31, 2024. The Storage Solutions segment gross profit margin decreased to 40.3% in the year ended December 31, 2025 from 45.6% in the year ended December 31, 2024 fromdue 44.1%to inindustry thepricing year ended December 31, 2023.compression.
Store operating costs and other operational expenses, which consisted primarily of payroll, rent and utilities, and allocated corporate overhead costs, were $30.7 million for the year ended December 31, 2025 compared to $40.2 million for the year ended December 31, 2024 compared to $48.1 million for the year ended December 31, 2023,2024, a decrease of $7.9$9.5 million or 16.4%.23.5%. The decrease in store operating costs was primarily due to the 19 retail locations closed during 2024, including the 12 redundant or underperforming retail locations consolidated in the second half of 2024 in conjunction with the restructuring plan.plan, Thisas decreasewell was partially offset byas the additional $0.8 millionclosure of restructuringan costsadditional incurred in the year ended December 31, 2024 related to exiting thoseeight retail locations andduring the related employee termination benefits.2025.
Total corporate overhead, which is comprised of selling, general, and administrative, estimated credit losses, and depreciation and amortization, was $38.0 million for the year ended December 31, 2025 as compared to $48.6 million for the year ended December 31, 20242024, asa compared to $47.4 million for the year ended December 31, 2023, an increasedecrease of $1.3$10.6 million or 2.7%.21.8%. The increasedecrease in corporate overhead was primarily due to the $2.8$8.1 million increaseor 41.9% decrease in depreciation and amortization expense, which was largely attributed to the $5.3 million increase related to the accelerated depreciation and amortization for certain capitalized software assets reassessed as part of our restructuring activities and was partially offset by a $2.1 million decrease in amortization expense related to intangible assets as a result of intangible asset impairments in the year ended December 31, 2023.2024. ThisSelling, increasegeneral, wasand furtheradministrative expenses decreased $3.0 million or 10.2% primarily due to cost rationalization initiatives, which resulted in decreased professional fees, corporate expenses, employee costs, and lower share-based compensation. These decreases were partially offset by a $1.0$0.5 million decreaseincrease in estimated credit losses in the year ended December 31, 20242025 compared to the year ended December 31, 2023,2024, primarily due to a $0.3 million credit recovery settlement received in bankruptcy proceedings related to a note receivable in the year ended December 31, 2024 which had been reserved for in the prior year. Additionally, selling, general, and administrative expenses decreased $0.6 million as a result of decreased professional fees and corporate expenses and decreased share-based compensation.
Impairment loss was $0.1 million in the year ended December 31, 2025, as compared to $6.9 million in the year ended December 31, 2024,2024. asThe compared to $15.7$6.9 million impairment loss incurred in the year ended December 31, 2023. For each of the years ended December 31, 2024 and December 31, 2023, the impairment losseswas predominately related to impairments of our goodwill and intangible assets. Refer to the discussion within Critical Accounting Policies and Estimates section as well as Note 6, Goodwill and Intangible Assets, of the Consolidated Financial Statements for additional information regarding our impairment losses. Additionally, in conjunction with our strategic restructuring activities in 2024, we assessed the right-of-use assets of certain closed retail locations for impairment when we anticipated the total remaining lease cost for the term to be greater than the anticipated sublease income, which resulted in an impairment loss of $0.2 million in the year ended December 31, 20242024. The $0.1 million impairment loss incurred in the year ended December 31, 2025 related to a closed, wholly-owned retail location classified as held for sale. Refer to the discussion within Critical Accounting Policies and Estimates section as well as Note 5, Property and Equipment, and Note 6, Goodwill and Intangible Assets, of the Consolidated Financial Statements for additional information regarding our impairment losses.
Other income for the year ended December 31, 20242025 was $2.6$1.7 million, a decrease of $0.8$0.9 million as compared to other income of $3.4$2.6 million for the year ended December 31, 2023.2024. ThisThe decrease in other income was primarily attributable to thedecreased $0.9investment millionincome gainon recognizedour inmarketable the year ended December 31, 2023 related to a prior acquisition indemnity holdback.securities.
As of December 31, 2024,2025, we had working capital of $88.9$77.8 million, compared to working capital of $116.5$88.9 million as of December 31, 2023,2024, a decrease of $27.6$11.2 million. The decrease in working capital from December 31, 20232024 to December 31, 20242025 was due primarily to reductionsa net decrease in inventorycash, cash equivalents, and cashmarketable andsecurities as a result of net cash equivalents used toin repurchaseoperating common stock.activities.
On June 6, 2025, we purchased substantially all of the assets of Viagrow, a domestic supplier of gardening and hydroponic equipment. The total consideration for the purchase of Viagrow was $1.3 million, including $1.0 million cash paid and $0.2 million common stock issued, with certain additional amounts to be paid in future periods. Refer to Note 13, Acquisitions, of our Notes to Consolidated Financial Statements in this report for additional information regarding the Viagrow acquisition.
We may need additional financing through equity offerings and/or debt financings in the future to continue to expand our business consistent with our growth strategies. However, management believes that the Company is adequately funded to support current and future operations infor at least one year from the nextdate twelveof months.this filing. To date we have financed our operations through the issuance of common stock, convertible notes, and warrants, as well as cash generated from operations.
Share Repurchase Program
On March 20, 2024, the Board of Directors of GrowGeneration authorized a share repurchase program, whereby we could repurchase up to $6.0 million worth of our common stock in open market transactions pursuant to Rule 10b-18 of the Exchange Act and a 10b5-1 trading plan. The program began on April 1, 2024. This share repurchase program was intended to enhance long-term shareholder value. The program did not obligate us to acquire any specific number of shares or to acquire any shares over any specific period of time. The timing and amount of any repurchases was dependent upon factors such as the stock price, trading volumes, market conditions, and regulatory requirements. The stock repurchase program could be amended, suspended, or discontinued at any time by GrowGeneration. Except for the our generally applicable insider trading policies, we do not maintain any policies or procedures relating to purchases and sales of our securities by our officers and directors during a repurchase program.
During the year ended December 31, 2024, we repurchased 2.5 million shares of common stock for $6.0 million, an average price of $2.38 per share. As of December 31, 2024, we had completed all purchases available under the stock repurchase program. We retired all 2.5 million shares of common stock repurchased under the program in the year ended December 31, 2024.
Net cash and cash equivalents used in operating activities for the year ended December 31, 20242025 was $1.8$9.4 million, compared to net cash providedused byin operating activities of $1.4$1.8 million for the year ended December 31, 2023.2024. The increase in cash used in operating activities was primarily related to changes in our operating cashassets wereand primarilyliabilities, which was driven by the changesdifference in grosssell profitthrough of inventory for the year ended December 31, 2025 as compared to the year ended December 31, 2024 as well as the timing of payments and receipts. This was partially offset by the reduction in operating expenses, excluding non-cash changes such as depreciation and amortization and impairment loss, in the year ended December 31, 2025 compared to the year ended December 31, 2024 as previously discussed in the Results of Operations section as well as changes in working capital, primarily inventory.section.
Net cash and cash equivalents provided by investing activities was $12.6 million for the year ended December 31, 2025 compared to net cash provided by investing activities of $5.7 million for the year ended December 31, 20242024. compared to net cash used in investingInvesting activities of $11.4 million for the year ended December 31, 2023.2025 were primarily related to investment of excess cash into marketable securities of $35.7 million, acquisitions of $1.0 million, and purchases of property and equipment of $0.5 million, which were offset by maturity of marketable securities of $49.8 million. Investing activities for the year ended December 31, 2024 were primarily related to investment of excess cash into marketable securities of $52.6 million, offset by maturity of marketable securities of $60.2 million. We also had purchases of property and equipment of $2.0 million. Investing activities for the year ended December 31, 2023 were primarily related to investment of excess cash into marketable securities of $98.7 million, acquisitions of $3.1 million, and the purchase of property and equipment primarily related to the design of a new enterprise resource planning software system of $6.7$2.0 million, partially offset by maturities of marketable securities of $96.8$60.2 million.
Net cash and cash equivalents used in financing activities for the year ended December 31, 2025 was $0.2 million, and was attributable to common stock withheld for employee payroll taxes. Net cash and cash equivalents used in financing activities for the year ended December 31, 2024 was $6.2 million, primarily attributable to common stock repurchased under our share repurchase program. Net cash and cash equivalents used in financing activities for the year ended December 31, 2023 was $0.3 million, related primarily to common stock withheld for employee payroll taxes.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and judgments regarding matters that are uncertain and susceptible to change that affect the reported amounts of assets, liabilities, revenue, and expense. Critical accounting policiesestimates are defined as those policies that are reflective of significant judgments, estimates and uncertainties, which could potentially result in materially different results under different assumptions and conditions. Management regularly reviews the estimates and assumptions used in the preparation of the financial statements for reasonableness and adequacy based on historical experience and various other market-specific and other relevant assumptions.
Goodwill represents the excess purchase price over the fair value of identifiable assets acquired and liabilities assumed in connection with acquisitions in accordance to ASC 805, Business Combinations. Goodwill is not amortized but instead is tested for impairment at the reporting unit level at least annually, or more frequently if indicators of impairment exist. Effective the fourth quarter of 2023 and prospectively, weWe perform our goodwill impairment assessment for each of our four reporting units that have remaining goodwill on December 1 of each fiscal year, rather than on December 31 which was our previous practice.year.
The quantitative approach compares the estimated fair value of the reporting unit, including goodwill, to its carrying amount. We perform a quantitative impairment assessment for itsour reporting units using a fair value method based on management's judgementsjudgments and assumptions or third-party valuations. The fair value of a reporting unit refers to the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. We determineddetermine fair value using the income approach, where estimated future cash flows are discounted to present value at an appropriate rate of return. Multiples of earnings based on thehistorical averageaverages of historical,and published multiples of earnings of comparable entities with similar operations and economic characteristics are also used in developing estimated fair values. The inputs utilized in the analyses are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, Fair Value Measurement.
For the goodwill impairment test performed on December 1, 2024,2025, we elected different approaches based on the circumstances surrounding each reporting unit. Of our four reporting units, only three had remaining goodwill balances. We elected to qualitatively review oneour reporting unitunits for events and circumstances which would indicate whether it was more than likely than not reporting unit fair values were below carrying values. Of our four reporting units, only two had remaining goodwill balances. The qualitative assessment did not identify any indicators of impairment, and accordingly, no further impairment assessments were necessary. For the remaining two reporting units, we elected to bypass the qualitative assessment and proceed directly to a quantitative assessment. The estimated fair value of each reporting unit was compared to each respective carrying amount, and, as a result of changes to the business and future projections, we recorded a goodwill impairment loss of $5.9 million.
For the goodwill impairment test performed on December 1, 2024, we elected different approaches based on the circumstances surrounding each reporting unit. Of our four reporting units, only three had remaining goodwill balances. We elected to qualitatively review one reporting unit for events and circumstances which would indicate whether it was more than likely than not reporting unit fair values were below carrying values. The qualitative assessment did not identify any indicators of impairment, and accordingly, no further impairment assessments were necessary. For the remaining two reporting units, we elected to bypass the qualitative assessment and proceed directly to a quantitative assessment. The estimated fair value of each reporting unit was compared to each respective carrying amount, and, as a result of changes to the business and future projections, we recorded a goodwill impairment loss of $5.9 million. Refer to Note 6, Goodwill and Intangible Assets, of the Consolidated Financial Statements.
For the year ended December 31, 2023, we completed a quantitative goodwill impairment assessment for each reporting unit. As a result of changes to the business and future projections, we recorded a goodwill impairment loss of $9.3 million. Refer to Note 6, Goodwill and Intangible Assets, of the Consolidated Financial Statements.
We review the recoverability of our long-lived assets, including property and equipment, operating leases right-of-use assets, and intangible assets, when events or changes in circumstances occur that indicate the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future pretax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, the estimated fair value must be determined and an impairment loss is recognized for the difference between estimated fair value and carrying value.
For the year ended December 31, 2025, we did not identify any events or changes in circumstances that would indicate the carrying value of our long-lived assets may not be recoverable and accordingly, no further impairment assessments were necessary.
For the yearsyear ended December 31, 2024 and 2023,2024, we quantitatively evaluated the recoverability of our long-lived assets for impairment in conjunction with our annual goodwill impairment assessment. AsCertain of our finite-lived intangible assets did not appear to be recoverable and as a result, we identifiedcompared the fair value to the carrying value of these assets which resulted in a $0.7 million impairment loss. Refer to Note 6, Goodwill and $6.2Intangible Assets, of the Consolidated Financial Statements. Additionally, for the year ended December 31, 2024, we also identified a $0.2 million impairment loss related to ouroperating finite-livedlease intangibleright-of-use assets of certain closed retail locations in 2024conjunction andwith 2023,our respectively.strategic restructuring plan.
For the year ended December 31, 2024, we also identified a $0.2 million impairment loss related to operating lease right-of-use assets of certain closed retail locations in conjunction with our strategic restructuring plan. Additionally, for the year ended December 31, 2023 we identified a $0.1 million impairment loss related to our operating lease right-of-use assets.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
What changed in the latest 10-Q
Risk Factors
For a summary of the Company's risk factors, please refer to Item 1A of our Form 10-K for the year ended December 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Comparison of the Unaudited Results for the Six Months Ended June 30, 2026 and 2025”
New heading “Operating Expenses”
Largest changes
GrowGeneration sources certain proprietary branded products and components used in our Cultivation & Gardening segment, including coir substrates, nutrients, irrigation parts, and lighting components, from suppliers located in India, Mexico, China, and other jurisdictions outside the United States. Beginning in the first quarter of 2025, the United States announced changes to U.S. trade policy, including increasing tariffs on imports, in some cases significantly, and potentially negotiating or terminating existing trade agreements. In April 2025, the United States announced changes to its trade policy, including a 10% baseline tariff on imports and additional country-specific tariffs for select trading partners. These new measures, implemented under Executive Order 14257, under presidential authority provided by the International Emergency Economic Powers Act (“IEEPA”) and other statutory authorities, reflected a markedly more dynamic tariff environment. The policies created cost and supply chain impacts for importers and providers of international goods. These actionssee in full comparisonhaveresulted in cost increases for certain imported products that collectively represent less than 10% of total company cost of goods sold. Wehavepartially offset these cost pressures through (i) improved purchasing leverage and volume-based supplier discounts, (ii) targeted price adjustments on affected product categories, and (iii) a continuing shift in sourcing toward lower-tariff regions, including the United States and Southeast Asia. Wearealsoexpandingexpanded domestic manufacturing, assembly and packaging for select proprietary brands to reduce reliance on high-tariff import categories.On February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the IEEPA. The President immediately imposed replacement tariffs under Section 122 of the Trade Act of 1974, which are temporary (150-day maximum duration, expiring in mid-July 2026, unless such period is extended by Congress), and has indicated intent to impose tariffs under other statutory authorities going forward. It is unclear at this time what impact this decision will have on our future financial results, including whether we will be able to obtain refunds of amounts previously paid for the IEEPA tariffs or any fluctuations of the level of replacement tariffs imposed or the addition of any new tariffs through other means. We continue to actively monitor these developments and the evolving tariff environment and its potential effects on our cost structure and supply chain. We will continue to explore and adjust our mitigation strategies as circumstances develop.
“The President has continued to indicate his intent to impose tariffs under other statutory authorities going forward. It is unclear at this time what impact tariffs will have on our future financial results, including whether we will be able to obtain more refunds of amounts previously paid for the IEEPA tariffs or any fluctuations of the level of replacement tariffs imposed or the addition of any new tariffs through other means. We continue to actively monitor these developments and the evolving tariff environment and its potential effects on our cost structure and supply chain. …”see in full comparison
“Comparison of the Unaudited Results for the Six Months Ended June 30, 2026 and 2025”see in full comparison
“Total corporate overhead, which is comprised of selling, general, and administrative expense, estimated credit losses, and depreciation and amortization expense, was $16.9 million for the six months ended June 30, 2026 compared to $19.8 million for the six months ended June 30, 2025. …”see in full comparison
“On February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the IEEPA. Subsequently, the United States Customs and Border Protection agency was ordered to begin accepting refund requests for these IEEPA tariffs. During the three and six months ended June 30, 2026, we received an immaterial amount of refunds of tariffs imposed under IEEPA. Subsequent to June 30, 2026, we received approximately $2.6 million of refunds related to previously submitted claims. …”see in full comparison
Full comparison: every changed paragraph (46)
GrowGeneration sources certain proprietary branded products and components used in our Cultivation & Gardening segment, including coir substrates, nutrients, irrigation parts, and lighting components, from suppliers located in India, Mexico, China, and other jurisdictions outside the United States. Beginning in the first quarter of 2025, the United States announced changes to U.S. trade policy, including increasing tariffs on imports, in some cases significantly, and potentially negotiating or terminating existing trade agreements. In April 2025, the United States announced changes to its trade policy, including a 10% baseline tariff on imports and additional country-specific tariffs for select trading partners. These new measures, implemented under Executive Order 14257, under presidential authority provided by the International Emergency Economic Powers Act (“IEEPA”) and other statutory authorities, reflected a markedly more dynamic tariff environment. The policies created cost and supply chain impacts for importers and providers of international goods. These actions have resulted in cost increases for certain imported products that collectively represent less than 10% of total company cost of goods sold. We have partially offset these cost pressures through (i) improved purchasing leverage and volume-based supplier discounts, (ii) targeted price adjustments on affected product categories, and (iii) a continuing shift in sourcing toward lower-tariff regions, including the United States and Southeast Asia. We are also expandingexpanded domestic manufacturing, assembly and packaging for select proprietary brands to reduce reliance on high-tariff import categories. On February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the IEEPA. The President immediately imposed replacement tariffs under Section 122 of the Trade Act of 1974, which are temporary (150-day maximum duration, expiring in mid-July 2026, unless such period is extended by Congress), and has indicated intent to impose tariffs under other statutory authorities going forward. It is unclear at this time what impact this decision will have on our future financial results, including whether we will be able to obtain refunds of amounts previously paid for the IEEPA tariffs or any fluctuations of the level of replacement tariffs imposed or the addition of any new tariffs through other means. We continue to actively monitor these developments and the evolving tariff environment and its potential effects on our cost structure and supply chain. We will continue to explore and adjust our mitigation strategies as circumstances develop.
On February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the IEEPA. Subsequently, the United States Customs and Border Protection agency was ordered to begin accepting refund requests for these IEEPA tariffs. During the three and six months ended June 30, 2026, we received an immaterial amount of refunds of tariffs imposed under IEEPA. Subsequent to June 30, 2026, we received approximately $2.6 million of refunds related to previously submitted claims. Because realization of these refunds remained uncertain as of occurred June 30, 2026, no amounts were recognized in the accompanying Condensed Consolidated Financial Statements.
The President has continued to indicate his intent to impose tariffs under other statutory authorities going forward. It is unclear at this time what impact tariffs will have on our future financial results, including whether we will be able to obtain more refunds of amounts previously paid for the IEEPA tariffs or any fluctuations of the level of replacement tariffs imposed or the addition of any new tariffs through other means. We continue to actively monitor these developments and the evolving tariff environment and its potential effects on our cost structure and supply chain. We will continue to explore and adjust our mitigation strategies as circumstances develop.
We sell a variety of hydroponic and organic gardening related products, including nutrients, additives, growing media, lighting, environmental control systems, and other products for indoor and outdoor cultivation. Our products include proprietary brands such as Charcoir, Drip Hydro, Power Si, Ion lights, The Harvest Company, Viagrow, and more, the development and expansion of which are a key component of our growth strategy. Our target customers include commercial, craft, and home growers in the plant-based medicine market, as well as commercial and home gardeners who grow organic herbs, fruits, and vegetables. Additionally, through our wholesale division, we distribute many of our proprietary products to customers that are wholesalers, resellers, major home improvement mass-market retailers, and retailers in the specialty retail hydroponic and organic gardening industry.
We make our products available to growers through a variety of channels, including our hydroponic retail locations, a commercial sales division that provides white glove service to commercial cultivators, a wholesale division that markets to mass-market retailers and independent resellers in both the hydroponic and traditional gardening markets, and an online platform at growgeneration.com, which includes a B2B customer portal for commercial and wholesale customers. Management believes that the Company has the largest chain of specialty retail hydroponic and organic garden centers in the U.S., with 19 retail locations across 9 states as of MarchJune 31,30, 2026. We closed four retail locations during the threesix months ended MarchJune 31,30, 2026. We continue to evaluate our retail footprint to identify cost redundancies and optimize coverage by leveraging nearby locations and our online sales platformsplatforms.
As of March 31, 2025, we had substantially completed our restructuring activities, and we do not expect to incur significant additional restructuring and restructuring-related costs in future periods. Overall, we incurred a total of approximately $3.5 million in restructuring and restructuring-related costs. During the threesix months ended MarchJune 31,30, 2025, we incurred approximately $1.1 million of restructuring and restructuring related charges as described in Note 14,15, Restructuring of our Notes to Condensed Consolidated Financial Statements in this report.
Our main growth strategy hasis beenfocused toon consolidateexpanding assetsour withinportfolio theand fragmented hydroponics industry to leverage efficienciessales of aproprietary centralizedbrands, organization.growing our commercial, wholesale, and e-commerce channels, increasing penetration of our Storage Solutions business across diversified end markets, and pursuing selective, accretive acquisitions that complement our existing businesses. As a result, we have built a business that is driven by a wide selection of products, a strong portfolio of proprietary brands, a solutions-driven staff located in strategic markets around the country, and pick, pack, ship distribution and fulfillment capabilities.
Since our founding in 2014, we have acquiredbuilt orour openedCultivation numerousand Gardening business through a combination of organic investment and targeted acquisitions, such as specialty hydroponic and organic gardening center locations. Management believes that GrowGeneration has the largest chain of specialty retail hydroponic and organic garden centers in the U.S., with 19 retail locations across 9 states as of March 31, 2026. We have also acquired several other types of businesses within or complementary to the hydroponic industry, such aslocations, online retailers, proprietary products, and our wholesale distribution business, and our benching, racking, and storage solutions business, MMI.business. We regularlycontinue seek andto evaluate accretive acquisition opportunities withinvolving businesses or proprietary brands that are similar or complementary businesses to those businesses we already operate, such as the acquisition of Hydro Generation Inc. (referred to as "Viagrow") on June 6, 2025, which further diversified our home gardening and hydroponic gardening proprietary brand product offerings as well as expanded our wholesale channel outreach to significant new customers through relationships with major home improvement mass-market retailers and e-commerce platforms.
Our main growth strategies for the Storage Solutions segmentsegment, includewhich includes our benching, racking, and storage solutions business, MMI, are centered on driving recurring commercial sales opportunities and expanding the types of customers and industries to which we sell our Storage Solutions products, including greater penetration in CEA, industrial, and country club verticals.
Comparison of the Unaudited Results for the Three Months Ended MarchJune 31,30, 2026 and 2025
Net sales for the three months ended MarchJune 31,30, 2026 were $38.4$43.2 million, an increase of $2.7$2.3 million or 7.5%5.5% as compared to net sales of $35.7$41.0 million for the three months ended MarchJune 31,30, 2025.
The increase in net sales was driven in part by our Cultivation and Gardening segment, which had net sales of $31.9$34.9 million for the three months ended MarchJune 31,30, 2026 compared to $30.9$32.9 million for the three months ended MarchJune 31,30, 2025. This increase in net sales was primarily due to improvements in durable product sales driven by increased demand for capital investments by our customers in the three months ended MarchJune 31,30, 2026. As a result, the ratio of consumables net sales as a percentage of Cultivation and Gardening net sales was 72.1%72.0% in the three months ended MarchJune 31,30, 2026, as compared to consumables net sales representing 75.8%79.7% of Cultivation and Gardening net sales in the three months ended MarchJune 31,30, 2025. ThisThe increase in net sales was partially offset by retail store closures, including four retail locations closed during three months ended March 31, 2026 and eightsix retail locations closed in 2025 subsequent to MarchJune 31,30, 2025. Proprietary brand sales as a percentage of Cultivation and Gardening net sales for the three months ended MarchJune 31,30, 2026 increased to 37.0%39.7% as compared to 32.0% for the three months ended MarchJune 31,30, 2025, largely driven by our continued strategic initiatives to increase sales mix of our expanded portfolio of proprietary brands.
Net sales of commercial fixtures within our Storage Solutions segment increased to $6.5$8.3 million for the three months ended MarchJune 31,30, 2026 compared to $4.8$8.1 million for the three months ended MarchJune 31,30, 2025 as a result of increased demand for capital investments by our customers primarily in the retail industry.
Cost of sales for the three months ended MarchJune 31,30, 2026 was $28.7$30.9 million, an increase of $2.7$1.5 million or 10.2%5.2% compared to $26.0$29.4 million for the three months ended MarchJune 31,30, 2025. The increase in cost of sales largely corresponds to the 7.5%5.5% increase in net sales, with cost of sales increasing at a higher rate in part due to the increased sales mix of durable productsas previously discussed. The remaining increase in cost of sales relates to inventory disposal costs incurred in connection with the closure of four retail locations during three months ended March 31, 2026 whereas no such costs were incurred during the three months ended March 31, 2025.
Gross profit was $9.7$12.3 million for each of the three months ended MarchJune 31,30, 2026 andcompared 2025.to $11.6 million for the three months ended June 30, 2025, an increase of $0.7 million or 6.3%. Gross profit related to the Cultivation and Gardening segment decreasedincreased $0.7$0.8 million, or 9.3%,10.3%, for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025, primarily as a result of the increased sales volume and mix of durableproprietary products,brand which generally have lower margins than consumable products, as well as inventory disposal costsproducts and inventorydurable sales discounts incurred in connection with retail location closuresproducts during the three months ended MarchJune 31,30, 2026. GrossThe increase in gross profit fromwas partially offset by our Storage Solutions segment increaseddecreased $0.8$0.1 million or 42.7%3.5% in the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily as a result of increased sales volume and sales mix of large-scale projects.2025.
Gross profit margin was 25.4%28.5% for the three months ended MarchJune 31,30, 2026, aan decreaseincrease of 18020 basis points from a gross profit margin of 27.2%28.3% for the three months ended MarchJune 31,30, 2025. The decreaseincrease in gross profit margin was largely driven by the Cultivation and Gardening segment, which had a gross profit margin of 22.5%25.8% for the three months ended MarchJune 31,30, 2026 as compared to 25.6%24.8% for the three months ended MarchJune 31,30, 2025. This decreaseincrease was primarily driven by the increased mix of proprietary brand products, which generally have higher margins than non-proprietary brand products, partially offset by the increased sales mix of durable products, which generally have lower margins than consumable products,products as well as additional cost of sales and inventory sales discounts incurred induring the three months ended MarchJune 31,30, 2026. The Storage Solutions gross profit margin increaseddecreased to 39.6%39.8% in the three months ended MarchJune 31,30, 2026 from 37.6%42.3% in the three months ended MarchJune 31,30, 2025, primarily as a result of theindustry increasedpricing salescompression mixand higher cost of large-scaleservices projects.for the Storage Solutions segment.
Operating expenses are comprised of store operations and other operational expenses, selling, general, and administrative, estimated credit losses, and depreciation and amortizationamortization, expense.and impairment loss. Operating expenses were $15.0$14.7 million for the three months ended MarchJune 31,30, 2026 and $19.6$16.9 million in the three months ended MarchJune 31,30, 2025, a decrease of $4.6$2.2 million or 23.4%.13.1%.
Store operating costs and other operational expenses, which consisted primarily of payroll, rent and utilities, and specifically identifiable operating costs related to our retail locations and distribution centers, were $6.4$6.1 million for the three months ended MarchJune 31,30, 2026 compared to $8.8$7.9 million for the three months ended MarchJune 31,30, 2025, a decrease of $2.4$1.7 million or 27.2%.21.9%. The decrease in store operating costs was primarily due to the eightsix retail locations closed duringin 2025 subsequent to June 30, 2025 as well as the closure of four retail locations during three months ended March 31, 2026.
Total corporate overhead, which is comprised of selling, general, and administrative expense, estimated credit losses, and depreciation and amortization expense, was $8.6$8.3 million for the three months ended MarchJune 31,30, 2026 compared to $10.8$9.0 million for the three months ended MarchJune 31,30, 2025. Selling,The general,decrease was largely driven by reduced depreciation and administrativeamortization costscosts, which decreased by $0.2$1.2 million or 2.6%44.0% for the three months ended MarchJune 31,30, 2026 primarily duecompared to cost rationalization initiatives, which resulted in decreased corporate expenses and lower share-based compensation. Depreciation and amortization costs decreased by $2.0 million or 55.1% for the three months ended MarchJune 31,30, 2026,2025, primarily as a result of asset retirements in conjunction with the restructuring plan and certain intangible assets reaching the end of their estimated useful lives. This was partially offset by increased selling, general, and administrative costs of $0.3 million, or 5.0%, largely due to increased professional services costs.
Impairment loss was $0.2 million in the three months ended June 30, 2026 and was related to a closed, wholly-owned retail location classified as held for sale. Refer to Note 5, Property and Equipment for additional information regarding our impairment loss.
Other income was $0.3 million for the three months ended MarchJune 31,30, 2026 compared to $0.5 million for the three months ended MarchJune 31,30, 2025, a decrease of $0.2$0.1 million or 34.8%.25.1%. The decrease in other income was primarily attributable to decreased investment income on our marketable securities.
Comparison of the Unaudited Results for the Six Months Ended June 30, 2026 and 2025
The following table presents, for the periods indicated, selected information from our unaudited Condensed Consolidated Statements of Operations, including information presented as a percentage of net sales:
Net Sales
Net sales for the six months ended June 30, 2026 were $81.6 million, an increase of $4.9 million or 6.4% as compared to net sales of $76.7 million for the six months ended June 30, 2025.
The increase in net sales was driven in part by our Cultivation and Gardening segment, which had net sales of $66.8 million for the six months ended June 30, 2026 compared to $63.8 million for the six months ended June 30, 2025. This increase in net sales was primarily due to improvements in durable product sales driven by increased demand for capital investments by our customers in the six months ended June 30, 2026. As a result, the ratio of consumables net sales as a percentage of Cultivation and Gardening net sales was 72.0% in the six months ended June 30, 2026, as compared to consumables net sales representing 77.8% of Cultivation and Gardening net sales in the six months ended June 30, 2025. This increase in net sales was partially offset by retail store closures, including four retail locations during six months ended June 30, 2026 and six retail locations closed in 2025 subsequent to June 30, 2025. Proprietary brand sales as a percentage of Cultivation and Gardening net sales for the six months ended June 30, 2026 increased to 38.4% as compared to 32.0% for the six months ended June 30, 2025, largely driven by our continued strategic initiatives to increase sales mix of our expanded portfolio of proprietary brands.
Net sales of commercial fixtures within our Storage Solutions segment increased to $14.8 million for the six months ended June 30, 2026 compared to $12.9 million for the six months ended June 30, 2025 as a result of increased demand for capital investments by our customers primarily in the retail industry.
Cost of Sales
Cost of sales for the six months ended June 30, 2026 was $59.5 million, an increase of $4.2 million or 7.6% compared to $55.4 million for the six months ended June 30, 2025. The increase in cost of sales largely corresponds to the 6.4% increase in net sales, with cost of sales increasing at a higher rate in part due to the increased sales mix of durable products previously discussed. The remaining increase in cost of sales relates to inventory disposal costs incurred in connection with the closure of four retail locations during six months ended June 30, 2026 compared to two retail location closures during the six months ended June 30, 2025.
Gross Profit
Gross profit was $22.1 million for the six months ended June 30, 2026 compared to $21.3 million for the six months ended June 30, 2025, an increase of $0.8 million or 3.6%. Gross profit related to the Cultivation and Gardening segment increased $0.1 million, or 0.7%, for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily as a result of the increased sales volume and mix of proprietary brand products and durable products during, which were partially offset by inventory disposal costs and inventory sales discounts incurred in connection with retail location closures during the six months ended June 30, 2026. Gross profit from our Storage Solutions segment increased $0.7 million or 12.4% in the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily as a result of increased sales volume.
Gross profit margin was 27.0% for the six months ended June 30, 2026, a decrease of 80 basis points from a gross profit margin of 27.8% for the six months ended June 30, 2025. The decrease in gross profit margin was largely driven by the Cultivation and Gardening segment, which had a gross profit margin of 24.2% for the six months ended June 30, 2026 as compared to 25.2% for the six months ended June 30, 2025. This decrease was primarily driven by the increased sales mix of durable products, which generally have lower margins than consumable products, as well as additional cost of sales and inventory sales discounts incurred in the six months ended June 30, 2026. These decreases were partially offset by the increased sales mix of proprietary brand products, which generally have higher margins than non-proprietary brand products. The Storage Solutions gross profit margin decreased to 39.7% in the six months ended June 30, 2026 from 40.6% in the six months ended June 30, 2025, primarily as a result of industry pricing compression for the Storage Solutions segment.
Operating Expenses
Operating expenses are comprised of store operations and other operational expenses, selling, general, and administrative, estimated credit losses, depreciation and amortization, and impairment loss. Operating expenses were $29.7 million for the six months ended June 30, 2026 and $36.4 million in the six months ended June 30, 2025, a decrease of $6.8 million or 18.6%.
Store operating costs and other operational expenses, which consisted primarily of payroll, rent and utilities, and specifically identifiable operating costs related to our retail locations and distribution centers, were $12.5 million for the six months ended June 30, 2026 compared to $16.7 million for the six months ended June 30, 2025, a decrease of $4.1 million or 24.7%. The decrease in store operating costs was primarily due to the six retail locations closed in 2025 subsequent to June 30, 2025 as well as the closure of four retail locations during six months ended June 30, 2026.
Total corporate overhead, which is comprised of selling, general, and administrative expense, estimated credit losses, and depreciation and amortization expense, was $16.9 million for the six months ended June 30, 2026 compared to $19.8 million for the six months ended June 30, 2025. The decrease was largely driven by reduced depreciation and amortization costs, which decreased by $3.2 million or 50.3% for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily as a result of asset retirements in conjunction with the restructuring plan and certain intangible assets reaching the end of their estimated useful lives. This was partially offset by a $0.1 million increase to selling, general, and administrative costs and a $0.1 million increase to estimated credit losses for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025.
Impairment loss was $0.2 million in the six months ended June 30, 2026 and was related to a closed, wholly-owned retail location classified as held for sale. Refer to Note 5, Property and Equipment for additional information regarding our impairment loss.
Other Income
Other income was $0.7 million for the six months ended June 30, 2026 compared to $1.0 million for the six months ended June 30, 2025, a decrease of $0.3 million or 30.1%. The decrease in other income was primarily attributable to decreased investment income on our marketable securities.
As of MarchJune 31,30, 2026, we had working capital of $75.1$74.0 million compared to working capital of $77.8 million as of December 31, 2025, a decrease of $2.7$3.8 million. The decrease in working capital from December 31, 2025 to MarchJune 31,30, 2026 was due primarily to a net decrease in cash, cash equivalents, and marketable securities as a result of net cash used in operating activities.
As of MarchJune 31,30, 2026, we had cash, cash equivalents, and marketable securities of $41.1$41.0 million. Currently, we are not aware of any extraordinary demands, commitments, or uncertainties that would materially reduce our current working capital. Our material future cash requirements from contractual and other obligations relate primarily to our operating leases. Refer to Note 8, Leases, of the Condensed Consolidated Financial Statements for additional information regarding leases.
We may need additional financing through equity offerings and/or debt financings in the future to continue to expand our business consistent with our growth strategies. However, management believes that the Company has sufficient liquidity to fund operations and meet its obligations as they become due for at least the next twelve months from the date of this filing. To date we have primarily financed our operations through the issuance of common stock, convertible notes,stock and warrants,warrants as well as cash generated from operations.
The following discussion sets forth the major sources and uses of cash for the threesix months ended MarchJune 31,30, 2026 and 2025.
Net cash and cash equivalents used in operating activities for the threesix months ended MarchJune 31,30, 2026 was $5.0$4.1 million compared to net cash used in operating activities of $3.8$6.8 million for the threesix months ended MarchJune 31,30, 2025. The increasedecrease in cash used in operating activities was primarily related to changes in our operating assets and liabilities including the timing of cash receipts related to our accounts and notes receivables and customer deposits offset by the difference in sell through of inventory for the threesix months ended MarchJune 31,30, 2026 as compared to the build-up of inventory in threesix months ended MarchJune 31,30, 2025.
Net cash and cash equivalents used in investing activities for the threesix months ended MarchJune 31,30, 2026 was $3.7$1.8 million compared to net cash provided by investing activities of $9.2$2.7 million for the threesix months ended MarchJune 31,30, 2025. Investing activities for the threesix months ended MarchJune 31,30, 2026 were primarily attributable to investment of excess cash into marketable securities of $4.7$8.9 million,million and purchases of property and equipment of $0.1$0.3 million, offset by maturity of marketable securities of $1.1$7.4 million. Investing activities for the threesix months ended MarchJune 31,30, 2025 were primarily attributable to investment of excess cash into marketable securities of $7.2$19.0 million, $1.0 million of cash paid for the Viagrow acquisition and purchases of property and equipment of $0.2$0.3 million, offset by maturity of marketable securities of $16.6$23.0 million.
There were noNet cash and cash equivalents used in financing activities for the threesix months ended MarchJune 31,30, 2026.2026 was $1.1 million and was primarily attributable to common stock repurchased under our share repurchase program. Net cash and cash equivalents used in financing activities for the threesix months ended MarchJune 31,30, 2025 was $0.1 million and was attributable to common stock withheld for employee payroll taxes.
GRWG insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 2 Form 4 filings (2 insiders, 2 trade dates, 68,098 shares, about $106.0K) and open-market sales in 0 filings. Net open-market shares: 68,098 (purchases minus sales); net value about $106.0K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-16 | Adams Eula L |
Grant/award | 30,000 | — | — |
| 2026-09-16 | Aiello Stephen |
Grant/award | 25,000 | — | — |
| 2026-09-16 | Carter Starlett |
Grant/award | 25,000 | — | — |
| 2026-06-15 | Sanders Gregory Kevin |
Grant/award | 24,990 | — | — |
| 2026-06-15 | Salaman Michael |
Grant/award | 50,000 | — | — |
| 2026-06-15 | Lampert Darren |
Grant/award | 50,000 | — | — |
| 2026-05-20 | Adams Eula L |
Open-market purchase | 4,000 | $1.67 | $6.7K |
| 2026-05-18 | Lampert Darren |
Open-market purchase | 64,098 | $1.55 | $99.4K |
Well-known investors holding GRWG (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 1,368,636 | $2.0M | 0.0% | No change |
| Millennium Management (Israel Englander) | 2026-06-30 | 856,653 | $1.3M | 0.0% | Reduced 17% |
| D. E. Shaw & Co. | 2026-06-30 | 514,602 | $761.6K | 0.0% | Added 35% |
| PRIMECAP Management | 2026-06-30 | 377,300 | $558.4K | 0.0% | No change |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 221,443 | $327.7K | 0.0% | Added 1185% |
| Two Sigma Investments | 2026-06-30 | 148,751 | $220.2K | 0.0% | Added 42% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 17,138 | $25.4K | 0.0% | Reduced 63% |